S-1/A

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As filed with the Securities and Exchange Commission on December 14, 2009.

Registration No. 333-163372

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

COWEN GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 6211
(Primary Standard Industrial
Classification Code Number) 27-0423711
(I.R.S. Employer
Identification No.)

599 Lexington Avenue
New York, New York 10022
(212) 845-7900
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

J. Kevin McCarthy
General Counsel
Cowen Group, Inc.
599 Lexington Avenue
New York, New York 10022
(212) 845-7900
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
David K. Boston, Esq. Laura L. Delanoy, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 (212) 728-8000	Michael T. Kohler, Esq. Bartholomew A. Sheehan, III, Esq. Sidley Austin LLP 787 Seventh Avenue New York, New York 10019 (212) 839-5300

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.    o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note

        This Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-163372) of Cowen Group, Inc. is being filed solely to amend Items 13 and 16(a) of Part II thereof and to file certain exhibits thereto. This Amendment No. 2 does not modify any provisions of the Prospectus constituting Part I or Items 14, 15 or 17 of Part II of the Registration Statement. Accordingly, the Prospectus and those Items of Part II have not been included in this Amendment No. 2.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution

        The following table sets forth the costs and expenses, other than the underwriting discounts and commissions, payable by us in connection with the sale of Class A common stock being registered. All amounts shown are estimates, except the SEC registration fee and the FINRA filing fee.

Item		Amount to Be Paid
SEC Registration Fee		$6,368
FINRA Filing Fee		12,000
Legal Fees and Expenses		900,000
Accounting Fees and Expenses		500,000
Printing Expenses		375,000
Miscellaneous		50,000
	Total	$1,843,368

Item 16.    Exhibits and Financial Statement Schedules

(a)

Exhibits

Exhibit No.		Description
	1.1	Form of Underwriting Agreement.†
	3.1	Amended and Restated Certificate of Incorporation of Cowen Group, Inc. (previously filed as Exhibit 3.1 to the Form 10-Q filed November 25, 2009 by Cowen Group, Inc.). ‡
	3.2	Amended and Restated By-Laws of Cowen Group, Inc. (previously filed as Exhibit 3.1 to the Form 10-Q filed November 25, 2009 by Cowen Group, Inc.). ‡
	3.3	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cowen Group, Inc. (previously filed as Exhibit 3.1 to the Form 10-Q filed November 25, 2009 by Cowen Group,  Inc.). ‡
	4.1	Form of Class A Common Stock Certificate.†
	5.1	Opinion of Willkie Farr & Gallagher LLP.†
	10.1	Registration Rights Agreement, dated as of November 2, 2009, by and among Cowen Group, Inc. (f/k/a LexingtonPark Parent Corp.), RCG Holdings LLC (f/k/a Ramius LLC), BA Alpine Holdings, Inc., Bayerische Hypo-und Vereinsbank AG, and HVB Alternative Advisors Inc. (previously filed as Exhibit 10.1 to the Form 8-K filed November 5, 2009 by Cowen Group, Inc.). ‡
	10.2	Secured Revolving Credit Agreement, dated as of November 2, 2009, by and among Cowen Group, Inc. (f/k/a LexingtonPark Parent Corp.), as Borrower, the various Lenders party thereto from time to time and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent, Issuer of the Letter of Credit, Fronting Bank and a Lender (previously filed as Exhibit 10.2 to the Form 8-K filed November 5, 2009 by Cowen Group, Inc.). ‡
	10.3	Asset Exchange Agreement, dated as of June 3, 2009, by and among RCG Holdings LLC (f/k/a Ramius LLC), HVB Alternative Advisors LLC, Bayerische Hypo- und Vereinsbank AG, Cowen Holdings, Inc. (f/k/a Cowen Group, Inc.), Cowen Group, Inc. (f/k/a LexingtonPark Parent Corp.) and Lexington Merger Corp., as amended by the First Amendment to Asset Exchange Agreement, dated as of July 9, 2009 (included as Appendix B to the proxy statement/prospectus forming a part of the Registration Statement on Form S-4 filed July 10, 2009 by Cowen Group, Inc.) ‡

Exhibit No.		Description
	10.4	Employment Agreement of Peter A. Cohen, dated as of June 3, 2009, by and among Peter A. Cohen, Ramius LLC (f/k/a Park Exchange LLC), Cowen Group, Inc. (f/k/a LexingtonPark Parent Corp.) and RCG Holdings LLC (f/k/a Ramius LLC) (previously filed as Exhibit 10.3 to the First Amendment to the Registration Statement on Form S-4 filed August 17, 2009 by Cowen Group, Inc.) ‡
	10.5	Employment Agreement of Morgan Stark, dated as of June 3, 2009, by and among Morgan Stark, Ramius LLC (f/k/a Park Exchange LLC), Cowen Group, Inc. (f/k/a LexingtonPark Parent Corp.) and RCG Holdings LLC (f/k/a Ramius LLC) (previously filed as Exhibit 10.4 to the First Amendment to the Registration Statement on Form S-4 filed August 17, 2009 by Cowen Group, Inc.) ‡
	10.6	Appendix A to Employment Agreement of Morgan Stark, dated as of June 3, 2009, by and between Morgan Stark, Ramius LLC (f/k/a Park Exchange LLC) and RCG Holdings LLC (f/k/a Ramius LLC) (previously filed as Exhibit 10.5 to the First Amendment to the Registration Statement on Form S-4 filed August 17, 2009 by Cowen Group, Inc.) ‡
	10.7	Employment Agreement of Thomas Strauss, dated as of June 3, 2009, by and among Thomas Strauss, Ramius LLC (f/k/a Park Exchange LLC), Cowen Group, Inc. (f/k/a LexingtonPark Parent Corp.) and RCG Holdings LLC (f/k/a Ramius LLC) (previously filed as Exhibit 10.6 to the First Amendment to the Registration Statement on Form S-4 filed August 17, 2009 by Cowen Group, Inc.) ‡
	10.8	Employment Agreement of David M. Malcolm, dated as of June 3, 2009, by and among David M. Malcolm, Cowen Group, Inc. (f/k/a LexingtonPark Parent Corp.), RCG Holdings LLC (f/k/a Ramius LLC) and Cowen Holdings, Inc. (f/k/a Cowen Group, Inc.)†
	10.9	Appendix A to Employment Agreement of David M. Malcolm, dated as of June 3, 2009, by and between David M. Malcolm and Cowen Group, Inc. (f/k/a LexingtonPark Parent Corp.)†
	10.10	Employment Agreement of Christopher A. White, dated as of July 10, 2009, by and among Christopher A. White, Cowen Group, Inc. (f/k/a LexingtonPark Parent Corp.), and Cowen Holdings, Inc. (f/k/a Cowen Group, Inc.) as amended by that certain letter agreement, dated as of December 8, 2009, by and between Christopher A. White and Cowen Group, Inc.†
	10.11	Employment Agreement of Jeffrey Solomon, dated as of June 3, 2009, by and among Jeffrey Solomon, Ramius LLC (f/k/a Park Exchange LLC), Cowen Group, Inc. (f/k/a LexingtonPark Parent Corp.) and RCG Holdings LLC (f/k/a Ramius LLC) (previously filed as Exhibit 10.5 to the Form 8-K filed November 5, 2009 by Cowen Group, Inc.). ‡
	10.12	Amendment to the Investment Management Agreement, dated as of June 3, 2009, by and between Ramius LLC (f/k/a Ramius Capital Group, L.L.C. and successor by assignment from Ramius Securities, L.L.C.) and Alpine Cayman Islands Limited (f/k/a Bank Austria Cayman Islands Limited) (previously filed as Exhibit 99.14 to the First Amendment to the Registration Statement on Form S-4 filed August 17, 2009 by Cowen Group, Inc.) ‡^
	10.13	Second Amendment to the Investment Reporting Agreement, dated as of June 3, 2009, by and between Ramius Fund of Funds Group LLC (f/k/a Ramius HVB Partners LLC, New York) and Bayerische Hypo- und Vereinsbank AG, Munich) (previously filed as Exhibit 99.15 to the First Amendment to the Registration Statement on Form S-4 filed August 17, 2009 by Cowen Group, Inc.)‡^

Exhibit No.		Description
	10.14	Lease, dated as of June 22, 2007, by and between BP 599 Lexington Avenue LLC and Ramius LLC (as successor in interest to RCG Holdings LLC (f/k/a Ramius Capital Group, LLC)), as amended by the First Amendment to Lease, dated as of June 9, 2008, by and between BP 599 Lexington Avenue LLC and Ramius LLC (as successor in interest to RCG Holdings LLC (f/k/a Ramius LLC)).†
	10.15	Sublease, dated as of December 19, 2005, by and between Société Générale and SG Cowen & Co., LLC.†
	10.16	Lease, dated as of October 29, 1993, by and between Rock-McGraw, Inc. and Société Générale.†
	10.17	Supplemental Indenture, dated as of May 5, 1998, by and between Rock-McGraw, Inc. and Société Générale.†
	10.18	Indemnification Agreement, dated as of July 11, 2006, by and among Société Générale, SG Americas Securities Holdings, Cowen and Company, LLC and Cowen Holdings, Inc. (f/k/a Cowen Group, Inc.)†
	10.19	Escrow Agreement, dated as of July 12, 2006, by and among SG Americas Securities Holdings, Inc., Cowen and Company, LLC, Cowen Holdings, Inc. (f/k/a Cowen Group, Inc.) and the escrow agent.†
	10.20	Cowen Group, Inc. 2006 Equity and Incentive Plan.†
	10.21	Cowen Group, Inc. 2007 Equity and Incentive Plan.†
	10.22	Equity Award Agreement of Christopher A. White (previously filed as Exhibit 10.1 to the Form 8-K filed December 7, 2009 by Cowen Group, Inc.)‡
	21.1	Subsidiaries of Cowen Group, Inc.†
	23.1	Consent of PricewaterhouseCoopers LLP.‡
	23.2	Consent of Ernst & Young LLP.‡
	23.3	Consent of Willkie Farr & Gallagher LLP (included in the opinion referred to in Exhibit 5.1 above).†

†

Filed herewith.

‡

Previously filed.

^

Confidential treatment has been granted for certain portions of this exhibit, which portions have been omitted and filed separately with the Securities and Exchange Commission.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 14th day of December, 2009.

Cowen Group, Inc.
By:	/s/ PETER A. COHEN Name:  Peter A. Cohen Title:    Chairman of the Board, Chief Executive Officer and President

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ PETER A. COHEN Peter A. Cohen	Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)	December 14, 2009
/s/ DAVID M. MALCOLM David M. Malcolm	Director	December 14, 2009
/s/ JULES B. KROLL Jules B. Kroll	Director	December 14, 2009
/s/ JEROME S. MARKOWITZ Jerome S. Markowitz	Director	December 14, 2009
/s/ JACK H. NUSBAUM Jack H. Nusbaum	Director	December 14, 2009
/s/ L. THOMAS RICHARDS, M.D. L. Thomas Richards, M.D.	Director	December 14, 2009
/s/ EDOARDO SPEZZOTTI Edoardo Spezzotti	Director	December 14, 2009
/s/ JOHN E. TOFFOLON, JR. John E. Toffolon, Jr.	Director	December 14, 2009
/s/ CHARLES W.B. WARDELL, III Charles W.B. Wardell, III	Director	December 14, 2009
/s/ JOSEPH R. WRIGHT Joseph R. Wright	Director	December 14, 2009
/s/ STEPHEN A. LASOTA Stephen A. Lasota	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	December 14, 2009

Exhibit Index

Exhibit No.		Description
	1.1	Form of Underwriting Agreement.†
	3.1	Amended and Restated Certificate of Incorporation of Cowen Group, Inc. (previously filed as Exhibit 3.1 to the Form 10-Q filed November 25, 2009 by Cowen Group, Inc.). ‡
	3.2	Amended and Restated By-Laws of Cowen Group, Inc. (previously filed as Exhibit 3.1 to the Form 10-Q filed November 25, 2009 by Cowen Group, Inc.). ‡
	3.3	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cowen Group, Inc. (previously filed as Exhibit 3.1 to the Form 10-Q filed November 25, 2009 by Cowen Group,  Inc.). ‡
	4.1	Form of Class A Common Stock Certificate.†
	5.1	Opinion of Willkie Farr & Gallagher LLP.†
	10.1	Registration Rights Agreement, dated as of November 2, 2009, by and among Cowen Group, Inc. (f/k/a LexingtonPark Parent Corp.), RCG Holdings LLC (f/k/a Ramius LLC), BA Alpine Holdings, Inc., Bayerische Hypo-und Vereinsbank AG, and HVB Alternative Advisors Inc. (previously filed as Exhibit 10.1 to the Form 8-K filed November 5, 2009 by Cowen Group, Inc.). ‡
	10.2	Secured Revolving Credit Agreement, dated as of November 2, 2009, by and among Cowen Group, Inc. (f/k/a LexingtonPark Parent Corp.), as Borrower, the various Lenders party thereto from time to time and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent, Issuer of the Letter of Credit, Fronting Bank and a Lender (previously filed as Exhibit 10.2 to the Form 8-K filed November 5, 2009 by Cowen Group, Inc.). ‡
	10.3	Asset Exchange Agreement, dated as of June 3, 2009, by and among RCG Holdings LLC (f/k/a Ramius LLC), HVB Alternative Advisors LLC, Bayerische Hypo- und Vereinsbank AG, Cowen Holdings, Inc. (f/k/a Cowen Group, Inc.), Cowen Group, Inc. (f/k/a LexingtonPark Parent Corp.) and Lexington Merger Corp., as amended by the First Amendment to Asset Exchange Agreement, dated as of July 9, 2009 (included as Appendix B to the proxy statement/prospectus forming a part of the Registration Statement on Form S-4 filed July 10, 2009 by Cowen Group, Inc.) ‡
	10.4	Employment Agreement of Peter A. Cohen, dated as of June 3, 2009, by and among Peter A. Cohen, Ramius LLC (f/k/a Park Exchange LLC), Cowen Group, Inc. (f/k/a LexingtonPark Parent Corp.) and RCG Holdings LLC (f/k/a Ramius LLC) (previously filed as Exhibit 10.3 to the First Amendment to the Registration Statement on Form S-4 filed August 17, 2009 by Cowen Group, Inc.) ‡
	10.5	Employment Agreement of Morgan Stark, dated as of June 3, 2009, by and among Morgan Stark, Ramius LLC (f/k/a Park Exchange LLC), Cowen Group, Inc. (f/k/a LexingtonPark Parent Corp.) and RCG Holdings LLC (f/k/a Ramius LLC) (previously filed as Exhibit 10.4 to the First Amendment to the Registration Statement on Form S-4 filed August 17, 2009 by Cowen Group, Inc.) ‡
	10.6	Appendix A to Employment Agreement of Morgan Stark, dated as of June 3, 2009, by and between Morgan Stark, Ramius LLC (f/k/a Park Exchange LLC) and RCG Holdings LLC (f/k/a Ramius LLC) (previously filed as Exhibit 10.5 to the First Amendment to the Registration Statement on Form S-4 filed August 17, 2009 by Cowen Group, Inc.) ‡

Exhibit No.		Description
	10.7	Employment Agreement of Thomas Strauss, dated as of June 3, 2009, by and among Thomas Strauss, Ramius LLC (f/k/a Park Exchange LLC), Cowen Group, Inc. (f/k/a LexingtonPark Parent Corp.) and RCG Holdings LLC (f/k/a Ramius LLC) (previously filed as Exhibit 10.6 to the First Amendment to the Registration Statement on Form S-4 filed August 17, 2009 by Cowen Group, Inc.) ‡
	10.8	Employment Agreement of David M. Malcolm, dated as of June 3, 2009, by and among David M. Malcolm, Cowen Group, Inc. (f/k/a LexingtonPark Parent Corp.), RCG Holdings LLC (f/k/a Ramius LLC) and Cowen Holdings, Inc. (f/k/a Cowen Group, Inc.)†
	10.9	Appendix A to Employment Agreement of David M. Malcolm, dated as of June 3, 2009, by and between David M. Malcolm and Cowen Group, Inc. (f/k/a LexingtonPark Parent Corp.)†
	10.10	Employment Agreement of Christopher A. White, dated as of July 10, 2009, by and among Christopher A. White, Cowen Group, Inc. (f/k/a LexingtonPark Parent Corp.), and Cowen Holdings, Inc. (f/k/a Cowen Group, Inc.) as amended by that certain letter agreement, dated as of December 8, 2009, by and between Christopher A. White and Cowen Group, Inc.†
	10.11	Employment Agreement of Jeffrey Solomon, dated as of June 3, 2009, by and among Jeffrey Solomon, Ramius LLC (f/k/a Park Exchange LLC), Cowen Group, Inc. (f/k/a LexingtonPark Parent Corp.) and RCG Holdings LLC (f/k/a Ramius LLC) (previously filed as Exhibit 10.5 to the Form 8-K filed November 5, 2009 by Cowen Group, Inc.). ‡
	10.12	Amendment to the Investment Management Agreement, dated as of June 3, 2009, by and between Ramius LLC (f/k/a Ramius Capital Group, L.L.C. and successor by assignment from Ramius Securities, L.L.C.) and Alpine Cayman Islands Limited (f/k/a Bank Austria Cayman Islands Limited) (previously filed as Exhibit 99.14 to the First Amendment to the Registration Statement on Form S-4 filed August 17, 2009 by Cowen Group, Inc.) ‡^
	10.13	Second Amendment to the Investment Reporting Agreement, dated as of June 3, 2009, by and between Ramius Fund of Funds Group LLC (f/k/a Ramius HVB Partners LLC, New York) and Bayerische Hypo- und Vereinsbank AG, Munich) (previously filed as Exhibit 99.15 to the First Amendment to the Registration Statement on Form S-4 filed August 17, 2009 by Cowen Group, Inc.)‡^
	10.14	Lease, dated as of June 22, 2007, by and between BP 599 Lexington Avenue LLC and Ramius LLC (as successor in interest to RCG Holdings LLC (f/k/a Ramius Capital Group, LLC)), as amended by the First Amendment to Lease, dated as of June 9, 2008, by and between BP 599 Lexington Avenue LLC and Ramius LLC (as successor in interest to RCG Holdings LLC (f/k/a Ramius LLC)).†
	10.15	Sublease, dated as of December 19, 2005, by and between Société Générale and SG Cowen & Co., LLC.†
	10.16	Lease, dated as of October 29, 1993, by and between Rock-McGraw, Inc. and Société Générale.†
	10.17	Supplemental Indenture, dated as of May 5, 1998, by and between Rock-McGraw, Inc. and Société Générale.†
	10.18	Indemnification Agreement, dated as of July 11, 2006, by and among Société Générale, SG Americas Securities Holdings, Cowen and Company, LLC and Cowen Holdings, Inc. (f/k/a Cowen Group, Inc.)†
	10.19	Escrow Agreement, dated as of July 12, 2006, by and among SG Americas Securities Holdings, Inc., Cowen and Company, LLC, Cowen Holdings, Inc. (f/k/a Cowen Group, Inc.) and the escrow agent.†

Exhibit No.		Description
	10.20	Cowen Group, Inc. 2006 Equity and Incentive Plan.†
	10.21	Cowen Group, Inc. 2007 Equity and Incentive Plan.†
	10.22	Equity Award Agreement of Christopher A. White (previously filed as Exhibit 10.1 to the Form 8-K filed December 7, 2009 by Cowen Group, Inc.)‡
	21.1	Subsidiaries of Cowen Group, Inc.†
	23.1	Consent of PricewaterhouseCoopers LLP.‡
	23.2	Consent of Ernst & Young LLP.‡
	23.3	Consent of Willkie Farr & Gallagher LLP (included in the opinion referred to in Exhibit 5.1 above).†

†

Filed herewith.

‡

Previously filed.

^

Confidential treatment has been granted for certain portions of this exhibit, which portions have been omitted and filed separately with the Securities and Exchange Commission.

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Explanatory Note
PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution
Item 16. Exhibits and Financial Statement Schedules

SIGNATURES
Exhibit Index

EX-1.1

Exhibit 1.1

COWEN GROUP, INC.

(a Delaware corporation)

                          Shares of Class A Common Stock*

PURCHASE AGREEMENT

Dated:  December          , 2009

*  Plus an option to purchase from Cowen Group, Inc. all or any part of                     additional Class A Common Stock

COWEN GROUP, INC.

(a Delaware corporation)

                Shares of Common Stock

PURCHASE AGREEMENT

December        , 2009

Cowen and Company, LLC

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Credit Suisse Securities (USA) LLC

Sandler O’Neill & Partners, L.P.

as Representatives of the several Underwriters

c/o          Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park

New York, New York 10036

Ladies and Gentlemen:

Cowen Group, Inc., a Delaware corporation (the “Company”), and RCG Holdings LLC (the “Selling Shareholder”) confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Cowen and Company, LLC, Merrill Lynch, Credit Suisse Securities (USA) LLC and Sandler O’Neill & Partners, L.P. are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the issue and sale by the Company and the Selling Shareholder acting severally and not jointly and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Class A Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of               additional shares of Common Stock to cover overallotments, if any.  The aforesaid                  shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the                 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are herein called, collectively, the “Securities.”

The Company and the Selling Shareholder understand that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.

The Company and the Underwriters agree that up to  shares of the Initial Securities to be purchased by the Underwriters from the Company (the “Reserved Securities”) shall be reserved for sale by the Underwriters to certain persons designated by the Company (the “Invitees”), as part of the distribution of the Securities by the Underwriters, subject to the terms of this Agreement, the applicable

1

rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations.  The Company solely determined, without any direct or indirect participation by the Underwriters, the Invitees who will purchase Reserved Securities (including the amount to be purchased by such persons) sold by the Underwriters.  To the extent that such Reserved Securities are not orally confirmed for purchase by Invitees by           [A.M][P.M.] (New York City time) on the first business day after the date of this Agreement, such Reserved Securities may be offered to the public as part of the public offering contemplated hereby.

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (No.  333-163372), including the related preliminary prospectus or prospectuses, covering the registration of the sale of the Securities under the Securities Act of 1933, as amended (the “1933 Act”).  Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule 424(b) (“Rule 424(b)”) of the 1933 Act Regulations.  The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to Rule 430A(b) is herein called the “Rule 430A Information.”  Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.”  Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement.  Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.”  The final prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus.”  For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) or its Interactive Data Electronic Applications system (“IDEA”).

As used in this Agreement:

“Applicable Time” means              [A.M.][P.M.] New York City time, on                    or such other time as agreed by the Company and Merrill Lynch.

“General Disclosure Package” means any Issuer General Use Free Writing Prospectuses issued at or prior to the Applicable Time, the prospectus that is included in the Registration Statement as of the Applicable Time and the information included on Schedule B-1 hereto, all considered together.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations (“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”)) relating to the Securities that is (i) required to be filed with the Commission by the Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the

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Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors as evidenced by its being specified in Schedule B-2 hereto.

“Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.

SECTION 1.           Representations and Warranties.

(a)           Representations and Warranties by the Company.  The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

(i)            Registration Statement and Prospectuses.  Each of the Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act.  No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened.  The Company has complied with each request (if any) from the Commission for additional information with respect to the offering of the Securities.

Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations.  Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at the time it was filed, and the Prospectus complied in all material respects with the 1933 Act and the 1933 Act Regulations.  Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR or IDEA, except to the extent permitted by Regulation S-T.

(ii)           Accurate Disclosure.  Neither the Registration Statement nor any amendment thereto, at its effective time, at the Closing Time (or at any Date of Delivery, if any Option Securities are purchased), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.  As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) or at the Closing Date (or at any Date of Delivery, if any Option Securities are purchased), included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through Merrill Lynch expressly for use therein.  For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting (Conflicts of Interest)—Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting (Conflicts of Interest)—Price Stabilization, Short Positions” in the Prospectus and the information under the heading “Underwriting (Conflicts of Interest)—Electronic Offer, Sale and Distribution of Shares” (collectively, the “Underwriter Information”).

(iii)          Issuer Free Writing Prospectuses.  No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified.

(iv)          Company Not Ineligible Issuer.  At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.

(v)           Independent Accountants of the Company.  The accountants who certified the financial statements and supporting schedules of the Company and Ramius LLC, the predecessor entity of the Company for accounting purposes, included in the Registration Statement are independent public accountants as required by the 1933 Act, the 1933 Act Regulations, the Securities Exchange Act of 1934, as amended (the “1934 Act”), the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”) and the Public Accounting Oversight Board.

(vi)          Independent Accountants of Cowen.  The accountants who certified the financial statements and supporting schedules of Cowen Group, Inc., the predecessor to Cowen Holdings, Inc., a subsidiary of the Company (“Cowen”), included in the Registration Statement were, at all relevant times, independent public accountants as required by the 1933 Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations and the Public Accounting Oversight Board.

(vii)         Financial Statements; Non-GAAP Financial Measures.  The financial statements of the Company and RCG Holdings LLC (f/k/a Ramius LLC) included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved.  The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein.  The selected financial data and the summary financial information in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been

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compiled on a basis consistent with that of the audited financial statements included therein.  The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.  Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations.  All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable.

(viii)        Financial Statements; Non-GAAP Financial Measures of Cowen.  The financial statements of Cowen included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of Cowen and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of Cowen and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved.  The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein.  The selected financial data and the summary financial information regarding Cowen included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein.

(ix)           No Material Adverse Change in Business.  Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

(x)            Good Standing of the Company.  The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

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(xi)           Good Standing of Subsidiaries.  Cowen Holdings, Inc., Cowen and Company, LLC, Ramius LLC, Ramius Advisors, LLC and Ramius Alternative Solutions LLC are the only “significant subsidiaries” of the Company (as such term is defined in Rule 1-02 of Regulation S-X, but determined as of September 30, 2009, on a pro forma basis giving effect to the Transactions (as such term is defined in Amendment No. 1 to the Registration Statement)) (each, a “Subsidiary” and, collectively, the “Subsidiaries”).  Each of the Subsidiaries has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified to transact business and in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect.  Except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or equity interests of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity.  None of the outstanding shares of capital stock or equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary.  The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.  In no event shall either Ramius Enterprise Master Ltd. or Ramius Enterprise LP be considered a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X), a “subsidiary” of the Company or a “Subsidiary” for purposes of this Agreement.

(xii)          Capitalization.  The authorized, issued and outstanding shares of capital stock of the Company are as set forth in the General Disclosure Package and the Prospectus under the heading “Description of Capital Stock—Authorized Capital Stock” (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the General Disclosure Package and the Prospectus or pursuant to the exercise of convertible securities or options referred to in the General Disclosure Package and the Prospectus).  The outstanding shares of capital stock of the Company, including the Securities to be purchased by the Underwriters from the Selling Shareholder, have been duly authorized and validly issued and are fully paid and non-assessable.  None of the outstanding shares of capital stock of the Company, including the Securities to be purchased by the Underwriters from the Selling Shareholder, was issued in violation of the preemptive or other similar rights of any securityholder of the Company.

(xiii)         Authorization of Agreement.  This Agreement has been duly authorized, executed and delivered by the Company.

(xiv)        Authorization and Description of Securities.  The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.  The Common Stock conforms in all material respects to all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the

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instruments defining the same.  No holder of Securities will be subject to personal liability by reason of being such a holder.

(xv)         Registration Rights.  There are no persons with registration rights or other similar rights to have any securities registered for sale pursuant to the Registration Statement.  There are no persons with registration rights or other similar rights to have any securities registered for sale by the Company under the 1933 Act, other than those rights that have been disclosed in the General Disclosure Package and the Prospectus.

(xvi)        Absence of Violations, Defaults and Conflicts.  Neither the Company nor any of its Subsidiaries is in violation of its charter, by-laws or similar organizational document.  Neither the Company nor any of its subsidiaries is (A) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the properties or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (B) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect.  The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, by-laws or similar organizational document of the Company or any of its subsidiaries or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity.  As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

(xvii)       Absence of Labor Dispute.  No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or any subsidiary’s principal suppliers, manufacturers, customers or contractors, which, in either case, would result in a Material Adverse Effect.

(xviii)      Absence of Proceedings.  Except as disclosed in the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which might result in a Material

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Adverse Effect, or which might materially and adversely affect the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; and the aggregate of all pending legal or governmental proceedings to which the Company or any such subsidiary is a party or of which any of their respective properties or assets is the subject which are not described in the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not reasonably be expected to result in a Material Adverse Effect.

(xix)Accuracy of Exhibits.  There are no contracts or documents which are required to be described in the Registration Statement or to be filed as exhibits thereto which have not been so described and filed as required.

(xx)Absence of Further Requirements.  No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except (A) such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the rules of the NASDAQ Global Market LLC, state securities laws or the rules of FINRA and (B) such as have been obtained under the laws and regulations of jurisdictions outside the United States in which the Reserved Securities were offered.

(xxi)Possession of Licenses and Permits.  The Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect.  The Company and its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect.  All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect.  Neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

(xxii)Broker-Dealer Compliance.  Cowen and Company, LLC and Ramius Securities LLC are the only broker-dealer subsidiaries of the Company and the Subsidiaries.  Cowen and Company, LLC is registered as a broker-dealer with the Commission and under the laws of all fifty U.S. states, the District of Columbia and Puerto Rico, is a member of FINRA and the New York Stock Exchange, and, in each case, is in compliance with all applicable laws, rules, regulations, orders, by-laws and similar requirements in connection with such registrations and memberships, including without limitation Rule 15c3-1 under the Exchange Act, except where the failure to be so registered or in such compliance would not have a Material Adverse Effect.  The Company no longer conducts significant business through Ramius Securities LLC and Ramius Securities LLC is in the process of winding up its business.

(xxiii)Investment Adviser Compliance.  Ramius LLC, Ramius Asia LLC, Ramius Securities LLC, Ramius Alternative Solutions LLC, Ramius Advisors LLC, Ramius Structured Credit Group LLC and RCG Starboard Advisors, LLC are the only U.S. investment adviser subsidiaries of the Company and the Subsidiaries and each of them is registered as an investment

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adviser under the Investment Advisers Act of 1940, as amended, or exempt from registration under such act and under the laws of all fifty states, the District of Columbia and Puerto Rico, and is in compliance in all material respects with all applicable laws, rules, regulations, orders and similar requirements in connection therewith except where the failure to be so registered or in such compliance therewith would not have a Material Adverse Effect.  Ramius Japan Ltd. holds a Type II Financial Instrument Trading Business registration with the Financial Services Agency of Japan, Ramius Asia Ltd is an investment adviser registered in Hong Kong with the Securities and Futures Commission; and Ramius UK Ltd is an investment adviser registered in the United Kingdom with the Financial Services Authority, and each is in compliance in all material respects with all applicable laws, rules, regulations, orders and similar requirements applicable to it except where the failure to be so registered or in such compliance therewith would not have a Material Adverse Effect.

(xxiv)Title to Property.  The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries to the extent that such effect or interference would be reasonably expected to have a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect except as would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

(xxv)Possession of Intellectual Property.  The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

(xxvi)Environmental Laws.  Except as described in the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or

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threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries and (D) there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

(xxvii)Accounting Controls and Disclosure Controls.  The Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.  Except as described in the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting.

The Company and its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the 1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

(xxviii)Compliance with the Sarbanes-Oxley Act.  There is, and has been, no failure on the part of the Company or any of the Company’s directors of officers, in their capacities as such, to comply in all material respects with any applicable provision of the Sarbanes-Oxley Act of 2002 and any applicable rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

(xxix)Payment of Taxes.  All United States federal income tax returns of the Company and its Subsidiaries required by law to be filed have been filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided.  The Company and its subsidiaries have filed all other tax returns that are required to have been filed by them pursuant to applicable foreign, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has

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paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been established by the Company.  The charges, accruals and reserves on the books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

(xxx)Insurance.  The Company and its subsidiaries carry or are entitled to the benefits of insurance covering their respective properties, operations, personnel and businesses, which insurance is in such amounts and insures against such losses and risks as the Company reasonably believes are adequate to protect the Company and its subsidiaries and their respective businesses, and all such insurance is in full force and effect.  The Company has no reason to believe that it or any of its subsidiaries will not be able (A) to renew its existing insurance coverage as and when such policies expire or (B) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change.  Neither of the Company nor any of its subsidiaries has been denied any insurance coverage which it has sought or for which it has applied.

(xxxi)Investment Company Act.  The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the General Disclosure Package and the Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

(xxxii)Absence of Manipulation.  Neither the Company nor any affiliate of the Company has taken, nor will the Company or any affiliate take, directly or indirectly, any action which is designed, or would be expected, to cause or result in, or which constitutes, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(xxxiii)Foreign Corrupt Practices Act.  None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(xxxiv)Money Laundering Laws.  The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any

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Governmental Entity (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

(xxxv)OFAC.  None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any of its subsidiaries, joint venture partners or other person, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(xxxvi)Sales of Reserved Securities.  In connection with any offer and sale of Reserved Securities outside the United States, each preliminary prospectus, the Prospectus, any prospectus wrapper and any amendment or supplement thereto, at the time it was filed, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions.  The Company has not offered, or caused the Representatives to offer, Reserved Securities to any person with the specific intent to unlawfully influence (i) a customer or supplier of the Company or any of its affiliates to alter the customer’s or supplier’s level or type of business with any such entity or (ii) a trade journalist or publication to write or publish favorable information about the Company or any of its affiliates, or their respective businesses or products.

(xxxvii)Statistical and Market-Related Data.  Any statistical and market-related data included in the General Disclosure Package or the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate and the Company has obtained the written consent to the use of such data from such sources to the extent the consent of such sources is, to the Company’s knowledge, required for the use of such data.

(b)Representations and Warranties by the Selling Shareholder.  The Selling Shareholder represents and warrants to each Underwriter as of the date hereof, as of the Applicable Time and as of the Closing Time and agrees with each Underwriter, as follows:

(i)Accurate Disclosure.  The information regarding the Selling Shareholder in the General Disclosure Package and the Prospectus appearing under the heading “Security Ownership of Certain Beneficial Owners, the Selling Stockholder and Management” in the Prospectus (the “Selling Shareholder Information”) does not include any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Selling Shareholder is not prompted to sell the Securities to be sold by the Selling Shareholder hereunder by any information concerning the Company or any subsidiary of the Company which is not set forth in the General Disclosure Package or the Prospectus.

(ii)Authorization of this Agreement.  This Agreement has been duly authorized, executed and delivered by and on behalf of the Selling Shareholder.

(iii)Noncontravention.  The execution and delivery of this Agreement and the sale and delivery of the Securities to be sold by the Selling Shareholder and the consummation of the transactions contemplated herein and compliance by the Selling Shareholder with its obligations hereunder have been duly authorized by all necessary action and do not and will not, whether

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with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon the Securities to be sold by the Selling Shareholder or any property or assets of the Selling Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound, or to which any of the property or assets of the Selling Shareholder is subject, nor will such action result in any violation of the provisions of the certificate of formation or limited liability company agreement or similar organizational instrument of the Selling Shareholder, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity.

(iv)Valid Title.  The Selling Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

(v)Delivery of Securities.  Upon payment of the purchase price for the Securities to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Securities, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Securities is unnecessary because such Securities are already in possession of Cede or such nominee), registration of such Securities in the name of Cede or such other nominee (unless registration of such Securities is unnecessary because such Securities are already registered in the name of Cede or such nominee), and the crediting of such Securities on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Securities), (A) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Securities and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery (if necessary) and crediting occur, (I) such Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (II) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (III) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Securities, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (VI) if at any time DTC or other securities intermediary does not have sufficient Securities to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Securities then held by DTC or such securities intermediary.

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(vi)Absence of Manipulation.  The Selling Shareholder has not taken, and will not take, directly or indirectly, any action which is designed to or which has constituted or would be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(vii)Absence of Further Requirements.  No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by the Selling Shareholder of its obligations hereunder or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except (A) such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the rules of the NASDAQ Stock Market LLC, state securities laws or the rules of FINRA, and (B) such as have been obtained under the laws and regulations of jurisdictions outside the United States in which the Reserved Securities were offered.

(viii)No Registration or Other Similar Rights.  The Selling Shareholder does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement.

(ix)No Free Writing Prospectuses.  The Selling Shareholder has not prepared or had prepared on its behalf or used or referred to, any “free writing prospectus” (as defined in Rule 405), and has not distributed any written materials in connection with the offer or sale of the Securities.

(c)Officer’s Certificates.  Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby; and any certificate signed by or on behalf of the Selling Shareholder as such and delivered to the Representatives or to counsel for the Underwriters pursuant to the terms of this Agreement shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby.

SECTION 2.Sale and Delivery to Underwriters; Closing.

(a)Initial Securities.  On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholder, severally and not jointly, agree to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, and the Selling Shareholder, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of the Company or the Selling Shareholder, as the case may be, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase

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pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as Merrill Lynch in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

(b)Option Securities.  In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional                  shares of Common Stock, at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities.  The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities.  Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined.  If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject, in each case, to such adjustments as Merrill Lynch in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

(c)Payment.  Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019, or at such other place as shall be agreed upon by the Representatives and the Company, and the Selling Shareholder at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Shareholder (such time and date of payment and delivery being herein called “Closing Time”).

In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company.

Payment shall be made to the Company and the Selling Shareholder by wire transfer of immediately available funds to bank accounts designated by the Company and the Selling Shareholder against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them.  It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase.  Merrill Lynch, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

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(d)           Denominations; Registration.  Certificates for the Initial Securities and the Option Securities, if any, shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time or the relevant Date of Delivery, as the case may be.  The certificates for the Initial Securities and the Option Securities, if any, will be made available for examination and packaging by the Representatives in The City of New York not later than 10:00 A.M. (New York City time) on the business day prior to the Closing Time or the relevant Date of Delivery, as the case may be.

(e)           Appointment of Qualified Independent Underwriter.  The Company and the Selling Shareholder hereby confirm their engagement of Merrill Lynch as, and Merrill Lynch hereby confirms its agreement with the Company and the Selling Shareholder to render services as, a “qualified independent underwriter” within the meaning of NASD Conduct Rule 2720 adopted by FINRA (“Rule 2720”) with respect to the offering and sale of the Securities.  Merrill Lynch, solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “QIU.”

SECTION 3.           Covenants of the Company, the Selling Shareholder and the Underwriters.

(a)           The Company covenants with each Underwriter as follows:

(i)            Compliance with Securities Regulations and Commission Requests.  The Company, subject to Section 3(a)(ii), will comply with the requirements of Rule 430A, and will notify the Representatives promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective or any amendment or supplement to the Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus or the Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities.  The Company will effect all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus.  The Company will use its reasonable efforts to prevent the issuance of any stop order and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment.

(ii)           Continued Compliance with Securities Laws.  The Company will comply with the 1933 Act and the 1933 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the General Disclosure Package and the Prospectus.  If at any time when a prospectus relating to the Securities is (or, but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”), would be) required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to (x) amend the Registration Statement in order that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (y) amend or

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supplement the General Disclosure Package or the Prospectus in order that the General Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser or (z) amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly (A) give the Representatives notice of such event, (B) prepare any amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the General Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Representatives with copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement; provided that the Company shall not file or use any such amendment or supplement to which the Representatives or counsel for the Underwriters shall reasonably object.  The Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request.  The Company has given the Representatives notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company has given or will give, as the case may be, the Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object.

(iii)          Delivery of Registration Statements.  The Company has furnished or will deliver to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement as originally filed and each amendment thereto (including exhibits filed therewith) and signed copies of all consents and certificates of experts, and will also deliver to the Representatives, without charge, a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) for each of the Underwriters.  The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(iv)          Delivery of Prospectuses.  The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act.  The Company will furnish to each Underwriter, without charge, during the period when a prospectus relating to the Securities is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request.  The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(v)           Blue Sky Qualifications.  The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or

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as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

(vi)          Rule 158.  The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.

(vii)         Use of Proceeds.  The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the General Disclosure Package and the Prospectus under “Use of Proceeds.”

(viii)        Listing.  The Company will use its reasonable best efforts to effect and maintain the listing of the Securities on the NASDAQ Global Market.

(ix)           Restriction on Sale of Securities.  During a period of 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynch, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act (other than (x) a registration statement on Form S-8 under the 1933 Act or (y) a registration statement on Form S-1 with respect to the sale of shares of Common Stock by BA Alpine holdings, Inc., Bayerische Hypo- und Vereinsbank AG or HVB Alternative Advisors LLC if requested by any such entity pursuant to that certain Registration Rights Agreement of the Company, dated as of November 2, 2009, provided, that the Company shall not make any request that such registration statement be declared effective and no shares of Common Stock will be sold thereunder within such 90-day period) with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise.  The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or to be issued or options to purchase Common Stock granted or to be granted pursuant to existing employee benefit plans of the Company referred to in the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the General Disclosure Package and the Prospectus.  Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed in this clause (i) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.  During the 90-day restricted period, to the extent the consent, agreement, waiver or otherwise the permission of the Company is required by a third party to, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities

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convertible into or exercisable or exchangeable for Common Stock, by such third party, the Company will not consent to, agree to, waive any right to limit, restrict or veto, or otherwise permit any of the foregoing.

(x)            Reporting Requirements.  The Company, during the period when a Prospectus relating to the Securities is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and 1934 Act Regulations.

(xi)           Issuer Free Writing Prospectuses.  The Company agrees that, unless it obtains the prior written consent of the Representatives, it will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the Representatives will be deemed to have consented to the Issuer Free Writing Prospectuses listed on Schedule B-2 hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representatives.  The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by the Representatives as an “issuer free writing prospectus,” as defined in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission where required, legending and record keeping.  If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(b)           The Selling Shareholder covenants with each Underwriter that, unless it obtains the prior written consent of the Representatives, it will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the Representatives will be deemed to have consented to the Issuer Free Writing Prospectuses listed on Schedule B-2 hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representatives.

(c)           Each Underwriter severally covenants with the Company that, unless it obtains the prior written consent of the Company, it will not make any offer relating to the Securities that would constitute a “free writing prospectus” required to be filed by the Company with the Commission or retained by the Company under Rule 433.

SECTION 4.           Payment of Expenses.

(a)           Expenses.  The Company will pay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each amendment thereto, (ii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the

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sale, issuance or delivery of the Securities to the Underwriters, (iii) the fees and disbursements of the Company’s counsel, accountants and other advisers, (iv) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(a)(v) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto (not to exceed $50,000, together with the fees of counsel described under (viii) of this Section), (v) the printing and delivery to the Underwriters of copies of each preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (vi) the fees and expenses of any transfer agent or registrar for the Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and 50% (fifty percent) of the cost of aircraft and black car transportation chartered in connection with the road show (and the remaining 50% (fifty percent) of such aircraft and black car costs shall be paid by the Underwriters), (viii) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by FINRA of the terms of the sale of the Securities (subject to the limitation of (iv) of this Section above) (ix) the fees and expenses incurred in connection with the listing of the Securities on the NASDAQ Global Market (x) the costs and expenses (including, without limitation, any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Securities made by the Underwriters caused by a breach of the representation contained in the third sentence of Section 1(a)(ii), (xi) the reasonable fees and expenses incurred by the QIU acting in such capacity and (xii) all costs and expenses of the Underwriters, including the reasonable fees and disbursements of counsel for the Underwriters, in connection with matters related to the Reserved Securities which are designated by the Company for sale to Invitees; it being understood, however, that other than as set forth above in this Section 4(a) and as set forth below in Section 4(c), the Underwriters will pay all of their costs and expenses, including fees and disbursements, of their counsel other than in relation to matters described in (xii) above.

(b)           Expenses of the Selling Shareholder.  The Selling Shareholder will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of its counsel and other advisors.

(c)           Termination of Agreement.  If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5, Section 9(a)(i) or Section 9(a)(iii) hereof, the Company and the Selling Shareholder shall reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

(d)           Allocation of Expenses.  The provisions of this Section shall not affect any agreement that the Company and the Selling Shareholder may make for the sharing of such costs and expenses.

SECTION 5.           Conditions of Underwriters’ Obligations.  The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholder contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of the Selling Shareholder delivered pursuant to the provisions hereof, to the

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performance by the Company and the Selling Shareholder of their respective covenants and other obligations hereunder, and to the following further conditions:

(a)           Effectiveness of Registration Statement; Rule 430A Information.  The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement or any post effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened.  The Company has complied with each request (if any) from the Commission for additional information with respect to the offering of the Securities.  A prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) without reliance on Rule 424(b)(8) or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A.

(b)           Opinion of Counsel for Company.  At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Willkie Farr & Gallagher LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.

(c)           Opinion of Counsel for the Selling Shareholder.  At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Willkie Farr & Gallagher LLP, counsel for the Selling Shareholder, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Underwriters may reasonably request.

(d)           Opinion of Counsel for Underwriters.  At Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin LLP, counsel for the Underwriters, with respect to such matters as the Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.  Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

(e)           Officers’ Certificate.  At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the General Disclosure Package or the Prospectus, any Material Adverse Effect, and the Representatives shall have received a certificate of the Chief Executive Officer or Chief Operating Officer of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to their knowledge, threatened.

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(f)            Certificate of the Managing Member of the Selling Shareholder.  At the Closing Time, the Representatives shall have received a certificate of the managing member of the Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) the Selling Shareholder has complied with all agreements and all conditions on its part to be performed under this Agreement at or prior to the Closing Time.

(g)           Accountant’s Comfort Letter.  At the time of the execution of this Agreement, the Representatives shall have received from PricewaterhouseCoopers LLP and Ernst & Young LLP letters, dated such date, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letters for each of the other Underwriters containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the General Disclosure Package and the Prospectus.

(h)           Bring-down Comfort Letter.  At the Closing Time, the Representatives shall have received from PricewaterhouseCoopers LLP and Ernst & Young LLP letters, dated as of the Closing Time, to the effect that they each reaffirm the statements made in their respective letters furnished pursuant to subsection (g) of this Section, except that the specified date referred to shall be a date not more than three business days prior to the Closing Time.

(i)          Approval of Listing.  At the Closing Time, the Securities shall have been approved for listing on the NASDAQ Global Market, subject only to official notice of issuance.

(j)          No Objection.  FINRA has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements relating to the offering of the Securities.

(k)         Lock-up Agreements.  At the date of this Agreement, the Representatives shall have received agreements substantially in the forms of Exhibit C and Exhibit D hereto signed by the persons listed on Schedule C hereto, as applicable.

(l)            Conditions to Purchase of Option Securities.  In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholder contained herein and the statements in any certificates furnished by the Company and any of its subsidiaries and the Selling Shareholder hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

(i)            Officers’ Certificate.  A certificate, dated such Date of Delivery, of the Chief Executive Officer or Chief Operating Officer of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery.

(ii)           Opinion of Counsel for Company.  If requested by the Representatives, the favorable opinion of Willkie Farr & Gallagher LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

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(iii)          Opinion of Counsel for Underwriters.  If requested by the Representatives, the favorable opinion of Sidley Austin LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

(v)           Bring-down Comfort Letter.  If requested by the Representatives, letters from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letters furnished to the Representatives pursuant to Section 5(h) hereof, except that the “specified date” in the letters furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery.

(m)          Additional Documents.  At the Closing Time (and at each Date of Delivery, if any Option Securities are purchased) counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters.

(n)           Termination of Agreement.  If any condition specified in this Section shall not have been waived by the Representatives or fulfilled when and as required to be fulfilled, this Agreement, or, in the case of any condition to the purchase of Option Securities on a Date of Delivery which is after the Closing Time, the obligations of the several Underwriters to purchase the relevant Option Securities, may be terminated by the Representatives by written notice to the Company and the Selling Shareholder at any time at or prior to Closing Time or such Date of Delivery, as the case may be, and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 6, 7, 8, 15 and 16 shall survive any such termination and remain in full force and effect.

SECTION 6.           Indemnification.

(a)           Indemnification of Underwriters.  The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

(i)            against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii)           against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged

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untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Company;

(iii)against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by Merrill Lynch), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Insofar as this indemnity agreement may permit indemnification for liabilities under the 1933 Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 14.

(b)Indemnification of Underwriters by Selling Shareholder.  The Selling Shareholder agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Selling Shareholder Information.

(c)Indemnification of Company, Directors and Officers and Selling Shareholder.  Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling Shareholder and each person, if any, who controls the Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

(d)Actions against Parties; Notification.  Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially

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prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement.  In the case of parties indemnified pursuant to Section 6(a) and 6(b) above, counsel to the indemnified parties shall be selected by Merrill Lynch, and, in the case of parties indemnified pursuant to Section 6(c) above, counsel to the indemnified parties shall be selected by the Company.  An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party.  In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances; provided, that, if indemnity is sought pursuant to Section 6(f), then, in addition to the reasonable fees and expenses of such counsel for the indemnified parties, the indemnifying party shall be liable for the reasonable fees and expenses of not more than one counsel (in addition to any local counsel) separate from its own counsel and that of the other indemnified parties for the QIU in its capacity as a “qualified independent underwriter” and all persons, if any, who control the QIU within the meaning of Section 15 of the 1933 Act or Section 20 of 1934 Act in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances if, in the reasonable judgment of the QIU, there may exist a conflict of interest between the QIU and the other indemnified parties.  Any such separate counsel for the QIU and such control persons of the QIU shall be designated in writing by the QIU.  No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(e)Settlement without Consent if Failure to Reimburse.  If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel for which such party is entitled to be reimbursed in accordance with this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) or settlement of any claim in connection with any violation referred to in Section 6(g) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

(f)Indemnification of QIU.  In addition to and without limitation of the Company’s obligation to indemnify Merrill Lynch as an Underwriter, the Company also agrees to indemnify and hold harmless the QIU, its Affiliates and selling agents and each person, if any, who controls the QIU within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense whatsoever, as incurred, incurred as a result of the QIU’s participation as a “qualified independent underwriter” within the meaning of Rule 2720 in connection with the offering of the Securities.

(g)Indemnification for Reserved Securities.  In connection with the offer and sale of the Reserved Securities, the Company agrees to indemnify and hold harmless the Underwriters, their Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of

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either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered, (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by       [A.M.][P.M.] (New York City time) on the first business day after the date of the Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities.

(h)Other Agreements with Respect to Indemnification.  The provisions of this Section shall not affect any agreement among the Company and the Selling Shareholder with respect to indemnification.

SECTION 7.Contribution.  If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Shareholder, on the one hand, and the Underwriters, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Selling Shareholder, on the one hand, and of the Underwriters, on the other hand, in connection with the statements or omissions, or in connection with any violation of the nature referred to in Section 6(g) hereof, which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company and the Selling Shareholder, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the Selling Shareholder, on the one hand, and the total underwriting discount received by the Underwriters, on the other hand, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Securities as set forth on the cover of the Prospectus.

The relative fault of the Company and the Selling Shareholder, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company and the Selling Shareholder or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or violation of the nature referred to in Section 6(g) hereof.

The Company, the Selling Shareholder and the Underwriters agree that Merrill Lynch will not receive any additional benefits hereunder for serving as the QIU in connection with the offering and sale of the Securities.

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The Company, the Selling Shareholder and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7.  The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company or the Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company or the Selling Shareholder, as the case may be.  The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the number of Initial Securities set forth opposite their respective names in Schedule A hereto and not joint.

The provisions of this Section shall not affect any agreement between the Company and the Selling Shareholder with respect to contribution.

SECTION 8.Representations, Warranties and Agreements to Survive.  All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries or the Selling Shareholder submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors, any person controlling the Company or any person controlling the Selling Shareholder and (ii) delivery of and payment for the Securities.

SECTION 9.Termination of Agreement.

(a)Termination.  The Representatives may terminate this Agreement, by written notice to the Company, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the General Disclosure Package or the Prospectus, any Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representative, impracticable or inadvisable

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to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the NASDAQ Global Market, or (iv) if trading generally on the American Stock Exchange or the New York Stock Exchange or in the NASDAQ Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (vi) if a banking moratorium has been declared by either Federal or New York authorities.

(b)Liabilities.  If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7, 8, 15 and 16 shall survive such termination and remain in full force and effect.

SECTION 10.Default by One or More of the Underwriters.  If one or more of the Underwriters shall fail at Closing Time (or a Date of Delivery, if any Option Securities are purchased) to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:

(i)if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or

(ii)if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the (i) Representatives or (ii) the Company and the Selling Shareholder shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements.  As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

SECTION 11.Default by the Selling Shareholder or the Company.  (a) If the Selling Shareholder shall fail at the Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which the Selling Shareholder is obligated to sell hereunder, then the Underwriters

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may, at option of the Representatives, by notice from the Representatives to the Company, either (i) terminate this Agreement without any liability on the fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15 and 16 shall remain in full force and effect or (ii) elect to purchase the Securities which the Company has agreed to sell hereunder.  No action taken pursuant to this Section 11 shall relieve the Selling Shareholder so defaulting from liability, if any, in respect of such default.

In the event of a default by the Selling Shareholder as referred to in this Section 11, each of the Representatives and the Company shall have the right to postpone the Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required change in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements.

(b)If the Company shall fail at the Closing Time or a Date of Delivery, as the case may be, to sell the number of Securities that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 15 and 16 shall remain in full force and effect.  No action taken pursuant to this Section shall relieve the Company from liability, if any, in respect of such default.

SECTION 12.Notices.  All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication.  Notices to the Underwriters shall be directed to Merrill Lynch at One Bryant Park, New York, New York 10036, attention of Syndicate Department, with a copy to ECM Legal; notices to the Company shall be directed to it at Cowen Group, Inc., 599 Lexington Avenue, New York, NY 10022 attention of J. Kevin McCarthy, Esq.; notices to the Selling Shareholder shall be directed to it at RCG Holdings LLC, c/o Cowen Group, Inc. 599 Lexington Avenue, New York, NY 10022, Attention: Managing Member.

SECTION 13.No Advisory or Fiduciary Relationship.  Each of the Company and the Selling Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Shareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling Shareholder, or its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or the Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling Shareholder and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company and the Selling Shareholder has consulted its own respective legal, accounting, regulatory and tax advisers to the extent it deemed appropriate.

SECTION 14.Parties.  This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company and the Selling Shareholder and their respective successors.  Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or

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corporation, other than the Underwriters, the Company and the Selling Shareholder and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained.  This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company and the Selling Shareholder and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation.  No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

SECTION 15.Trial by Jury.  The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates), the Selling Shareholder and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

SECTION 16.GOVERNING LAW.  THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK.

SECTION 17.TIME.  TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT.  EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 18.Partial Unenforceability.  The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof.  If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

SECTION 19.Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

SECTION 20.Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Selling Shareholder in accordance with its terms.

Very truly yours,
COWEN GROUP, INC.
By:
	Name:
	Title:
RCG HOLDINGS LLC
By: C4S & Co., L.L.C., its Managing Member
By:
	Name:
	Title:

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CONFIRMED AND ACCEPTED,

as of the date first above written:

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

COWEN AND COMPANY, LLC

CREDIT SUISSE SECURITIES (USA) LLC

SANDLER O’NEILL & PARTNERS, L.P.

By: COWEN AND COMPANY, LLC

By

Authorized Signatory

By: MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

By

Authorized Signatory

By: CREDIT SUISSE SECURITIES (USA) LLC

By

Authorized Signatory

By: SANDLER O’NEILL & PARTNERS CORP., THE SOLE GENERAL PARTNER OF SANDLER O’NEILL & PARTNERS, L.P.

By

Authorized Signatory

For themselves and as Representatives of the other Underwriters named in Schedule A hereto.

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EX-4.1

Exhibit 4.1

By AUTHORIZED SIGNATURE THIS CERTIFIES THAT is the owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, Fully-Paid and Non Assessable Shares of Class A Common Stock, $0.01 par value, of Cowen Group, Inc. (hereinafter called the “Company”), transferable on the books of the Company by the holder hereof in person or by duly authorized attorney, upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. Witness, the seal of the Company and the signatures of its duly authorized officers. CLASS A COMMON STOCK PAR VALUE $0.01 CLASS A COMMON STOCK THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA AND NEW YORK, NY SEE REVERSE FOR CERTAIN DEFINITIONS Certificate Number Shares COWEN GROUP, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 016570| 003590|127C|RESTRICTED||4|057-423 223622 10 1 <<Month Day, Year>> * * 600620* * * * * * * * * 600620* * * * * * * * * 600620* * * * * * * * * 600620* * * * * * * * * 600620* * ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Sample **** Mr. Sample **600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares*** *600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares**** 600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****6 00620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****60 0620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600 620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares***600620**Shares****600620**Shares****60062 0**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620 **Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620* *Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620** Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**S hares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Sh * * * SIX HUNDRED THOUSAND SIX HUNDRED AND TWENTY* * * MR. SAMPLE & MRS. SAMPLE & MR. SAMPLE & MRS. SAMPLE ZQ 000000 Certificate Numbers 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 Total Transaction Num/No. 123456 Denom. 123456 Total 1234567 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 PO BOX 43004, Providence, RI 02940-3004 CUSIP XXXXXX XX X Holder ID XXXXXXXXXX Insurance Value 1,000,000.00 Number of Shares 123456 DTC 12345678 123456789012345

For value received, hereby sell, assign and transfer unto shares Attorney Dated: 20 Signature: Signature: Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) of the capital stock represented by the Certificate, and do hereby irrevocably constitute and appoint to transfer the said stock on the books of the Corporation with full power of substitution in the premises. . COWEN GROUP, INC. The Corporation will furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Signature(s) Guaranteed: Medallion Guarantee Stamp THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian (Cust) (Minor) TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act (State) JT TEN - as joint tenants with right of survivorship UNIF TRF MIN ACT - Custodian (until age ) (Cust) under Uniform Transfers to Minors Act (Minor) (State) Additional abbreviations may also be used though not in the above list.

EX-5.1

Exhibit 5.1

787 Seventh Avenue

New York, NY 10019-6099

Tel: 212 728 8000

Fax: 212 728 8111

December 14, 2009

Cowen Group, Inc.

599 Lexington Avenue

New York, New York 10022

Re:          Cowen Group, Inc. — Public Offering of Common Stock

Ladies and Gentlemen:

We have acted as counsel to Cowen Group, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), in connection with the preparation of a Registration Statement on Form S-1 (Registration No. 333-163372) (as amended, the “Registration Statement”) relating to (i) the offer and sale by the Company of 17,280,000 shares (the “Company Shares”) of Class A common stock of the Company, par value $0.01 per share (“Common Stock”), including 2,280,000 shares subject to the exercise of the underwriters’ over-allotment option, and (ii) the offer and sale by RCG Holdings LLC of 200,000 shares (the “Selling Stockholder Shares”) of Common Stock.

We have examined copies of the Amended and Restated Certificate of Incorporation of the Company, as amended, and the Amended and Restated By-Laws of the Company, the Registration Statement, all resolutions adopted by the Company’s Board of Directors, and other records and documents that we have deemed necessary for the purpose of this opinion.  We have also examined such other documents, papers, statutes and authorities as we have deemed necessary to form a basis for the opinion hereinafter expressed.

In our examination, we have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to us.  As to various questions of fact material to our opinion, we have relied on statements and certificates of officers and representatives of the Company and public officials.

Based on the foregoing, and subject to the qualifications and limitations set forth below, we are of the opinion that:

1.The Company is validly existing as a corporation in good standing under the laws of the State of Delaware.

2.When the Registration Statement has become effective under the Securities Act of 1933, as amended (the “Act”), (a) the Company Shares, when duly issued, sold and paid for, and (b) the

NEW YORK  WASHINGTONPARIS LONDONMILANROMEFRANKFURT BRUSSELS

Cowen Group, Inc.

December 14, 2009

Page 2

Selling Stockholder Shares, when sold and paid for, in each case in accordance with the terms of the prospectus included as part of the Registration Statement, will be validly issued, fully paid and non-assessable.

This opinion is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us in the prospectus included as part of the Registration Statement.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Willkie Farr & Gallagher LLP

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EX-10.8

Exhibit 10.8

EXECUTION COPY

June 3, 2009

David M. Malcolm

At the address last on the records of Cowen

Dear Greg:

As you know, Cowen Group, Inc. (“Cowen”) has entered into a Transaction Agreement and Agreement and Plan of Merger (the “Transaction Agreement”) with LexingtonPark Parent Corp. (the “Company”), Lexington Merger Corp., Park Exchange LLC (the “Exchange Sub”), and Ramius LLC (“Ramius”), pursuant to which, among other things, Cowen will become a wholly owned subsidiary of the Company and Exchange Sub will acquire substantially all of the assets and assume all of the liabilities of Ramius (collectively, the “Transaction”). The Company and Cowen desire to have your continued dedication and service pending and following the Transaction. Accordingly, we are pleased to offer you continued employment with the Company and its subsidiaries, and we look forward to continuing our mutually rewarding and beneficial relationship. This letter agreement (the “Agreement”) will outline the terms of your continued employment. This Agreement will become effective upon the Effective Time (as defined in the Transaction Agreement) (the “Effective Date”) and, as more fully set forth below, shall, as of the Effective Date, supersede any and all prior employment agreements and letters concerning your employment with Cowen and its subsidiaries, including, without limitation the Employment Agreement by and between Cowen and Company, LLC and you, dated as of March 4, 2008 (the “Previous Employment Agreement”).

1.Term. This Agreement provides the details of the terms of your employment from and following the Effective Date until termination of your employment (the “Term”), and certain other terms and conditions of your employment with the Company and its subsidiaries that continue beyond the Term unless otherwise specified.

2.Position. You shall be employed as the Chief Executive Officer and President of the Company’s Broker-Dealer Subsidiary (the “BD Subsidiary”) and shall report directly to the Chief Executive Officer of the Company. You shall also be appointed, on the Effective Date, to serve as a member of the Board of Directors of the Company and as a member of the Company’s Executive Management Committee and the Company’s Operating Committee. You shall have the duties, responsibilities and authority commensurate with your title and position and such other duties and responsibilities as may be reasonably assigned to you by the Chief Executive Officer of the Company, including (a) the responsibility of making non-binding recommendations to the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) to assist such committee in making compensation decisions relating to senior management of the BD Subsidiary and (b) the responsibility, in consultation with the Chief Executive Officer of the Company, for determining the compensation of the employees of the BD Subsidiary whose compensation is not determined by the Compensation

Committee. You shall continue to be subject to, and must comply with, all policies and procedures applicable to employees of the BD Subsidiary, as now existing or as may be modified or supplemented from time to time by the BD Subsidiary.

3.Compensation and Benefits.

(a)Base Salary.  You will be paid a base salary at the rate of not less than Four Hundred Fifty Thousand Dollars ($450,000) per annum (“Base Salary”), payable in accordance with the Company’s prevailing payroll practices but no less frequently than monthly. The term Base Salary as utilized in this Agreement shall refer to Base Salary as in effect from time to time, including any increases. Except as otherwise provided in this Agreement, any obligation to pay your Base Salary will cease upon the termination of your employment.

(b)Annual Bonus.  For each calendar year during which you are employed by the Company (excluding any period in which you are employed as a Senior Advisor, as defined below), you shall be entitled to earn an annual performance-based bonus pursuant to a Company bonus plan as determined by the Compensation Committee. The total annual bonus that may be earned by you for any calendar year is referred to herein as the “Annual Bonus.” Your Annual Bonus shall be determined by the Compensation Committee consistently with and on the same basis as, and shall have terms and conditions no less favorable than those that apply to, other similarly situated executives of the Company, provided that you shall be entitled to a minimum Annual Bonus equal to Two Hundred Thousand Dollars ($200,000) for each completed calendar year ending during the Term (excluding any Notice Period, as defined below, upon a voluntary termination without Good Reason, as defined below). Your Annual Bonuses may, at the discretion of the Compensation Committee, and consistent with similarly situated executives of the Company, include a certain percentage of restricted securities, other stock or security-based awards or deferred cash or other deferred compensation.

(c)Benefits.  During the Term, you will be entitled to employee benefits, fringe benefits and perquisites consistent with, and on the same basis as, similarly situated executives of the Company, subject to the terms of the Transaction Agreement, including, without limitation, the provisions contained in Section 7.6 thereof.

(d)Expense Reimbursement.  During the Term, the Company shall reimburse you for all reasonable expenses incurred by you in the performance of your duties in accordance with the Company’s policies applicable to similarly situated executives of the Company. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”).

(e)Vacation.  During the Term, you shall be eligible for paid-time off in accordance with the BD Subsidiary’s vacation policy.

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(f)Effective Date Payment.  You will become vested on the Effective Date in the right to be paid One Million Five Hundred Thousand Dollars ($1,500,000) (the “Effective Date Payment”). The Effective Date Payment will be paid to you in a single lump sum in cash on the Effective Date.

(g)CHRP Interest.  On March 14, 2008, you were admitted as a member of Cowen Healthcare Royalty GP, LLC (“GP LLC”), such that your interest in GP LLC equals six and one-quarter percent (6.25%) as of such date. Your interest in GP LLC relates only to the initial Cowen Healthcare Royalty Partners fund (the “Healthcare Fund”). Such membership interest in GP LLC is referred to herein as the “CHRP Interest.” At the time you were admitted as a member of GP LLC, you purchased your interest in GP LLC from Cowen Capital Partners II, LLC (“CCP II”) at a price equal to the aggregate amount paid by CCP II as of that date relating to the interest so purchased. You are obligated to make all future payments and contributions relating to capital calls by the Healthcare Fund and are entitled to receive all future distributions. The CHRP Interest vested with regard to fifty percent (50%) on January 1, 2009 and, except as otherwise provided in paragraph 5 hereof, the remaining fifty percent (50%) shall vest on January 1, 2010.

4.Restricted Stock Award.

(a)Award.  The Company will grant you, effective as of the Effective Date, 288,832 restricted shares of Company common stock (“Common Stock”) (the “Restricted Stock Award”) on the terms and conditions set forth in this paragraph 4; provided, however, if as of the Effective Date, the Company’s shareholders have not approved an amendment or a successor plan to the Cowen Group, Inc. 2007 Equity and Incentive Plan and the Cowen Group, Inc. 2006 Equity and Incentive Plan (together, the “Cowen Plan”) and there are not sufficient shares under the Cowen Plan to grant you the entire amount of shares of Common Stock subject to the Restricted Stock Award, you will be granted a “Pro-Rata Restricted Stock Award” on the Effective Date. For purposes of this Agreement, a “Pro-Rata Restricted Stock Award” means that number of restricted shares of Common Stock equal to the product of (i) (x) the total number of shares of Common Stock subject to your Restricted Stock Award, divided by (y) the total number of shares of Common Stock subject to similar restricted stock awards or restricted stock unit awards to be granted on the Effective Date and (ii) the total number of shares of Common Stock available for grant under the Cowen Plan on the Effective Date.

(b)Failure to Grant the Entire Restricted Stock Award on the Effective Date.  In the event that the Company has not granted you the entire Restricted Stock Award on the Effective Date, the Company shall, by July 1, 2010, grant you any theretofore ungranted portion of the Restricted Stock Award; provided, however, if there are insufficient shares to grant you such ungranted portion of the Restricted Stock Award, the Company shall instead, in no event later than July 1, 2010, grant you the right to receive an amount in cash equal to Two Million Five Hundred Thousand Dollars ($2,500,000), less the Effective Date value of the Pro-Rata

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Restricted Stock Award and any other portion of the Restricted Stock Award, if any, previously granted to you (such cash award, the “Cash Makeup Award”).

(c)Vesting.  The Restricted Stock Award (or the Cash Makeup Award, as applicable) shall vest and become free of restrictions in two equal installments on each of the second and third anniversaries of the Effective Date, provided that you are employed by the Company or a subsidiary thereof and have not yet given notice to terminate your employment without Good Reason (as set forth in paragraph 6 below) as of such date. Notwithstanding the foregoing, any theretofore unvested portion of the Restricted Stock Award (or the Cash Makeup Award, as applicable) shall immediately vest in full and become free of restriction (and, in the case of the Cash Makeup Award, be paid in cash within thirty (30) days of the date of termination), in the event that, (i) your employment is terminated (x) by the Company other than for Cause (as defined below), (y) due to your death or Disability (as defined below) or (z) by you for Good Reason (as defined below) or (ii) a Change in Control of the Company (as defined in the Cowen Group, Inc. 2007 Equity and Incentive Plan, as may be revised to reflect the structure of the Company following the Transaction) occurs after the Effective Date (each of the events in clauses (i) and (ii), an “Accelerated Vesting Event”). In the event that an Accelerated Vesting Event occurs prior to the Company having granted you any portion of the Restricted Stock Award or the Cash Makeup Award, as applicable, you shall vest in full in, and be paid in cash within thirty (30) days of the date of termination (or, in the event of a Change in Control, on the date of such Change in Control), an amount in cash equal to the theretofore ungranted portion of the Restricted Stock Award.

(d)Registration.  As of the Effective Date, the Company shall, at its expense, reserve for issuance a number of shares of Common Stock at least equal to the number of shares of Common Stock that will be subject to the Restricted Stock Award and shall, as soon as reasonably possible after the Effective Date, file a registration statement on Form S-8 (or any successor form, or if Form S-8 is not available, other appropriate forms) with respect to the shares of Common Stock subject to the Restricted Stock Award. The Company shall thereafter maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as you hold the Restricted Stock Award (or any portion thereof) or any of the shares of Common Stock that were previously subject to the Restricted Stock Award, or until such earlier date as such Restricted Stock Award and shares of Common Stock, as applicable, may otherwise be freely sold under applicable law.

(e)Other Terms of Restricted Stock Award; Form of Agreement.  The terms of your Restricted Stock Award will be evidenced in an award agreement by and between you and the Company, which will be substantially in the same form as (and shall in no event contain terms less favorable to you than those contained in) the “Form of 2007 Equity Award Agreement for Executive Officers” filed as Exhibit 10.25 to the Cowen Group, Inc. Form 10-K for the year ended December 31, 2008, provided that such award agreement will be modified to incorporate

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the terms of this Agreement (including, without limitation, the defined terms contained herein and the restrictive covenants set forth herein) which shall, in any event, control.

5.Termination of Employment.

(a)By the Company Other than for Death, Disability or for Cause; By Youfor Good Reason.  If your employment is terminated (i) by the Company for any reason other than due to (x) your death or Disability (as defined below) or (y) for Cause (as defined below) or (ii) by you upon resignation for Good Reason (as defined below), you shall be entitled to receive (A) that portion of your Base Salary earned, but unpaid as of the date of termination, paid within thirty (30) days of the date of your termination, (B) any Annual Bonus earned by you for a prior completed calendar year to the extent not theretofore paid and not theretofore deferred (with any such deferred amounts to be paid in accordance with and at the times set forth in the applicable deferral arrangement) paid at the same time as all other Company annual bonuses are paid for the year in which your employment terminates, but in no event later than March 15 of the calendar year following the year in which your employment terminates (the amounts described in clauses (A) and (B), and the times at which such amounts are paid, shall be hereinafter referred to as the “Accrued Obligations”); (C) your rights and interests in the CHRP Interest shall immediately vest, (D) you shall be entitled to receive a lump sum cash payment (the “Separation Payment”) equal to the sum of (x) Two Million Two Hundred Fifty Thousand Dollars ($2,250,000), (y) your Base Salary as of the end of the calendar year immediately preceding the calendar year in which such termination occurs, and (z) the cash portion of your Annual Bonus in respect of the calendar year immediately preceding the calendar year in which such termination occurs, and (E) in addition to any rights you have with respect to the Restricted Stock Award under paragraph 4 of this Agreement, (1) any outstanding equity awards shall become fully vested and exercisable and any restrictions thereon shall lapse effective as of your date of termination (provided that any delays in payment or settlement set forth in such grant or award agreements that are required under Section 409A shall remain effective) and (2) any stock options outstanding as of your date of termination shall remain exercisable for the remainder of the respective terms of such stock options (taking into account any provisions of the equity incentive plan or option agreements that cause them to expire or be replaced in connection with changes in control or similar events) (clauses (1) and (2) collectively referred to herein as the “Equity Benefits”). In order to receive the Separation Payment, you will also be required to sign a Settlement Agreement and Release of the Company in a form customarily used by the BD Subsidiary, which will include a general release of known and unknown claims, provisions relating to return of Company property and non-disparagement and a requirement to cooperate regarding any future litigation (the “Release”) within fifty-two (52) days of the date of termination of your employment (or such earlier time as may be permissible under the Release taking into account any revocation period). The Separation Payment shall be paid to you within ten (10) days following the expiration of the revocation period applicable to the Release and in no event later than sixty (60) days of the date of termination of your employment, assuming you have signed, returned to the Company and not revoked the Release. You may not both become a “Senior Advisor” (as provided in paragraph 5(b) below) and resign your employment for Good Reason. Accordingly, in the event you

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become a Senior Advisor, you shall not be entitled to payment under this paragraph 5(a) and you shall be limited to the rights, terms and conditions set forth in paragraph 5(b) (Senior Advisor Status). Conversely, in the event you resign your employment for Good Reason, you shall not be entitled to payments as a Senior Advisor under paragraph 5(b) (Senior Advisor Status) and Appendix A hereto, and shall be limited to the rights, terms and conditions set forth in this paragraph 5(a).

(b)Senior Advisor Status.  When by reason of your retirement in accordance with the applicable policy of the Company (which for the avoidance of doubt permits retirement on or after the attainment of age 55 with five years of service) at any time on or after the date that annual bonuses are paid by the Company in respect of the Company’s 2011 fiscal year, you cease to serve as the Chief Executive Officer and President of the BD Subsidiary (or in whatever position you then serve), provided you are otherwise an employee in good standing at that time, and continuing for a three (3) year period, the Company will employ you as a Senior Advisor pursuant to a Senior Advisor Agreement in the form attached hereto as Appendix A.

(c)Death or Disability.  Your employment shall terminate on your death. If you become “Disabled,” the Company may terminate your employment by giving you thirty (30) days’ written notice of its intention to do so unless you return to full-time performance of your duties within such thirty (30)-day period. “Disabled” and “Disability,” as used herein, shall mean your inability to perform the essential duties and responsibilities of your job with or without reasonable accommodation, for a continuous period of ninety (90) days or more, or for one hundred twenty (120) days or more in a twelve (12)-month period, due to a physical or mental condition. Disputes on the issues of Disability shall be determined by an impartial, reputable physician agreed upon by the parties or their respective doctors. Upon termination under this paragraph 5(c), in addition to any rights you have under paragraph 4 of this Agreement, you or your estate shall (i) vest in and be entitled to retain all rights and interests in the CHRP Interest and (ii) be entitled to receive the Equity Benefits. In addition, you or your estate shall be entitled to receive the Accrued Obligations.

(d)Termination for Cause.  The Company may terminate your employment with or without Cause. Upon termination of employment for Cause, you shall be entitled to receive only that portion of your Base Salary earned, but unpaid, as of the date of termination, payable no later than thirty (30) days after your date of termination. Upon termination of your employment for Cause, you or your estate shall be entitled to retain any amounts distributed to you in connection with your receipt of the CHRP Interest; provided, however, the entirety of your membership interest in GP LLC shall revert back to CCP II at cost, and CCP II shall promptly pay to you the sum of your membership interest payments (i.e., the amount you paid to CCP II for the interest) plus any amounts subsequently paid by you in connection with capital calls, if any, less any distributions previously received by you in respect of such membership interests. For purposes of this Agreement, “Cause” shall mean the occurrence of an event set forth in clauses (i) through (iv) below as determined by the Board of Directors of the Company in good faith:

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(i)your conviction of any crime (whether or not related to your duties at the BD Subsidiary), with the exception of minor traffic offenses;

(ii)fraud, dishonesty, gross negligence or substantial misconduct in the performance of your duties and responsibilities of your employment;

(iii)your material violation of or failure to comply with the Company’s internal policies or the rules and regulations of any regulatory or self-regulatory organization with jurisdiction over the BD Subsidiary;

(iv)your failure to perform the material duties of your position.

In the case of clauses (ii) through (iv) above, to the extent your alleged breach is reasonably subject to cure, your employment shall not be terminated for Cause unless and until you have been given written notice and shall have failed to correct any such violation, failure or refusal to follow instructions within ten (10) business days of such notice.

(e)Termination By You without Good Reason.  You may terminate your employment with or without “Good Reason”. Subject to the provisions of paragraph 5(b) herein, upon termination of your employment by you without Good Reason, you shall be entitled to receive only that portion of your Base Salary earned, but unpaid, as of the effective date of termination, payable no later than thirty (30) days after the effective date of termination and to retain all rights and interests in that portion of the CHRP Interest that has vested as of the commencement of the Notice Period (defined below), but you shall not be entitled to any of the payments or benefits set forth on Appendix A hereto. For purposes of this Agreement, “Good Reason” shall mean:

(i)any requirement that your services during the Term be rendered primarily at a location or locations other than the Company’s or the BD Subsidiary’s offices in New York, New York;

(ii)a material diminution by the Company or the BD Subsidiary of your positions, roles and responsibilities as Chief Executive Officer and President of the BD Subsidiary or as otherwise contemplated by Section 2 of this Agreement, including the Company’s failure to appoint (or reappoint) you to serve as a member of the Company’s Board of Directors, Executive Management Committee or Operating Committee; or

(iii)any material breach of this Agreement by the Company.

In order to invoke a termination for Good Reason, you must provide written notice to the Company of the existence of the conditions giving rise to such “Good Reason” within ninety (90) days following your knowledge of the initial existence of such condition or conditions, and the Company shall have thirty (30) days following receipt of such written notice (the “Cure Period”) during which

7

it may remedy the condition. In the event that the Company fails to remedy the condition constituting Good Reason during the Cure Period, you must deliver notice to the Company of your intention to terminate employment, if at all, within ninety (90) days following the Cure Period in order for such termination to constitute a termination for Good Reason.

(f)Further Effect of Termination on Board and Officer Positions.  If your full time employment ends for any reason (including upon your becoming a Senior Advisor), you agree that you will cease immediately to hold any and all officer or director positions you then have with the Company or any subsidiary, absent a contrary direction from the Board of Directors of the Company (which may include either a request to continue such service or a direction to cease serving upon notice without regard to whether your employment has ended). You hereby irrevocably appoint the Company to be your attorney-in-fact to execute any documents and do anything in your name to effect your ceasing to serve as a director and officer of the Company and any subsidiary, should you fail to resign following a request from the Company to do so. A written notification signed by a director or duly authorized officer of the Company that any instrument, document or act falls within the authority conferred by this clause will be conclusive evidence that it does so.

(g)No Mitigation; Offset.  In no event shall you be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to you under any of the provisions of this Agreement and such amounts shall not be reduced whether or not you obtain other employment. In the event of your termination of employment, the Company may offset, to the fullest extent permitted by law, any amounts due to the Company from you, or advanced or loaned to you by the Company, from any monies owed to you or your estate by reason of your termination, except to the extent such withholding or offset is not permitted under Section 409A without the imposition of additional taxes or penalties on you.

6.Notice of Termination.  You shall not voluntarily (other than in connection withyour becoming a Senior Advisor) terminate your employment relationship with the Company or any of its affiliates without Good Reason without first giving the Company at least one hundred eighty (180) days’ prior written notice of the effective date of your resignation or other termination (the “Notice Period”). Such written notice shall be sent by certified mail to the General Counsel of the Company at the Company’s primary New York address. The Company retains the right to waive the notice requirement in whole or in part or to place you on paid leave for all or part of the Notice Period. In the alternative, at any time after you give notice, the Company may, but shall not be obligated to, provide you with work and (a) require you to comply with such conditions as it may specify in relation to transitioning your duties and responsibilities; (b) assign you other duties; or (c) withdraw any powers vested in, or duties assigned to you. You and the Company shall take all steps necessary (including with regard to any post-termination services by you) to ensure that any termination of your employment described in this Agreement constitutes a “separation from service” within the meaning of Section 409A, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the “date of termination of your employment.”

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7.Non-Solicitation.  While employed and for a period of one (1) year following your date of termination for any reason whatsoever, you shall not, without the prior written consent of the Company, directly or indirectly: (a) solicit or induce, or cause others to solicit or induce, any employees of the Company to leave the Company or in any way modify their relationship with the Company; (b) hire or cause others to hire any employees of the Company; (c) encourage or assist in the hiring process of any employees of the Company or in the modification of any such employee’s relationship with the Company, or cause others to participate, encourage or assist in the hiring process of any employees of the Company; or (d) directly or indirectly solicit the trade or patronage of any clients or customers or any prospective clients or customers of the Company with respect to any investment banking or alternative investment products, services, trade secrets or other investment banking or alternative investment product matters in which the Company is active, which includes, but is not limited to, investment banking, hedge fund and private equity investments, sales and trading and/or research. For purposes of paragraphs 7, 8, 9 and 10 of this Agreement, Company shall mean the Company and its controlled affiliates. This provision shall survive the expiration of the Term.

8.Non-Competition.  During the Term (including any applicable Notice Period), you may not, anywhere in the United States or elsewhere in the world, directly or indirectly, be employed by, assist or otherwise be affiliated with any Competitor of the Company. For purposes of this Agreement, “Competitor” of the Company shall mean any public or private investment banking or commercial banking firm, as well as any firm engaging in alternative investment strategies, including hedge fund and private equity fund investments, as well as any of such firms’ subsidiaries or controlled affiliates; provided, that ownership for personal investment purposes only of less than 2% of the voting stock of any publicly held corporation shall not constitute a violation hereof.

9.Non-Disclosure of Confidential Information.  You shall not at any time, whether during your employment or following the termination of your employment, for any reason whatsoever, directly or indirectly, disclose or furnish to any entity, firm, corporation or person, except as otherwise required by law or in the direct performance of your duties, any confidential or proprietary information of the Company with respect to any aspect of its operations, business or clients. “Confidential or proprietary information” shall mean information generally unknown to the public to which you gain access by reason of your employment by the Company and includes, but is not limited to, information relating to all present or potential customers, business and marketing plans, sales, trading and financial data and strategies, operational costs, and employment benefits and compensation. This provision shall survive the expiration of the Term.

10.Company Property.  All records, files, memoranda, reports, customer information, client lists, documents and equipment relating to the business of the Company, which you prepare, possess or come into contact with while you are an employee of the Company, shall remain the sole property of the Company. You agree that upon the termination of your employment, you shall provide to the Company all documents, papers, files or other material in your possession and under your control that are connected with or derived from your services to

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the Company. You agree that the Company owns all work product, patents, copyrights and other material produced by you during your employment with the Company. This provision shall survive the expiration of the Term.

11.Injunctive Relief.  In the event of a breach by you of your obligations under this Agreement, the Company, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. You acknowledge that the Company shall suffer irreparable harm in the event of a breach or prospective breach of paragraphs 7, 8, 9 and/or 10 hereof and that monetary damages would not be adequate relief.  Accordingly, the Company shall be entitled to seek injunctive relief in any federal or state court of competent jurisdiction located in New York County, or in any state in which you reside. This provision shall survive the expiration of the Term.

12.Arbitration.  Any and all disputes arising out of or relating to your employment or the termination of your employment pursuant to this Agreement, including any statutory claims based on alleged discrimination, will be submitted to and resolved exclusively by the American Arbitration Association (“AAA”) pursuant to the AAA’s Employment Arbitration Rules and Mediation Procedures. The arbitration shall be held in the City of New York. The Company and you each hereby irrevocably waive any right to a trial by jury in any action, suit or other legal proceeding arising under or relating to any provision of this Agreement. The arbitration award shall be binding upon both parties, and judgment upon the award may be entered in a court of competent jurisdiction.

13.Severability.  Should any provision herein be rendered or declared legally invalid or unenforceable by a court of competent jurisdiction or by the decision of an authorized governmental agency, invalidation of such part shall not invalidate the remaining portions thereof.

14.Treatment of Current Equity; Share Lockup.  Notwithstanding anything to the contrary in any of (i) the Previous Employment Agreement, (ii) the Cowen Group, Inc. 2007 Equity and Incentive Plan, (iii) the Cowen Group, Inc. 2006 Equity and Incentive Plan, (iv) the Transaction Agreement, and (v) any other applicable agreement, contract, or arrangement between you and Cowen or any of its subsidiaries, you hereby agree that neither the Transaction nor any related transaction shall result in the accelerated vesting of, or lapsing of restrictions on, any outstanding equity awards held by you as of the Effective Date. You shall be prohibited from selling any portion of the shares of Common Stock held by you as of the Effective Date or received (net of any shares sold or withheld at that time to pay taxes) by you upon the vesting and/or exercise of equity awards granted to you prior to the Effective Date, in either case until the first to occur of (a) the one (1) year anniversary of the Effective Date, (b) your termination of employment by the Company without Cause, due to your death or Disability, or by you for Good Reason, and (c) the occurrence of a Change in Control of the Company occurring after the Effective Date.

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15.Complete Agreement.  The provisions herein contain the entire agreement and understanding of the parties regarding compensation and your employment and shall, as of the Effective Date, fully supersede any and all prior agreements, representations, promises or understandings, written or oral, between them pertaining to the subject matter, including, without limitation the Previous Employment Agreement. In the event that either (i) the Transaction is not consummated, (ii) the Transaction Agreement is terminated in accordance with its terms or (iii) your employment with Cowen has terminated prior to the Effective Date, this Agreement shall be null and void ab initio and of no further force and effect. The provisions of this Agreement may not be changed or altered except in writing signed by you and a duly authorized agent of the Company.

16.Choice of Law.  The interpretation and application of the terms herein, and your employment relationship at the Company, shall be governed by the laws of the State of New York without regard to principles of conflict of laws.

17.No Waiver.  Any failure by either party to exercise its rights to terminate this offer or to enforce any of its provisions shall not prejudice such party’s rights of termination or enforcement for any subsequent or further violations, breaches or defaults by the other party. A waiver of any provision of this Agreement shall not be valid or effective unless memorialized in writing and signed by both parties to this Agreement.

18.Assignment.  The rights and obligations of the Company under this Agreement will be transferable, and all of its covenants and agreements will be binding upon and be enforceable by its successors and assigns. You may not assign your rights under this Agreement and the terms and conditions stated herein.

19.Tax Compliance.  The Company or any of its applicable affiliates shall withhold from any amounts payable or provided under this Agreement such federal, state or local taxes as shall be required to be withheld under any applicable law or regulation and other required or applicable deductions. If and to the extent any portion of any payment, compensation or other benefit provided to you in connection with your separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are a specified employee as defined in Section 409A(a)(2)(B)(i), as determined by the Company or any of its applicable affiliates in accordance with its procedures, by which determination you hereby agree that you are bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of separation from service (as determined under Section 409A (the “New Payment Date”), except as Section 409A may then permit. The aggregate of any payments that otherwise would have been paid to you during the period between the date of separation from service and the New Payment Date shall be paid to you in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. If you die during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal representative of your estate on the first to occur of the New Payment Date and thirty (30) days after the date of your death. For purposes of this Agreement, each amount to

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be paid or benefit to be provided shall be construed as a separate payment for purposes of Section 409A, and any payments that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor any of its applicable affiliates nor you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, without limitation, that (a) in no event shall reimbursements to you under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided, that you shall have submitted an invoice for such fees and expenses at least ten (10) days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (b) the amount of in-kind benefits that you are entitled to receive in any given calendar year shall not affect the in-kind benefits that you are entitled to receive in any other calendar year; (c) your right to such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (d) in no event shall your entitlement to such reimbursements or such in-kind benefits apply later than your remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). This Agreement is intended to comply with the provisions of Section 409A and shall, to the extent practicable, be construed in accordance therewith. In no event shall a tax gross-up payment be paid later than the end of the year following the year that the related taxes, or taxes on the underlying income or imputed income, are remitted to the applicable taxing authority. Terms defined in this Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. In any event, neither the Company nor any of its affiliates makes any representations or warrant and shall have no liability to you or any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Section 409A but not to satisfy the conditions of Section 409A.

20.Survivorship.  Upon the expiration or other termination of this Agreement or youremployment, the respective rights and obligations of the parties hereto shall survive to the extent necessary to carry out the intentions of the parties under this Agreement.

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Please indicate your acceptance of these terms by signing and returning one copy of this Agreement. The second copy is for your records.

				Sincerely,
				COWEN GROUP, INC.
				By:	/s/ Christopher A. White
				Name:	Christopher A. White
				Title:	Vice President
ACKNOWLEDGED AND AGREED:
RAMIUS LLC
By:  C4S & Co., L.L.C., its managing member
By:		/s/ Peter A. Cohen
Name:		Peter A. Cohen
Title:		Managing Member
ACKNOWLEDGED AND AGREED:
LEXINGTONPARK PARENT CORP.
By:		/s/ Christopher A. White
Name:		Christopher A. White
Title:		Vice President
By:		/s/ Jeffrey M. Solomon
Name:		Jeffrey M. Solomon
Title:		President
AGREED AND ACCEPTED:
Signed:			/s/ David M. Malcolm
			David M. Malcolm
Date:	June 3, 2009

Signature Page to Employment Letter of David M. Malcolm

EX-10.9

Exhibit 10.9

APPENDIX A

June 3, 2009

David M. Malcolm

At the address last on the records of Cowen

Dear Greg:

This letter (the “Agreement”) is an appendix to your employment letter agreement (the “Executive Letter Agreement”), dated as of June 3, 2009, with Cowen Group, Inc. (“Cowen”) and LexingtonPark Parent Corp. (the “Company”). Defined terms otherwise used in this Agreement shall have the meaning ascribed to them in the Executive Letter Agreement. This Agreement shall constitute your agreement relating to your post-retirement employment with the Company and the BD Subsidiary, effective as of June 3, 2009, as a Senior Advisor. As set forth more fully below, except as otherwise provided in this Agreement, this Agreement shall supersede any and all prior employment agreements and letters relating to your employment with the Company, including the Executive Letter Agreement.

1.Position.

(a)Commencing upon the date on which your service as a Senior Advisor first commences due to your cessation of full-time employment as contemplated by and in accordance with Section 5(b) of the Executive Letter Agreement (the “Effective Date”), and continuing for thirty-six (36) months from the Effective Date, except as otherwise specified herein (the “Term”), the Company shall employ you as a Senior Advisor.

(b)During your employment as a Senior Advisor you may not be employed by, or otherwise affiliated in any way with, any “Competitor” of the Company, as defined below. You may be affiliated with a business that is not a Competitor; provided, however, that such affiliation does not interfere with your ability to perform your duties and responsibilities set forth in this Agreement.

(c)During your employment you shall be subject to, and must comply with, all Company policies and procedures applicable to the BD Subsidiary’s Managing Directors, as now existing or as may be modified or supplemented by the Company in its sole discretion.

2.Duties and Responsibilities.  Your duties and responsibilities as a Senior Advisor shall be defined by mutual agreement between you and the Board of Directors of the Company; provided, however, that your time commitment to the Company and the BD Subsidiary as a Senior Advisor shall not exceed twenty percent (20%) of the average level of bona fide services performed by you on behalf of the Company and the BD Subsidiary during the thirty-six (36) month period immediately preceding the commencement of your service as a Senior Advisor.

3.Use of Facilities.  During your employment as a Senior Advisor to the Company and the BD Subsidiary, the Company shall provide you with reasonable use of, and access to, office space on the Company’s premises if such space is then available. You shall also have reasonable use of the Company’s other services and facilities as necessary to carry out your duties as a Senior Advisor, the costs of which will be borne the Company.

4.Compensation.

(a)Base Salary.  You will be entitled to receive a base salary at the rate of Seven Hundred Fifty Thousand Dollars ($750,000) per annum, less applicable tax and payroll deductions (the “Base Salary”), payable in accordance with the Company’s prevailing payroll practices. Any obligation to pay your Base Salary will commence upon the Effective Date of this Agreement and shall cease upon the termination of your employment as a Senior Advisor. You will not be entitled to any other compensation, including any bonus.

(b)Change in Control.  Provided there is a Change in Control of the Company during the Term of this Agreement (as defined in paragraph 1(a) above) and, provided further, that as of the date of such a Change in Control, you are employed as a Senior Advisor, and have not given notice of your voluntary termination or resignation, you shall be entitled to receive in one lump sum, the unpaid balance of your Base Salary for the remainder of the Term, less applicable tax and payroll deductions (the “Retirement Change in Control Payment”). The Retirement Change in Control Payment shall be payable by the Company to you within ten (10) calendar days of any Change in Control.

(c)Equity Vesting.  Provided that you are not employed by, or otherwise affiliated with, any Competitor (as defined below) of the Company during the Term of this Agreement or thereafter, any Company securities, stock, deferred cash or deferred compensation you received from the Company prior to the Effective Date of this Agreement, shall continue to vest in accordance with, and subject to, the terms and conditions set forth in the applicable award agreements granting you such equity or deferred compensation.

5.Benefits.  During the Term, you, your spouse and your eligible dependents will be eligible to receive health and medical benefits, to the extent such eligibility is permissible under the health and medical benefit plans in place at the Company at that time. All such health and medical benefits shall be provided in accordance with the terms and eligibility requirements of

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their respective plans, but in no event on terms that are less favorable than those then existing and applied to similarly situated executives of the Company.

6.Expenses.  All documented and verified, reasonable and necessary expenses which you incur in connection with the performance of your duties hereunder shall be reimbursed in accordance with the Company’s general policies. You must submit proper documentation for each such expense within sixty (60) days after the later of (i) your incurrence of such expense or (ii) your receipt of the invoice for such expense.

7.Termination of Employment.

(a)Death or disability.  Your employment as a Senior Advisor shall terminate on your death. If you become disabled, the Company may terminate your employment by giving you thirty (30) days written notice of its intention to terminate this Agreement. In such event, your employment shall be terminated unless you return to full-time performance of your duties within such thirty (30) day period. “Disabled”, as used herein, shall mean “Disability,” as such term is defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). Disputes on the issues of disability shall be determined by an impartial, reputable physician agreed upon by the parties or their respective doctors. Upon termination under this paragraph 7(a), you or your estate shall be entitled to receive (i) the Equity Benefits and (ii) any benefits or compensation that have been earned, but unpaid, as of the date of termination.

(b)Cause.  Nothing herein shall prevent the Company from terminating your employment for cause. For purposes of this Agreement, “Cause” shall mean the occurrence of an event set forth in clauses (i) through (iv) below as determined by the Board of Directors of the Company in good faith:

(i)your conviction of any crime (whether or not related to your duties at the BD Subsidiary), with the exception of minor traffic offenses;

(ii)fraud, dishonesty, gross negligence or substantial misconduct in the performance of your duties and responsibilities;

(iii)your material violation of or failure to comply with the Company’s internal policies or the rules and regulations of any regulatory or self-regulatory organization with jurisdiction over the BD Subsidiary;

(iv)your failure to perform the material duties of your position.

In the case of clauses (ii) through (iv) above, to the extent your alleged breach is reasonably subject to cure, your employment shall not be terminated for Cause unless and until you have been given written notice and shall have failed to correct any such violation, failure or refusal to follow instructions within ten (10) business days of such notice.

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Upon termination under this paragraph 7(b), you shall be entitled to receive only that Base Salary earned but unpaid as of the date of termination.

(c)Offset.  In the event of termination, the Company may offset, to the fullest extent permitted by law, any amounts due to the Company from you, or advanced or loaned to you by the Company, from any monies owed to you or your estate by reason of your termination, except to the extent such withholding or offset is not permitted under Section 409A without the imposition of additional taxes or penalties on you.

8.Notice of Resignation or Termination of Employment.  During the Term of this Agreement, you will not voluntarily resign or otherwise terminate your employment as a Senior Advisor without first giving the Company at least ninety (90) days prior written notice of the effective day of your resignation or other termination. Such written notice shall be sent, by certified mail, to the Company, Attn: General Counsel of the Company at the Company’s primary New York address. The Company retains the right to waive the notice requirement in whole or in part. The Company may, but shall not be obligated to, provide you with work at any time after such notice is given pursuant to this paragraph and the Company may, in its discretion, in respect of all or part of an unexpired period of notice: (i) require you to comply with such conditions as it may specify in relation to transitioning your duties and responsibilities, (ii) assign you other duties or (iii) withdraw any powers vested in, or duties assigned to, you. Upon termination under this paragraph 8, you shall be entitled to receive only that Base Salary earned but unpaid as of the date of termination.

9.Non-Solicitation.

(a)While employed by the Company as a Senior Advisor and for a period of two (2) years following the expiration of the Term of your employment or the effective date of your termination, you will not, without the Company’s prior written consent, directly or indirectly, (a) solicit or induce, or cause others to solicit or induce, any employees of the Company to leave the Company, or in any way modify their relationship with the Company, (b) hire or cause others to hire any employees of the Company, (c) encourage or assist in the hiring process of any employees of the Company or in the modification of any such employee’s relationship with the Company, or cause others to participate, encourage or assist in the hiring process of any employees of the Company.

(b)In addition, while employed by the Company as a Senior Advisor and for a period of two (2) years following the expiration of the Term of your employment or the effective date of your termination, you agree you will not, directly or indirectly, solicit the trade or patronage of any clients or customers or any prospective clients or customers of the Company with respect to any investment banking or alternative investment products, services, trade secrets or other investment banking or alternative investment product matters in which the Company is active, which includes, but is not limited to, investment banking, hedge fund and private equity investments, sales and trading and/or research. This paragraph 9 shall survive expiration of the

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Term and shall continue in full force and effect during your employment with the Company and thereafter as applicable.

10.Non-Competition.  During your employment as a Senior Advisor and for a period of one (1) year following the expiration of the Term of your employment or the effective date of your termination, you may not, anywhere in the United States or elsewhere in the world, directly or indirectly, be employed by, assist or otherwise be affiliated with any Competitor of the Company. For purposes of this Agreement, “Competitor” of the Company shall mean any public or private investment banking or commercial banking firm, as well as any firm engaging in alternative investment strategies, including hedge fund and private equity fund investments, as well as any of such firms’ subsidiaries or controlled affiliates. This paragraph 10 shall survive expiration of the Term and shall continue in full force and effect during your employment with the Company and thereafter as applicable.

11.Non-Disclosure of Confidential Information.  You will not at any time, whether during your employment or following the termination or expiration of your employment, for any reason whatsoever, and forever hereafter, directly or indirectly disclose or furnish to any firm, corporation or person, except as otherwise required by law, any confidential or proprietary information of the Company with respect to any respect of its operations or affairs. “Confidential or proprietary information” shall mean information generally unknown to the public to which you gain access by reason of your employment by the Company and includes, but is not limited to, information relating to all present or potential customers, business and marketing plans, sales, trading and financial data and strategies, salaries and employment benefits, and operational costs. This paragraph 11 shall survive expiration of the Term and shall continue in full force and effect during your employment with the Company and thereafter as applicable.

12.Return of Company Property and Company Work Product.  All records, files, memoranda, reports, customer information, client lists, documents, equipment, and the like, relating to the business of the Company which you prepared or came into contact with while you were an employee of the Company, shall remain the sole property of the Company. You agree that on request by the Company, and in any event upon the termination of your employment, you shall turn over to the Company all documents, papers, or other material in your possession and under your control which may contain or be derived from confidential information, together with all documents, notes, or other work product which is connected with or derived from your services to the Company whether or not such material is in your possession. You agree you shall have no proprietary interest in any work product developed or used by you and arising out of employment by the Company. This paragraph 12 shall survive expiration of the Term and shall continue in full force and effect during your employment with the Company and thereafter as applicable.

13.Remedies and Rights to Injunctive Relief.  In the event of a breach by you of your obligation under this Agreement, the Company, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its

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rights under this Agreement. You acknowledge that the Company shall suffer irreparable harm in the event of a breach or prospective breach of paragraphs 9, 10, 11 and/or 12 hereof and monetary damages would not be adequate compensation. Accordingly, the Company shall be entitled to seek injunctive relief in any federal or state court of competent jurisdiction located in New York County. You waive the defense that a remedy at law would be adequate. This paragraph 13 shall survive expiration of the Term and shall continue in full force and effect during your employment with the Company and thereafter as applicable.

14.Arbitration; Legal Fees.

(a)Any and all disputes arising out of or relating to your employment or the termination of your employment with the Company, including any statutory claims based on alleged discrimination, will be submitted to and resolved exclusively by the American Arbitration Association (“AAA”) pursuant to the AAA’s Employment Arbitration Rules and Mediation Procedures. The arbitration shall be held in the City of New York. In agreeing to arbitrate your claims, you recognize that you are waiving your right to a trial in court and by a jury. The arbitration award shall be binding upon both parties, and judgment upon the award may be entered in a court of competent jurisdiction. The cost of such proceedings, including all filing and session fees, and all attorneys’ fees, shall be assessed in accordance with the AAA Rules or as otherwise determined by the arbitrator.

(b)The arbitrators shall not have authority to amend, alter, modify, add to or subtract from the provisions hereof. The award of the arbitrators, in addition to granting the relief prescribed above and such other relief as the arbitrators may deem proper, may contain provisions commanding or restraining acts or conduct of the parties or their representatives and may further provide for the arbitrators to retain jurisdiction over this Agreement and the enforcement thereof. If either party shall deliberately default in appearing before the arbitrators, the arbitrators are empowered, nonetheless, to take the proof of the party appearing and render an award thereon.

(c)This paragraph 14 shall survive expiration of the Term and shall continue in full force and effect during your employment with the Company and thereafter as applicable.

15.Severability.  Should any provision herein be rendered or declared legally invalid or unenforceable by a court of competent jurisdiction or by the decision of an authorized governmental agency, such invalidation of such part shall not invalidate the remaining portions thereof.

16.Other Agreements.  You represent and warrant that you are not a party to any agreement or bound by an obligation which would prohibit you from accepting and agreeing hereto or fully performing the obligations hereunder.

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17.Complete Agreement.  The provisions herein contain the entire agreement and understanding of the parties and fully supersede any and all prior agreements or understandings between them pertaining to the subject matter hereof, except for those provisions of the Executive Letter Agreement that must survive in order to carry out the intentions of the parties (such as the continuing rights under paragraphs 4 and 6 of the Executive Letter Agreement and your rights in respect of your CHRP Interest). There have been no representations, inducements, promises or agreements of any kind which have been made by either party, or by any person acting on behalf of either party, which are not embodied herein. The provisions hereof may not be changed or altered except in writing duly executed by you and a duly authorized agent of the Company.

18.Applicable Law.  The interpretation and application of the terms herein shall be governed by the laws of the State of New York without regard to principles of conflict of laws.

19.No Waiver.  Any failure by either party to exercise its rights to terminate this Agreement or to enforce any of its provisions shall not prejudice such party’s rights of termination or enforcement for any subsequent or further violations or defaults by the other party.

20.Counterparts.  This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

21.Section 409A.  The Company or any of its applicable affiliates shall withhold from any amounts payable or provided under this Agreement such federal, state or local taxes as shall be required to be withheld under any applicable law or regulation and other required or applicable deductions. Except with respect to any payments or benefits which you may be entitled to under paragraph 4 of the Executive Letter Agreement, which shall be governed by the provisions contained therein, if and to the extent any portion of any payment, compensation or other benefit provided to you in connection with your separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are a specified employee as defined in Section 409A(a)(2)(B)(i), as determined by the Company or any of its applicable affiliates in accordance with its procedures, by which determination you hereby agree that you are bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of separation from service (as determined under Section 409A (the “New Payment Date”), except as Section 409A may then permit. The aggregate of any payments that otherwise would have been paid to you during the period between the date of separation from service and the New Payment Date shall be paid to you in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. If you die during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal representative of your estate on the first to occur of the New Payment Date and thirty (30) days after the date of your death. For purposes of this

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Agreement, each amount to be paid or benefit to be provided shall be construed as a separate payment for purposes of Section 409A, and any payments that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor any of its applicable affiliates nor you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, without limitation, that (a) in no event shall reimbursements to you under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided, that you shall have submitted an invoice for such fees and expenses at least ten (10) days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (b) the amount of in-kind benefits that you are entitled to receive in any given calendar year shall not affect the in-kind benefits that you are entitled to receive in any other calendar year; (c) your right to such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (d) in no event shall your entitlement to such reimbursements or such in-kind benefits apply later than your remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). This Agreement is intended to comply with the provisions of Section 409A and shall, to the extent practicable, be construed in accordance therewith. Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. In any event, neither the Company nor any of its affiliates makes any representations or warrant and shall have no liability to you or any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Section 409A but not to satisfy the conditions of Section 409A.

22.Assignment.  The rights and obligations of the Company under this Agreement will be transferable, and all of its covenants and agreements will be binding upon and be enforceable by its successors and assigns. You may not assign this offer of employment and the terms and conditions stated herein.

23.Survivorship.  Upon the expiration or other termination of this Agreement or your employment, the respective rights and obligations of the parties hereto shall survive to the extent necessary to carry out the intentions of the parties under this Agreement.

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If you agree to the terms set forth in this Agreement please acknowledge your agreement by signing the signature line set forth below.

		Sincerely,
		LEXINGTONPARK PARENT CORP.
		By:	/s/ Christopher A. White
		Name:	Christopher A. White
		Title:	Vice President
		By:	/s/ Jeffrey Solomon
		Name:	Jeffrey Solomon
		Title:	President
AGREED AND ACCEPTED:
Signed:	/s/ David M. Malcolm
	David M. Malcolm
Date:	June 3, 2009

Signature Page to Appendix A of Employment Letter of David Malcolm

EX-10.10

Exhibit 10.10

EXECUTION COPY

July 10, 2009

Christopher A. White

At the address last on the records of Cowen

Dear Chris:

As you know, Cowen Group, Inc. (“Cowen”) has entered into a Transaction Agreement and Agreement and Plan of Merger (the “Transaction Agreement”) with LexingtonPark Parent Corp. (the “Company”), Lexington Merger Corp., Park Exchange LLC (the “Exchange Sub”), and Ramius LLC (“Ramius”), pursuant to which, among other things, Cowen will become a wholly owned subsidiary of the Company and Exchange Sub will acquire substantially all of the assets and assume all of the liabilities of Ramius (collectively, the “Transaction”).  The Company and Cowen desire to have your continued dedication and service pending and following the Transaction.  Accordingly, we are pleased to offer you continued employment with the Company and its subsidiaries, and we look forward to continuing our mutually rewarding and beneficial relationship.  Cowen, the Company and you previously entered into a letter agreement on June 3, 2009, which outlined the terms of your continued employment (the “Prior Agreement”).  Given that the terms of your continued employment have changed since the parties entered into the Prior Agreement, the parties wish to enter into this letter agreement (the “Agreement”), which will outline such updated terms of your continued employment and will supersede the Prior Agreement.  This Agreement will become effective upon the Effective Time (as defined in the Transaction Agreement) (the “Effective Date”) and, as more fully set forth below, shall, as of the Effective Date, supersede any and all prior employment agreements and letters concerning your employment with Cowen and its subsidiaries, including, without limitation, the Prior Agreement.

1.Term.  This Agreement provides the details of the terms of your employment from and following the Effective Date until termination of your employment (the “Term”), and certain other terms and conditions of your employment with the Company and its subsidiaries that continue beyond the Term unless otherwise specified.

2.Position.  You shall be employed as a Managing Director and the Chief Financial Officer of the Company and shall report directly to the Chief Executive Officer of the Company, and you shall also be appointed, on the Effective Date, to serve as a member of the Company’s Operating Committee.  You shall have the duties, responsibilities and authority commensurate with your title and position and such other duties and responsibilities as may be reasonably assigned to you by the Chief Executive Officer of the Company.  You shall continue to be subject to, and must comply with, all policies and procedures applicable to employees of the Company’s Broker-Dealer subsidiary (the “BD Subsidiary”), as now existing or as may be modified or supplemented from time to time by the BD Subsidiary.

3.Compensation and Benefits.

a.Base Salary.  You will be paid a base salary at the rate of not less than Four Hundred Thousand Dollars ($400,000) per annum (“Base Salary”), payable in accordance with the Company’s prevailing payroll practices but no less frequently than monthly.  The term Base Salary as utilized in this Agreement shall refer to Base Salary as in effect from time to time, including any increases.  Except as otherwise provided in this Agreement, any obligation to pay your Base Salary will cease upon the termination of your employment.

b.Annual Bonus.  For each calendar year during which you are employed by the Company, you shall be entitled to earn an annual performance-based bonus pursuant to a Company bonus plan as determined by the Chief Executive Officer of the BD Subsidiary in consultation with the Chief Executive Officer of the Company (the “Internal Committee”), and, if necessary, approved by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”). The total annual bonus that may be earned by you for any calendar year is referred to herein as the “Annual Bonus.”  Your Annual Bonus shall be determined consistently with and on the same basis as, and shall have terms and conditions no less favorable than those that apply to, other similarly situated executives of the Company.  Your Annual Bonuses may, at the discretion of the Internal Committee and/or the Compensation Committee, and consistent with similarly situated executives of the Company, include a certain percentage of restricted securities, other stock or security-based awards or deferred cash or other deferred compensation.

c.Benefits.  During the Term, you will be entitled to employee benefits, fringe benefits and perquisites consistent with, and on the same basis as, similarly situated executives of the Company, subject to the terms of the Transaction Agreement, including, without limitation, the provisions contained in Section 7.6 thereof.

d.Expense Reimbursement.  During the Term, the Company shall reimburse you for all reasonable expenses incurred by you in the performance of your duties in accordance with the Company’s policies applicable to similarly situated executives of the Company.  All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”).

e.Vacation.  During the Term, you shall be eligible for paid-time off in accordance with the BD Subsidiary’s vacation policy.

4.Restricted Stock Award.

a.Award.  The Company will grant you, effective as of the Effective Date, 115,533 restricted shares of Company common stock (“Common Stock”) (the “Restricted Stock Award”) on the terms and conditions set forth in this paragraph 4; provided, however, if as of the Effective Date, the Company’s shareholders have not approved an amendment or a successor plan to the Cowen Group, Inc. 2007 Equity and Incentive Plan and the Cowen Group, Inc. 2006

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Equity and Incentive Plan (together, the “Cowen Plan”) and there are not sufficient shares under the Cowen Plan to grant you the entire amount of shares of Common Stock subject to the Restricted Stock Award, you will be granted a “Pro-Rata Restricted Stock Award” on the Effective Date.  For purposes of this Agreement, a “Pro-Rata Restricted Stock Award” means that number of restricted shares of Common Stock equal to the product of (i) (x) the total number of shares of Common Stock subject to your Restricted Stock Award, divided by (y) the total number of shares of Common Stock subject to similar restricted stock awards or restricted stock unit awards to be granted on the Effective Date and (ii) the total number of shares of Common Stock available for grant under the Cowen Plan on the Effective Date.

b.Failure to Grant the Entire Restricted Stock Award on the Effective Date.  In the event that the Company has not granted you the entire Restricted Stock Award on the Effective Date, the Company shall, by July 1, 2010, grant you any theretofore ungranted portion of the Restricted Stock Award; provided, however, if there are not sufficient shares available to grant you such ungranted portion of the Restricted Stock Award by July 1, 2010, the Company shall instead, in no event later than July 1, 2010, grant you the right to receive an amount in cash equal to One Million Dollars ($1,000,000), less the Effective Date value of the Pro-Rata Restricted Stock Award and any other portion of the Restricted Stock Award, if any, previously granted to you (such cash award, the “Cash Makeup Award”).

c.Vesting.  The Restricted Stock Award (or the Cash Makeup Award, as applicable) shall vest and become free of restrictions in two equal installments on each of the second and third anniversaries of the Effective Date, provided that you are employed by the Company or a subsidiary thereof and have not yet given notice to terminate your employment without Good Reason (as set forth in paragraph 6 below) as of such date.  Notwithstanding the foregoing, any theretofore unvested portion of the Restricted Stock Award (or the Cash Makeup Award, as applicable) shall immediately vest in full and become free of restriction (and, in the case of the Cash Makeup Award, be paid in cash within thirty (30) days of the date of termination), in the event that, (i) your employment is terminated (x) by the Company other than for Cause (as defined below), (y) due to your death or Disability (as defined below) or (z) by you for Good Reason (as defined below) or (ii) a Change in Control of the Company (as defined in the Cowen Group, Inc. 2007 Equity and Incentive Plan, as may be revised to reflect the structure of the Company following the Transaction) occurs after the Effective Date (each of the events in clauses (i) and (ii), an “Accelerated Vesting Event”).  In the event that an Accelerated Vesting Event occurs prior to the Company having granted you any portion of the Restricted Stock Award or the Cash Makeup Award, as applicable, you shall vest in full in, and be paid in cash within thirty (30) days of the date of termination (or, in the event of a Change in Control, on the date of such Change in Control), an amount in cash equal to the theretofore ungranted portion of the Restricted Stock Award.

d.Registration.  As of the Effective Date, the Company shall, at its expense, reserve for issuance a number of shares of Common Stock at least equal to the number of shares of Common Stock that will be subject to the Restricted Stock Award and shall, as soon as reasonably possible after the Effective Date, file a registration statement on Form S-8 (or any successor form, or if Form S-8 is not available, other appropriate forms) with respect to the

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shares of Common Stock subject to the Restricted Stock Award.  The Company shall thereafter maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as you hold the Restricted Stock Award (or any portion thereof) or any of the shares of Common Stock that were previously subject to the Restricted Stock Award, or until such earlier date as such Restricted Stock Award and shares of Common Stock, as applicable, may otherwise be freely sold under applicable law.

e.Other Terms of Restricted Stock Award; Form of Agreement.  The terms of your Restricted Stock Award will be evidenced in an award agreement by and between you and the Company, which will be substantially in the same form as (and shall in no event contain terms less favorable to you than those contained in) the “Form of 2007 Equity Award Agreement for Executive Officers” filed as Exhibit 10.25 to the Cowen Group, Inc. Form 10-K for the year ended December 31, 2008, provided that such award agreement will be modified to incorporate the terms of this Agreement (including, without limitation, the defined terms contained herein and the restrictive covenants set forth herein) which shall, in any event, control.

5.Termination of Employment.

a.By the Company Other than for Death, Disability or for Cause; By You for Good Reason.  If your employment is terminated (i) by the Company for any reason other than due to (x) your death or Disability (as defined below) or (y) for Cause (as defined below) or (ii) by you upon resignation for Good Reason (as defined below), you shall be entitled to receive (A) that portion of your Base Salary earned, but unpaid as of the date of termination, paid within thirty (30) days of the date of your termination, (B) any Annual Bonus earned by you for a prior completed calendar year to the extent not theretofore paid and not theretofore deferred (with any such deferred amounts to be paid in accordance with and at the times set forth in the applicable deferral arrangement) paid at the same time as all other Company annual bonuses are paid for the year in which your employment terminates, but in no event later than March 15 of the calendar year following the year in which your employment terminates (the amounts described in clauses (A) and (B), and the times at which such amounts are paid, shall be hereinafter referred to as the “Accrued Obligations”), and (C) in addition to any rights you have with respect to the Restricted Stock Award under paragraph 4 of this Agreement, (1) any outstanding equity awards shall become fully vested and exercisable and any restrictions thereon shall lapse effective as of your date of termination (provided that any delays in payment or settlement set forth in such grant or award agreements that are required under Section 409A shall remain effective) and (2) any stock options outstanding as of your date of termination shall remain exercisable for the remainder of the respective terms of such stock options (taking into account any provisions of the equity incentive plan or option agreements that cause them to expire or be replaced in connection with changes in control or similar events) (clauses (1) and (2) collectively referred to herein as the “Equity Benefits”).

b.Death or Disability.  Your employment shall terminate on your death.  If you become “Disabled,” the Company may terminate your employment by giving you thirty (30) days’ written notice of its intention to do so unless you return to full-time performance of your

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duties within such thirty (30)-day period.  “Disabled” and “Disability,” as used herein, shall mean your inability to perform the essential duties and responsibilities of your job with or without reasonable accommodation, for a continuous period of ninety (90) days or more, or for one hundred twenty (120) days or more in a twelve (12)-month period, due to a physical or mental condition.  Disputes on the issues of Disability shall be determined by an impartial, reputable physician agreed upon by the parties or their respective doctors.  Upon termination under this paragraph 5b, in addition to any rights you have under paragraph 4 of this Agreement, you or your estate shall be entitled to receive (i) the Accrued Obligations and (ii) the Equity Benefits.

c.Termination for Cause.  The Company may terminate your employment with or without Cause.  Upon termination of employment for Cause, you shall be entitled to receive only that portion of your Base Salary earned, but unpaid, as of the date of termination, payable no later than thirty (30) days after your date of termination.  For purposes of this Agreement, “Cause” shall mean the occurrence of an event set forth in clauses (i) through (iv) below as determined by the Company in good faith:

i.your conviction of any crime (whether or not related to your duties at the BD Subsidiary), with the exception of minor traffic offenses;

ii.fraud, dishonesty, gross negligence or substantial misconduct in the performance of your duties and responsibilities of your employment;

iii.your material violation of or failure to comply with the Company’s internal policies or the rules and regulations of any regulatory or self-regulatory organization with jurisdiction over the BD Subsidiary;

iv.your failure to perform the material duties of your position.

In the case of clauses (ii) through (iv) above, to the extent your alleged breach is reasonably subject to cure, your employment shall not be terminated for Cause unless and until you have been given written notice and shall have failed to correct any such violation, failure or refusal to follow instructions within ten (10) business days of such notice.

d.Termination By You without Good Reason.  You may terminate your employment with or without “Good Reason”.  Upon termination of your employment by you without Good Reason, you shall be entitled to receive only that portion of your Base Salary earned, but unpaid, as of the effective date of termination, payable no later than thirty (30) days after the effective date of termination .  For purposes of this Agreement, “Good Reason” shall mean:

i.any requirement that your services during the Term be rendered primarily at a location or locations other than the Company’s or the BD Subsidiary’s offices in the New York City metropolitan area;

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ii.a material diminution by the Company or the BD Subsidiary of your roles and responsibilities, it being agreed and understood that your roles and responsibilities may change on terms that are mutually acceptable to you, the Company, and the BD Subsidiary, and such change will be deemed not to be a material diminution within the meaning of this clause; or

iii.any material breach of this Agreement by the Company.

In order to invoke a termination for Good Reason, you must provide written notice to the Company of the existence of the conditions giving rise to such “Good Reason” within ninety (90) days following your knowledge of the initial existence of such condition or conditions, and the Company shall have thirty (30) days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition.  In the event that the Company fails to remedy the condition constituting Good Reason during the Cure Period, you must deliver notice to the Company of your intention to terminate employment, if at all, within ninety (90) days following the Cure Period in order for such termination to constitute a termination for Good Reason.

e.Further Effect of Termination on Board and Officer Positions.  If your employment ends for any reason, you agree that you will cease immediately to hold any and all officer or director positions you then have with the Company or any subsidiary, absent a contrary direction from the Board of Directors of the Company (which may include either a request to continue such service or a direction to cease serving upon notice without regard to whether your employment has ended).  You hereby irrevocably appoint the Company to be your attorney-in-fact to execute any documents and do anything in your name to effect your ceasing to serve as a director and officer of the Company and any subsidiary, should you fail to resign following a request from the Company to do so.  A written notification signed by a director or duly authorized officer of the Company that any instrument, document or act falls within the authority conferred by this clause will be conclusive evidence that it does so.

f.No Mitigation; Offset.  In no event shall you be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to you under any of the provisions of this Agreement and such amounts shall not be reduced whether or not you obtain other employment.  In the event of your termination of employment, the Company may offset, to the fullest extent permitted by law, any amounts due to the Company from you, or advanced or loaned to you by the Company, from any monies owed to you or your estate by reason of your termination, except to the extent such withholding or offset is not permitted under Section 409A without the imposition of additional taxes or penalties on you.

6.Notice of Termination.  You shall not voluntarily terminate your employment relationship with the Company or any of its affiliates without Good Reason (including, due to retirement) without first giving the Company at least one hundred eighty (180) days’ prior written notice of the effective date of your retirement, resignation or other termination (the “Notice Period”).  Such written notice shall be sent by certified mail to the General Counsel of the Company at the Company’s primary New York address.  The Company retains the right to waive the notice requirement in whole or in part or to place you on paid leave for all or part of

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the Notice Period.  In the alternative, at any time after you give notice, the Company may, but shall not be obligated to, provide you with work and (a) require you to comply with such conditions as it may specify in relation to transitioning your duties and responsibilities; (b) assign you other duties; or (c) withdraw any powers vested in, or duties assigned to you.  You and the Company shall take all steps necessary (including with regard to any post-termination services by you) to ensure that any termination of your employment described in this Agreement constitutes a “separation from service” within the meaning of Section 409A, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the “date of termination of your employment.”

7.Non-Solicitation.  While employed and for a period of one (1) year following your date of termination for any reason whatsoever, you shall not, without the prior written consent of the Company, directly or indirectly:  (a) solicit or induce, or cause others to solicit or induce, any employees of the Company to leave the Company or in any way modify their relationship with the Company; (b) hire or cause others to hire any employees of the Company; (c) encourage or assist in the hiring process of any employees of the Company or in the modification of any such employee’s relationship with the Company, or cause others to participate, encourage or assist in the hiring process of any employees of the Company; or (d) directly or indirectly solicit the trade or patronage of any clients or customers or any prospective clients or customers of the Company with respect to any investment banking or alternative investment products, services, trade secrets or other investment banking or alternative investment product matters in which the Company is active, which includes, but is not limited to, investment banking, hedge fund and private equity investments, sales and trading and/or research.  For purposes of paragraphs 7, 8, 9 and 10 of this Agreement, Company shall mean the Company and its controlled affiliates. This provision shall survive the expiration of the Term.

8.Non-Competition.  During the Term (including any applicable Notice Period), you may not, anywhere in the United States or elsewhere in the world, directly or indirectly, be employed by, assist or otherwise be affiliated with any Competitor of the Company.  For purposes of this Agreement, “Competitor” of the Company shall mean any public or private investment banking or commercial banking firm, as well as any firm engaging in alternative investment strategies, including hedge fund and private equity fund investments, as well as any of such firms’ subsidiaries or controlled affiliates; provided, that ownership for personal investment purposes only of less than 2% of the voting stock of any publicly held corporation shall not constitute a violation hereof.

9.Non-Disclosure of Confidential Information.  You shall not at any time, whether during your employment or following the termination of your employment, for any reason whatsoever, directly or indirectly, disclose or furnish to any entity, firm, corporation or person, except as otherwise required by law or in the direct performance of your duties, any confidential or proprietary information of the Company with respect to any aspect of its operations, business or clients.  “Confidential or proprietary information” shall mean information generally unknown to the public to which you gain access by reason of your employment by the Company and includes, but is not limited to, information relating to all present or potential customers, business

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and marketing plans, sales, trading and financial data and strategies, operational costs, and employment benefits and compensation.  This provision shall survive the expiration of the Term.

10.Company Property.  All records, files, memoranda, reports, customer information, client lists, documents and equipment relating to the business of the Company, which you prepare, possess or come into contact with while you are an employee of the Company, shall remain the sole property of the Company. You agree that upon the termination of your employment, you shall provide to the Company all documents, papers, files or other material in your possession and under your control that are connected with or derived from your services to the Company.  You agree that the Company owns all work product, patents, copyrights and other material produced by you during your employment with the Company.  This provision shall survive the expiration of the Term.

11.Injunctive Relief.  In the event of a breach by you of your obligations under this Agreement, the Company, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement.  You acknowledge that the Company shall suffer irreparable harm in the event of a breach or prospective breach of paragraphs 7, 8, 9 and/or 10 hereof and that monetary damages would not be adequate relief.  Accordingly, the Company shall be entitled to seek injunctive relief in any federal or state court of competent jurisdiction located in New York County, or in any state in which you reside.  This provision shall survive the expiration of the Term.

12.Arbitration.  Any and all disputes arising out of or relating to your employment or the termination of your employment pursuant to this Agreement, including any statutory claims based on alleged discrimination, will be submitted to and resolved exclusively by the American Arbitration Association (“AAA”) pursuant to the AAA’s Employment Arbitration Rules and Mediation Procedures.  The arbitration shall be held in the City of New York.  The Company and you each hereby irrevocably waive any right to a trial by jury in any action, suit or other legal proceeding arising under or relating to any provision of this Agreement.   The arbitration award shall be binding upon both parties, and judgment upon the award may be entered in a court of competent jurisdiction.

13.Severability.  Should any provision herein be rendered or declared legally invalid or unenforceable by a court of competent jurisdiction or by the decision of an authorized governmental agency, invalidation of such part shall not invalidate the remaining portions thereof.

14.Treatment of Current Equity; Share Lockup.  Notwithstanding anything to the contrary in any of (i) the Cowen Group, Inc. 2007 Equity and Incentive Plan, (ii) the Cowen Group, Inc. 2006 Equity and Incentive Plan, (iii) the Transaction Agreement, and (iv) any other applicable agreement, contract, or arrangement between you and Cowen or any of its subsidiaries, you hereby agree that neither the Transaction nor any related transaction shall result in the accelerated vesting of, or lapsing of restrictions on, any outstanding equity awards held by you as of the Effective Date.  You shall be prohibited from selling any portion of the shares of Common Stock held by you as of the Effective Date or received (net of any shares sold or

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withheld at that time to pay taxes) by you upon the vesting and/or exercise of equity awards granted to you prior to the Effective Date, in either case until the first to occur of (a) the one (1) year anniversary of the Effective Date, (b) your termination of employment by the Company without Cause, due to your death or Disability, or by you for Good Reason, and (c) the occurrence of a Change in Control of the Company occurring after the Effective Date.

15.Complete Agreement.  The provisions herein contain the entire agreement and understanding of the parties regarding compensation and your employment and shall, as of the Effective Date, fully supersede any and all prior agreements, representations, promises or understandings, written or oral, between them pertaining to the subject matter, including, without limitation, the Prior Agreement.  In the event that either (i) the Transaction is not consummated, (ii) the Transaction Agreement is terminated in accordance with its terms or (iii) your employment with Cowen has terminated prior to the Effective Date, this Agreement shall be null and void ab initio and of no further force and effect.  The provisions of this Agreement may not be changed or altered except in writing signed by you and a duly authorized agent of the Company.

16.Choice of Law.  The interpretation and application of the terms herein, and your employment relationship at the Company, shall be governed by the laws of the State of New York without regard to principles of conflict of laws.

17.No Waiver.  Any failure by either party to exercise its rights to terminate this offer or to enforce any of its provisions shall not prejudice such party’s rights of termination or enforcement for any subsequent or further violations, breaches or defaults by the other party.  A waiver of any provision of this Agreement shall not be valid or effective unless memorialized in writing and signed by both parties to this Agreement.

18.Assignment.  The rights and obligations of the Company under this Agreement will be transferable, and all of its covenants and agreements will be binding upon and be enforceable by its successors and assigns.  You may not assign your rights under this Agreement and the terms and conditions stated herein.

19.Tax Compliance.  The Company or any of its applicable affiliates shall withhold from any amounts payable or provided under this Agreement such federal, state or local taxes as shall be required to be withheld under any applicable law or regulation and other required or applicable deductions.  If and to the extent any portion of any payment, compensation or other benefit provided to you in connection with your separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are a specified employee as defined in Section 409A(a)(2)(B)(i), as determined by the Company or any of its applicable affiliates in accordance with its procedures, by which determination you hereby agree that you are bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of separation from service (as determined under Section 409A (the “New Payment Date”), except as Section 409A may then permit.  The aggregate of any payments that otherwise would have been paid to you during the period between the date of separation from service and the New Payment Date shall be paid to you in a lump sum on such New Payment Date, and any

9

remaining payments will be paid on their original schedule.  If you die during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal representative of your estate on the first to occur of the New Payment Date and thirty (30) days after the date of your death.  For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate payment for purposes of Section 409A, and any payments that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise.  Neither the Company nor any of its applicable affiliates nor you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A.  All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, without limitation, that (a) in no event shall reimbursements to you under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided, that you shall have submitted an invoice for such fees and expenses at least ten (10) days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (b) the amount of in-kind benefits that you are entitled to receive in any given calendar year shall not affect the in-kind benefits that you are entitled to receive in any other calendar year; (c) your right to such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (d) in no event shall your entitlement to such reimbursements or such in-kind benefits apply later than your remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date).   This Agreement is intended to comply with the provisions of Section 409A and shall, to the extent practicable, be construed in accordance therewith.  In no event shall a tax gross-up payment be paid later than the end of the year following the year that the related taxes, or taxes on the underlying income or imputed income, are remitted to the applicable taxing authority.  Terms defined in this Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A.  In any event, neither the Company nor any of its affiliates makes any representations or warrant and shall have no liability to you or any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Section 409A but not to satisfy the conditions of Section 409A.

20.Survivorship.  Upon the expiration or other termination of this Agreement or your employment, the respective rights and obligations of the parties hereto shall survive to the extent necessary to carry out the intentions of the parties under this Agreement.

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Please indicate your acceptance of these terms by signing and returning one copy of this Agreement.  The second copy is for your records.

		Sincerely,
		COWEN GROUP, INC.
		By:	/s/ J. Kevin McCarthy
		Name:	J. Kevin McCarthy
		Title:	General Counsel
ACKNOWLEDGED AND AGREED:
LexingtonPark Parent Corp.
By:	/s/ Marran Ogilvie
Name:	Marran Ogilvie
Title:	Secretary
AGREED AND ACCEPTED:
Signed:	/s/ Christopher A. White
	Christopher A. White
Date:	July 10, 2009

[Signature Page to White Employment Letter]

2

December 8, 2009

Christopher A. White

247 West 87th Street, Apt. 18F

New York, New York  10024

Dear Chris:

Pursuant to paragraph 15 of your employment agreement dated as of July 10, 2009 (the “Agreement”), this letter amends the Agreement effective as of November 23, 2009 by deleting the first sentence of paragraph 2 of the Agreement which reads: “You shall be employed as a Managing Director and the Chief Financial Officer of the Company and shall report directly to the Chief Executive Officer of the Company, and you shall also be appointed, on the Effective Date, to serve as a member of the Company’s Operating Committee,” and replacing it as follows:

“You shall be employed as a Managing Director and the Chief Operating Officer of the Company and shall report directly to the Chief Executive Officer of the Company, and you shall also be appointed, on the Effective Date, to serve as a member of the Company’s Operating Committee.”

This letter in no way amends any other terms or conditions of the Agreement, the remainder of which remain in full force and effect.  Please sign below to indicate your acceptance of this amendment to the Agreement.

		Sincerely,
		COWEN GROUP, INC.
		By:	/s/ J. Kevin McCarthy
			J. Kevin McCarthy
			General Counsel
AGREED AND ACCEPTED:
Signed:	/s/ Christopher A. White
	Christopher A. White
Date:	12/10/09

EX-10.14

Exhibit 10.14

BP 599 LEXINGTON AVENUE LLC,

Landlord,

TO

RAMIUS CAPITAL GROUP, LLC,

Tenant

LEASE

Premises at:

599 Lexington Avenue

New York, New York

TABLE OF CONTENTS

		PAGE
ARTICLE 1 BASIC LEASE PROVISIONS AND ENUMERATION OF EXHIBITS		1
1.1	INTRODUCTION	1
1.2	BASIC DATA	1
1.3	ENUMERATION OF EXHIBITS	3
1.4	OTHER DEFINITIONS	4
ARTICLE 2 PREMISES		7
2.1	DEMISE — PREMISES	7
2.2	APPURTENANT RIGHTS AND RESERVATIONS	7
ARTICLE 3 LEASE TERM		8
3.1	COMMENCEMENT DATE	8
3.2	EXPIRATION DATE	9
3.3	COMMENCEMENT DATE AGREEMENT	9
ARTICLE 4 COMPLETION OF THE PREMISES		9
4.1	PERFORMANCE OF WORK	9
4.2	QUALITY AND PERFORMANCE OF WORK	10
4.3	TENANT ENTRY	10
4.4	LANDLORD’S CONTRIBUTIONS	11
ARTICLE 5 ANNUAL FIXED RENT AND FIRST MONTH’S RENT		11
5.1	FIXED RENT	11
5.2	PAYMENT OF FIRST MONTH’S RENT	11
5.3	ADDITIONAL RENT	11
5.4	LATE PAYMENT	12
5.5	RENT CONCESSION	12
ARTICLE 6 ESCALATION		13
6.1	TAX ESCALATION	13
6.2	OPERATING EXPENSE ESCALATION	15
ARTICLE 7 REPAIRS AND SERVICES		24
7.1	LANDLORD’S OBLIGATION TO REPAIR	24
7.2	TENANT’S REPAIRS AND MAINTENANCE	25
7.3	SERVICES	26
7.4	LANDLORD’S FAILURE TO REPAIR OF PROVIDE SERVICES	26
ARTICLE 8 ALTERATIONS		26
8.1	TENANT’S RIGHTS	26
8.2	CONFORMITY WITH LAW	28
8.3	PERFORMANCE OF WORK, GOVERNMENTAL APPROVALS, INSURANCE	29
8.4	LIENS	30
8.5	VIOLATIONS; DISRUPTION	30
8.6	TENANT’S PROPERTY	31
8.7	SURVIVAL	32
ARTICLE 9 LAWS, ORDINANCES, REQUIREMENTS OF PUBLIC AUTHORITIES		32
9.1	CERTIFICATE OF OCCUPANCY	32
9.2	TENANT’S OBLIGATIONS	32
9.3	TENANT’S RIGHT TO CONTEST	33

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9.4	WINDOW CLEANING	34
ARTICLE 10 USE		34
10.1	OFFICE USE	34
10.2	ADDITIONAL PERMITTED USES	34
10.3	RESTRICTIONS	34
10.4	PROHIBITED USES	35
10.5	LICENSES AND PERMITS	36
ARTICLE 11 INDEMNITY AND INSURANCE		36
11.1	TENANT’S INDEMNITY	36
11.2	COMMERCIAL GENERAL LIABILITY INSURANCE	37
11.3	OTHER INSURANCE	37
11.4	CERTIFICATES OF INSURANCE	38
11.5	NO VIOLATION OF BUILDING POLICIES	38
11.6	TENANT TO PAY PREMIUM INCREASES	38
11.7	WAIVER OF SUBROGATION	38
11.8	LANDLORD’S INDEMNITY	39
ARTICLE 12 FIRE, CASUALTY OR TAKING		40
12.1	RIGHT TO TERMINATE LEASE	40
12.2	RESTORATION OF THE PREMISES	41
12.3	PAYMENT OF RENT FOLLOWING CASUALTY	41
12.4	UNINSURED CASUALTY	42
12.5	LANDLORD NOT TO INSURE ALTERATIONS OR TENANT’S PROPERTY	42
12.6	EMINENT DOMAIN — COMPLETE OR SUBSTANTIAL TAKING	42
12.7	EMINENT DOMAIN — PARTIAL TAKING	43
12.8	LANDLORD TO RECEIVE ENTIRE AWARD	44
ARTICLE 13 ASSIGNMENT, SUBLETTING, MORTGAGING		44
13.1	LANDLORD’S CONSENT REQUIRED	44
13.2	OFFER NOTICE	46
13.3	LANDLORD’S RIGHT TO UNDERLET	47
13.4	LANDLORD’S RIGHT TO TERMINATE	49
13.5	ADDITIONAL CONDITIONS	50
13.6	LANDLORD MAY COLLECT RENT FROM SUBTENANT OR ASSIGNEE	53
13.7	ASSUMPTION OF LEASE	53
13.8	TENANT’S INDEMNIFICATION	53
13.9	TIME LIMITATION; AMENDMENTS	53
13.10	ADDITIONAL RENT DUE UPON ASSIGNMENT OR SUBLETTING	54
13.11	LIABILITY NOT DISCHARGED	55
13.12	EFFECT OF LISTING OF NAMES	55
13.13	SPECIAL RIGHTS FOR ELIGIBLE SUBTENANTS	55
ARTICLE 14 NO LIABILITY OR REPRESENTATIONS BY LANDLORD; FORCE MAJEURE		57
14.1	NO LIABILITY	57
14.2	NO REPRESENTATIONS BY LANDLORD	59
14.3	FORCE MAJEURE	59
ARTICLE 15 ENTRY, RIGHT TO CHANGE PUBLIC PORTIONS OF THE BUILDING		59
15.1	LANDLORD’S RIGHT OF ENTRY	59
15.2	LANDLORD’S RIGHT TO CHANGE ENTRIES, ETC.	61
15.3	EXCAVATION	61
ARTICLE 16 ELECTRICITY		61
16.1	TENANT TO PURCHASE ELECTRICITY	61

ii

16.2	LANDLORD NOT LIABLE	63
16.3	TENANT NOT TO OVERLOAD CIRCUITS	64
16.4	TENANT NOT TO EXCEED CAPACITY; LIGHT BULBS	64
ARTICLE 17 SUBORDINATION; ASSIGNMENT OF RENTS		64
17.1	SUBORDINATION TO MORTGAGES, ETC.	64
17.2	RIGHTS OF MORTGAGEES, ETC.	65
17.3	MODIFICATIONS REQUIRED BY LENDERS	65
17.4	ASSIGNMENT OF LEASE TO MORTGAGEE, ETC.	65
17.5	SUBORDINATION OF MORTGAGE, ETC.	66
17.6	NON-DISTURBANCE AGREEMENT	66
ARTICLE 18 CERTAIN ADDITIONAL TENANT COVENANTS		66
ARTICLE 19 TENANT’S DEFAULT; LANDLORD’S REMEDIES		68
19.1	TENANT’S DEFAULT	68
19.2	TERMINATION	70
19.3	RE-ENTRY; CONTINUED LIABILITY; RELETTING	72
19.4	LIQUIDATED DAMAGES	74
19.5	RIGHTS IN THE EVENT OF TENANT’S BANKRUPTCY	74
19.6	WAIVER OF REDEMPTION, ETC.	74
19.7	ADDITIONAL RIGHTS OF LANDLORD	75
19.8	LANDLORD’S DEFAULT	76
19.9	FEES	76
ARTICLE 20 MISCELLANEOUS		76
20.1	WAIVER	76
20.2	CONSENTS; ARBITRATION	77
20.3	QUIET ENJOYMENT	78
20.4	SURRENDER	78
20.5	BROKER	79
20.6	INVALIDITY OF PARTICULAR PROVISIONS	79
20.7	PROVISIONS BINDING, ETC.	79
20.8	NO RECORDING	80
20.9	NOTICES	80
20.10	WHEN LEASE BECOMES BINDING	80
20.11	HEADINGS	81
20.12	SUSPENSION OF SERVICES	81
20.13	RULES AND REGULATIONS	81
20.14	DEVELOPMENT RIGHTS	82
20.15	ESTOPPEL CERTIFICATES	82
20.16	SELF-HELP	83
20.17	HOLDING OVER	83
20.18	RENT CONTROL	84
20.19	COUNTERPARTS	84
20.20	ENTIRE AGREEMENT	84
20.21	NO PARTNERSHIP	84
20.22	SECURITY DEPOSIT	84
20.23	FINANCIAL STATEMENTS	87
20.24	GOVERNING LAW, ETC.	87
20.25	NOTICE OF SUBWAY IMPROVEMENT AGREEMENTS	88
20.26	CONFIDENTIALITY OF LEASE	88
20.27	PATRIOT ACT AND EXECUTIVE ORDER 13224	88
ARTICLE 21 OPTIONS TO EXTEND		89
21.1	TENANT’S OPTIONS	89

iii

21.2	EXTENDED TERM RENT	90
21.3	EXTENDED TERM RENT DETERMINATION	90
21.4	RETROACTIVE ADJUSTMENTS	92
ARTICLE 22 AUTOMATIC EXPANSION		93
22.1	ADDITION OF SPACE	93
22.2	CONDITION AND LANDLORD’S AUTOMATIC EXPANSION SPACE CONTRIBUTION	94
22.3	RENT FOR AUTOMATIC EXPANSION SPACE	95
ARTICLE 23 RIGHT TO LEASE ADDITIONAL SPACE		95
23.1	TENANT’S RIGHTS TO ADDITIONAL SPACE	95
23.2	NON-AVAILABILITY OF SPACE	96
23.3	RENT FOR OFFERED SPACE	96
ARTICLE 24 23RD FLOOR OPTIONS TO EXPAND		97
24.1	TENANT’S RIGHTS	97
24.2	CONDITION OF THE 23RD FLOOR EXPANSION SPACE	99
24.3	RENT FOR 23RD FLOOR EXPANSION SPACE	100
ARTICLE 25 18TH FLOOR OPTION TO EXPAND		100
25.1	TENANT’S 18TH FLOOR RIGHTS	100
25.2	CONDITION OF 18TH FLOOR EXPANSION SPACE	101
25.3	RENT FOR 18TH FLOOR EXPANSION SPACE	101
ARTICLE 26 ROOF RIGHTS		102

iv

THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the building (the “Building”) known as, and with an address at, 599 Lexington Avenue, New York, New York 10022.

The parties to this instrument hereby agree with each other as follows:

ARTICLE 1

BASIC LEASE PROVISIONS AND ENUMERATION OF EXHIBITS

1.1INTRODUCTION.  The following sets forth the basic data and identifying Exhibits, elsewhere hereinafter referred to in this Lease, and, where appropriate, constitutes definitions of the terms hereinafter listed.

1.2BASIC DATA.

Date:	June 22, 2007
Landlord:	BP 599 LEXINGTON AVENUE LLC,
	a Delaware limited liability company
Present Mailing Address of Landlord:	c/o Boston Properties Limited Partnership 599 Lexington Avenue, Suite 1800 New York, New York 10022
	Attn.:	Robert E. Selsam,
		Senior Vice President
	with a copy to:
	Matthew W. Mayer
	Senior Vice President - Regional General Counsel
	Boston Properties Limited Partnership
	599 Lexington Avenue, Suite 1800
	New York, New York 10022
Landlord’s Construction Representative:	Thomas Hill Senior Vice President Boston Properties Limited Partnership 599 Lexington Avenue, Suite 1800 New York, New York 10022
Tenant:	RAMIUS CAPITAL GROUP, LLC,
	a Delaware limited liability company

1

Present Mailing Address of Tenant:	Chrysler Center 666 Third Avenue New York, New York 10017 Attn.: Marran H. Ogilvie - General Counsel
Tenant’s Construction Representative:	[To be designated]
Commencement Date:	As defined in Article 3 hereof.
Rent Commencement Date:	As defined in Article 5 hereof.
Expiration Date:	August 31, 2022.
Lease Term:	As defined in Article 3 hereof.
Lease Year:	A period of twelve (12) consecutive calendar months, commencing on the first day of January in each year, except that the first Lease Year of the Lease Term shall be the period commencing on the Commencement Date and ending on the succeeding December 31, and the last Lease Year of the Lease Term shall be the period commencing on January l of the calendar year in which the Lease Term ends and ending with the Expiration Date.
Building:	The building and other improvements erected on the Land known as and by the street number 599 Lexington Avenue, New York, New York.
Premises:	Initially, the 19th Floor Premises, the 20th Floor Premises and the 21st Floor Premises as described and depicted in Exhibit B hereto.
Annual Fixed Rent:	As set forth on Exhibit H hereto and made a part hereof.
Additional Rent:	All charges and other sums payable by Tenant as set forth in this Lease, other than and in addition to Annual Fixed Rent.
Tenant’s Share:	Initially, 6.81% with respect to Operating Expenses and 6.71% with respect to Taxes, each being equal to a fraction, the numerator of which is the rentable area of the Premises and the denominator of which is the rentable area of the Building for purposes of Operating Expenses or for

2

	purposes of Taxes, as appropriate, all as determined in accordance with Exhibit B-1 attached hereto.
Security Deposit:	An amount equal to twelve (12) months of Annual Fixed Rent calculated at the initial rate of Annual Fixed Rent applicable to each portion of the then current Premises, i.e., initially, Six Million Seven Hundred Forty-Five Thousand Five Hundred Sixty-Nine and 00/100 Dollars ($6,745,569.00), subject to increase and reduction as otherwise provided in this Lease.
Broker:	CB Richard Ellis, Inc.

1.3ENUMERATION OF EXHIBITS.  The following Exhibits are a part of this Lease, are incorporated herein by reference, attached hereto, and are to be treated as a part of this Lease for all purposes.  Undertakings contained in such Exhibits are agreements on the part of Landlord and Tenant, as the case may be, to perform the obligations stated therein.

Exhibit A	—	Description of the Land.
Exhibit B	—	Floor Plans of Premises.
Exhibit B-1	—	Rentable Area.
Exhibit C	—	Work Letter.
Exhibit D	—	Landlord’s Services.
Exhibit E	—	Rules and Regulations.
Exhibit F	—	Form of Letter of Credit.
Exhibit G	—	Form of Commencement Date Agreement.
Exhibit H	—	Schedule of Annual Fixed Rent.
Exhibit I	—	Form of Landlord Non-Disturbance Agreement.
Exhibit J	—	Form of Mortgagee Subordination, Nondisturbance and Attornment Agreement.

3

1.4OTHER DEFINITIONS.  The following additional terms, wherever used in this Lease (unless the context requires otherwise), shall have the respective meanings specified in the Sections of this Lease set forth below after such Terms:

“18th Floor Expansion Date”	Section 25.1
“18th Floor Expansion Option”	Section 25.1
“18th Floor Expansion Space”	Section 25.1
“19th Floor Commencement Date”	Section 3.1
“19th Floor Premises”	Exhibit B
“19th Floor Rent Commencement Date”	Section 5.5
“19th Floor Rent Concession Period”	Section 5.5
“20th and 21st Floor Commencement Date”	Section 3.1
“20th Floor Rent Commencement Date”	Section 5.5
“20th Floor Rent Concession Period”	Section 5.5
“21st Floor Rent Commencement Date”	Section 5.5
“21st Floor Rent Concession Period”	Section 5.5
“20th Floor Premises”	Exhibit B
“21st Floor Premises”	Exhibit B
“23rd Floor Expansion Date”	Section 24.1
“23rd Floor Expansion Options”	Section 24.1
“23rd Floor Expansion Space”	Section 24.1
“23rd Floor Suite A Automatic Expansion Space”	Section 22.1
“23rd Floor Suite B Automatic Expansion Space”	Section 22.1
“23rd Floor Unit 1 Expansion Space”	Section 24.1
“23rd Floor Unit 2 Expansion Space”	Section 24.1
“23rd Floor Unit 3 Expansion Space”	Section 24.1
“AAA”	Section 6.2
“Affiliate”	Section 13.1
“Alterations”	Section 8.1
“AML Procedures”	Section 20.27
“Attornment Event”	Section 13.13
“Automatic Expansion Date”	Section 22.1
“Automatic Expansion Space”	Section 22.1
“Average Rate”	Exhibit D
“Base Operating Expenses”	Section 6.2
“Base Operating Year”	Section 6.2
“Base Taxes”	Section 6.1
“Building Standard”	Exhibit C
“CPI”	Exhibit D
“Critical Area”	Section 7.4
“Date of the taking”	Section 12.6
“Designation Date”	Section 22.1
“Due date”	Section 5.4
“Electricity Charge”	Section 16.1
“Eligible Sublease”	Section 13.13
“Event of Default”	Section 19.1
“Excess Operating Expenses”	Section 6.2

4

“Expansion Notice Date”	Section 24.1
“Extension Option”	Section 21.1
“Extended Term”	Section 21.1
“Fair Market Rent”	Section 21.3
“Fair Market Rent Proposal”	Section 21.3
“First Penalty Period”	Section 3.1
“First Refusal Space”	Section 23.1
“Force Majeure”	Section 14.3
“Fourth Penalty Period”	Section 3.1
“GAAP”	Section 6.2
“Initial Tonnage”	Exhibit D
“Initiating Party”	Section 21.3
“Land”	Section 2.1
“Landlord Parties”	Section 11.7
“Landlord’s 18th Floor Expansion Notice”	Section 25.1
“Landlord’s 23rd Floor Expansion Acceleration Notice”	Section 24.1
“Landlord’s 30-Day Completion Period”	Section 12.2
“Landlord’s Contribution”	Exhibit C
“Landlord’s Demolition Contribution”	Exhibit C
“Landlord’s Non-Disturbance Agreement”	Section 13.13
“Landlord’s Service Failure”	Section 7.4
“Laws”	Section 6.2
“Lease Interest Rate”	Section 5.4
“Letter”	Section 20.22
“Letter of Credit”	Section 20.22
“Lien”	Section 8.4
“Notice”	Section 20.9; Exhibit C
“Notice of Intent to Terminate”	Section 12.2
“Marketing Notice”	Section 13.2
“Material Portion”	Section 7.4
“Minor Alterations”	Section 8.1
“Mortgagee”	Section 17.1
“Net Effective Consideration”	Section 13.5
“Occupancy Requirement”	Section 21.1
“OFAC”	Section 20.27
“Offer Notice”	Section 13.2
“Offered Space”	Section 23.1
“Operating Days”	Exhibit D
“Operating Expenses”	Section 6.2
“Operating Hours”	Exhibit D
“Operating Statement”	Section 6.2
“Operating Year”	Section 6.2
“Original Delivery Date”	Section 3.1
“Original Tenant”	Section 13.1
“Outside Date”	Section 3.1
“Overlandlord”	Section 17.1

5

“Overtime Service”	Exhibit D
“Plans and Specifications”	Exhibit C
“Pre-Built Lease”	Section 24.1
“Pre-Built Lease Expiration Date”	Section 24.1
“Prime Rate”	Section 5.4
“Prohibited Person”	Section 20.27
“Property”	Section 6.2
“Pro-Rata Fraction”	Section 22.2
“Qualified Appraiser”	Section 21.3
“RamiusB Space”	Section 22.1
“Reduction Date”	Section 20.22
“Reduction Period”	Section 20.22
“rent”	Section 5.3
“Rent Commencement Date”	Section 5.5
“Rent Concession Period”	Section 5.5
“Replacement Letter”	Section 20.22
“Responding Party”	Section 21.3
“Rules and Regulations”	Section 20.13
“Second Penalty Period”	Section 3.1
“SNDA”	Section 17.6
“Space Occupant”	Section 13.1
“Special Lease Rights”	Section 13.13
“Special Permit”	Section 20.24
“substantially all of the Premises”	Section 13.3
“substantially the entire remaining Lease Term”	Section 13.3
“Specialty Alterations”	Section 8.1
“Tax Excess”	Section 6.1
“Taxes”	Section 6.1
“Tax Expenses”	Section 6.1
“Tax Refund”	Section 6.1
“Tax Year”	Section 6.1
“Telecommunications Equipment”	Article 26
“Tenant Parties”	Section 11.7
“Tenant’s Architect”	Exhibit C
“Tenant’s Cost”	Exhibit C
“Tenant’s Property”	Section 8.6
“Tenant’s Work”	Exhibit C
“Third Penalty Period”	Section 3.1
“Third Qualified Appraiser”	Section 21.3
“Transfer Notice”	Section 13.2
“Transit Authority Agreement”	Section 20.24
“Underlying Lease”	Section 17.1
“Work Letter”	Exhibit C

6

ARTICLE 2

PREMISES

2.1DEMISE — PREMISES.  Landlord hereby demises and leases to Tenant, and Tenant hereby takes and hires from Landlord, a portion of the Building erected on the land (the “Land”) more particularly described in Exhibit A hereto, which portion of the Building (the “Premises”) is depicted in the floor plan(s) annexed hereto as Exhibit B, for the term hereinafter stated, for the rent hereinafter reserved and upon and subject to the covenants, agreements, terms, conditions, limitations, exceptions and reservations contained in this Lease.

2.2APPURTENANT RIGHTS AND RESERVATIONS.

(a)Tenant shall have, as appurtenant to the Premises, the non-exclusive right to use in common with others, subject to reasonable rules of general applicability to each tenant of the Building from time to time made by Landlord of which Tenant is given notice:  (i) the common lobbies, corridors, stairways and elevators of the Building, (ii) if the Premises includes less than the rentable floor area of any floor, the common toilets, corridors and elevator lobby of such floor and (iii) subject to the terms of the Work Letter and Article 8 hereof, a reasonable amount of space in Building shafts and conduits and in communication and electrical closets located on the floors of the Premises for Tenant’s reasonable telecommunications requirements including, without limitation, a reasonably sufficient pathway from the point where such telecommunications lines enter the Building to the Premises and from the Premises to its Telecommunications Equipment (as defined in Article 26 hereof) on the roof.

(b)Landlord reserves the right from time to time:  (i) to install, use, maintain, repair, replace and relocate, for service to the Premises and/or other parts of the Building, shafts, pipes, ducts, conduits, wires, risers and other facilities and appurtenant fixtures, in the Premises or in other parts of the Building, and (ii) to alter or relocate other common facilities, whether located in the Premises or in other parts of the Building; provided that, with respect to clauses (i) and (ii):  (A) any replacements, substitutions or alterations are, in the reasonable opinion of Landlord, substantially equivalent to or better than then-existing facilities, (B) installations, replacements and relocations shall be located so far as practicable in the central core area of the Building, above ceiling surfaces, below floor surfaces, within perimeter walls of the Premises or otherwise in boxed enclosures immediately adjacent to perimeter walls, (C) all such work within the Premises shall be performed at such times and in such manner, as to create the least practicable interference with Tenant’s use of the Premises, it being understood that the foregoing shall in no event obligate Landlord to do such work on an “overtime” basis unless such work will materially interfere with Tenant’s business operations in the Premises, provided, however, that Landlord shall not be required to perform such work on an “overtime” basis to the extent that such work was requested by Tenant or would not have been needed but for a violation by Tenant of its obligations under this Lease, (D) no such work shall reduce the square footage of the floor area of the Premises in excess of one-half percent (1/2%) (unless Landlord shall make an appropriate reduction in Annual Fixed Rent to reflect such excess reduction in square footage of the Premises), (E) other than as required by law, no such work shall reduce the usable square footage of the floor area of the Premises by more than one percent (1%), (F) Landlord shall repair or restore, as appropriate, the portions of the Premises affected by such work and (G) such

7

installations, replacements and relocations shall not materially adversely interfere with the use or manner of use of the Premises permitted under this Lease, it being agreed that any material adverse interference with Tenant’s use of any Critical Areas (as such term is defined below) which prevents Tenant from conducting its normal business operations in the Premises as a whole shall be deemed to constitute material adverse interference with the Premises as a whole.  Except in the case of emergencies, Landlord agrees to give Tenant reasonable advance notice of any of the foregoing activities which require work in the Premises.

ARTICLE 3

LEASE TERM

3.1COMMENCEMENT DATE.

(a)The term of this Lease and the estate hereby granted (the “Lease Term”) shall commence on (i) August 1, 2007 for the 20th Floor Premises and the 21st Floor Premises (the “20th and 21st Floor Commencement Date”), and (ii) September 1, 2007 for the 19th Floor Premises (the “19th Floor Commencement Date”), provided that the respective Premises shall have been delivered to Tenant on the applicable Commencement Date.  The 19th Floor Commencement Date and the 20th and 21st Floor Commencement Date are sometimes each referred to herein as a “Commencement Date” and collectively as the “Commencement Dates”. Landlord shall use reasonable efforts to deliver possession of the applicable Premises to Tenant on the applicable Commencement Date (each an “Original Delivery Date”).  If Landlord fails to deliver possession of the applicable Premises on the applicable Commencement Date for any reason beyond Landlord’s reasonable control, Landlord shall use reasonable efforts to deliver possession of the applicable Premises to Tenant as soon thereafter as shall be reasonably possible and such Commencement Date shall be deemed to be the first (1st) day thereafter that actual possession is so delivered (provided that Landlord shall have given Tenant not less than ten (10) Operating Days prior notice of such revised delivery date) and, except as otherwise set forth in Section 3.1(b) through (f) below, the postponement of the applicable Commencement Date shall be Tenant’s sole remedy at law or in equity (Tenant hereby waiving any right to rescind this Lease and/or to recover any damages for such delay, except as otherwise set forth in Section 3.1(b) through (f) below), but in no event shall the 20th and 21st Floor Commencement Date be later than the 19th Floor Commencement Date.  The foregoing is intended to be “an express provision to the contrary” under Section 223-a of the New York Real Property Law or any successor statute of similar import.

(b)If the 19th Floor Commencement Date shall occur more than thirty (30) days after the 20th and 21st Floor Commencement Date (the “Outside Date”), which Outside Date shall be extended by reason of Force Majeure (but not by reason of a holdover by the then existing tenant therein), the 20th Floor Rent Concession Period (hereinafter defined) and the 21st Floor Rent Concession Period (hereinafter defined) shall be increased by one (1) day for each day beyond the Outside Date that Landlord fails to deliver possession of the 19th Floor Premises.

(c)If a Commencement Date shall occur more than thirty (30) but within sixty (60) days (the “First Penalty Period”) after the applicable Original Delivery Date, which Original Delivery Date shall be extended by reason of Force Majeure (but not by reason of a

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holdover by the then existing tenant therein), the Rent Concession Period applicable to such portion of the Premises shall be increased by one-half (1/2) day for each day during the First Penalty Period that Landlord fails to deliver possession of such portion of the Premises.

(d)If a Commencement Date shall occur more than sixty (60) but within ninety (90) days (the “Second Penalty Period”) after the applicable Original Delivery Date, which Original Delivery Date shall be extended by reason of Force Majeure (but not by reason of a holdover by the then existing tenant therein), the Rent Concession Period applicable to such portion of the Premises shall be increased by one (1) day for each day during the Second Penalty Period that Landlord fails to deliver possession of such portion of the Premises.

(e)If a Commencement Date shall occur more than ninety (90) but within one hundred twenty (120) days (the “Third Penalty Period”) after the applicable Original Delivery Date, which Original Delivery Date shall be extended by reason of Force Majeure (but not by reason of a holdover by the then existing tenant therein), the Rent Concession Period applicable to such portion of the Premises shall be increased by one and one-half (1 1/2) days for each day during the Third Penalty Period that Landlord fails to deliver possession of such portion of the Premises.

(f)If a Commencement Date shall occur more than one hundred twenty (120) days after the applicable Original Delivery Date (the “Fourth Penalty Period”), which Original Delivery Date shall be extended by reason of Force Majeure (but not by reason of a holdover by the then existing tenant therein), the Rent Concession Period applicable to such portion of the Premises shall be increased by two (2) days for each day during the Fourth Penalty Period that Landlord fails to deliver possession of such portion of the Premises.

3.2EXPIRATION DATE.  The Lease Term shall end on the Expiration Date, as the same may be extended pursuant to the provisions of Article 21 below, or shall end on such earlier date upon which the Lease Term may expire or be terminated pursuant to any of the conditions of limitation or other provisions of this Lease or pursuant to law.

3.3COMMENCEMENT DATE AGREEMENT.  As soon as may be convenient after each Commencement Date and Rent Commencement Date has been determined, Landlord and Tenant agree to join with each other in the execution of a written agreement, in the form of Exhibit G hereto, in which each Commencement Date, Rent Commencement Date and specified Lease Term of this Lease shall be stated, but the failure by either party to so execute or deliver such agreement shall not in any way reduce the respective obligations or rights of Landlord or Tenant under this Lease.

ARTICLE 4

COMPLETION OF THE PREMISES

4.1PERFORMANCE OF WORK

(a)Tenant has inspected the Premises and except as otherwise described in this Section 4.1, the Premises are being leased in “AS IS” broom clean condition, without

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representation or warranty by Landlord.  Tenant acknowledges that, except as otherwise described in this Section 4.1, any work necessary to prepare the Premises for Tenant’s occupancy shall be performed solely by Tenant in accordance with the provisions of this Lease, including, without limitation, Exhibit C attached hereto.

(b)On or before each Commencement Date, Landlord shall provide Tenant with ACP-5 documentation confirming that there is no asbestos or asbestos-containing material requiring remediation within the applicable portion of the Premises.

(c)Landlord represents that, on each Commencement Date (i) the applicable portion of the Premises shall be free of hazardous substances which would violate applicable laws or governmental regulations and (ii) the applicable portion of the Premises and the Building shall be free of violations of law or governmental regulations which would prevent Tenant from obtaining permits for, or performing, Tenant’s Work.

(d)Landlord shall make all of the mid-rise passenger elevators servicing the 19th Floor Premises operational prior to the date that Tenant occupies the 19th Floor Premises for the conduct of its business.

(e)Landlord shall make available to Tenant in connection with Tenant’s Work, a connection point on each floor of the Premises to the Building sprinkler riser and a reasonable number of connection points to the Building fire/life safety system.

4.2QUALITY AND PERFORMANCE OF WORK.  All construction work required or permitted by this Lease shall be done in a good and workmanlike manner and in compliance with all applicable laws and requirements of public authorities and insurance bodies related to, or arising out of the performance of, such construction work.  Each party may inspect the work of the other upon advance notice at reasonable times (except in the event of an emergency), and the Construction Representative of each party shall be authorized to give notice of any approvals and other actions on the party’s behalf required to be given in connection with design and construction.

4.3TENANT ENTRY.  Prior to the Commencement Date, Landlord shall permit Tenant to access the (a) 19th Floor Premises and the 20th Floor Premises upon reasonable prior notice to Landlord during non-Operating Hours (provided that Landlord shall use reasonable efforts to provide access during Operating Hours upon Tenant’s request) and (b) the 21st Floor Premises on an as needed basis upon reasonable prior notice to Landlord, in all events solely for the purpose of inspecting the same and taking measurements in preparation for the performance of Tenant’s Work.  Any such entry shall be at Tenant’s sole risk and subject to the rights of any existing occupant, and Landlord shall not be responsible for any damage or loss to property or installations placed in the Premises or caused by Tenant.  In addition, in no event shall Tenant make use of any labor in the Building or otherwise suffer or permit any action to be taken which would result in labor difficulties or otherwise delay the performance of any other work.  Tenant shall indemnify and hold Landlord harmless from and against any and all loss, costs, damages, liabilities, expenses and claims resulting from Tenant’s entry onto the Premises prior to the Commencement Date.

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4.4LANDLORD’S CONTRIBUTIONS.  Landlord agrees to pay to Tenant, as a contribution towards Tenant’s Cost (as defined in Exhibit C), Landlord’s Contribution and Landlord’s Demolition Contribution (as defined in Exhibit C), subject to the terms and conditions of Exhibit C.

ARTICLE 5

ANNUAL FIXED RENT AND FIRST MONTH’S RENT

5.1FIXED RENT.  Tenant agrees to pay to Landlord on the Commencement Date (but subject to the provisions of Section 5.2 and Section 5.5) and thereafter monthly, in advance, on the first day of each and every calendar month during the Lease Term, a sum equal to one-twelfth of the Annual Fixed Rent specified in Section 1.2 hereof in lawful money of the United States, without any set-off or deduction whatsoever, except as otherwise expressly set forth in this Lease.  Until notice of some other designation is given, Annual Fixed Rent and all other charges for which provision is herein made shall be paid by remittance to or to the order of “BP 599 Lexington Avenue LLC” at the following address:  BP 599 Lexington Avenue LLC, P.O. Box 823290, Philadelphia, PA 19182-3290 (but in no event shall the address for the payment of rent by mail be located outside the continental United States of America).  Except to the extent Landlord and Tenant shall otherwise mutually agree, all remittances by Tenant shall be drawn on a member bank or participant bank of The Clearing House Association, or on such other bank with offices in Manhattan as may be reasonably approved by Landlord and which provides similar availability of usable funds to Landlord.  Any payment by wire transfer should be directed as follows:  Wells Fargo Bank, N.A., National Bank, San Francisco, CA 94105, ABA # 121 000 248, Account # 4121486716, Account Name:  BP 599 Lexington Avenue LLC FBO JPMorgan Chase.

5.2PAYMENT OF FIRST MONTH’S RENT.  Tenant has, simultaneously with the execution and delivery of this Lease, paid to Landlord an amount equal to one-twelfth of the Annual Fixed Rent for the entire Premises, to be applied to the first installment(s) of Annual Fixed Rent due under this Lease.  Landlord shall hold the amount paid by Tenant under this Section 5.2 in trust until the same is applied pursuant to this Section or any other provision of this Lease.

5.3ADDITIONAL RENT.  All amounts over and above, or in addition to, the Annual Fixed Rent which are payable by Tenant to Landlord under the terms of this Lease or otherwise in connection with the use and occupancy of the Premises including, without limitation, sums payable for work requested by Tenant and performed by Landlord or Landlord’s agents, shall be deemed Additional Rent hereunder and shall be paid by Tenant in lawful money of the United States, without any set-off or deduction whatsoever, except as otherwise expressly set forth in this Lease, and otherwise in the same manner as an installment of the Annual Fixed Rent as elsewhere provided in this Lease; and Landlord shall have all the rights and remedies in the event of the non-payment thereof as it would have had in the event of the non-payment of any installment of the Annual Fixed Rent.  Tenant’s obligation to pay any Annual Fixed Rent or any Additional Rent which shall have theretofore become due and payable shall survive the expiration or earlier termination of this Lease.  (The Annual Fixed Rent and Additional Rent are sometimes collectively referred to in this Lease as “rent.”)  Rent for any partial months during

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the Lease Term shall be prorated on a per diem basis.  Except as otherwise expressly set forth in this Lease, to the extent that Tenant shall fail to dispute any invoice for Additional Rent within twelve (12) months after receipt thereof, such invoice shall be conclusive and binding upon Tenant and Tenant shall be deemed to have waived any right to dispute the same.

5.4LATE PAYMENT.

(a)If Landlord shall not have received any payment or installment of rent on or before the “due date” (hereinafter defined), the amount of such payment or installment shall bear interest from the due date through and including the date such payment or installment is received by Landlord, at a rate (the “Lease Interest Rate”) equal to the lesser of (i) the rate announced by Citibank, N.A. or its successor from time to time as its prime or base rate (the “Prime Rate”), plus two percent (2%), or (ii) the maximum applicable legal rate, if any; provided, however, that no interest shall be due with respect to the first late payment in any Lease Year, unless such payment is made more than ten (10) days after the applicable due date.  Such interest shall be deemed Additional Rent and shall be paid by Tenant to Landlord upon demand.

(b)If Tenant shall not have received any payment or installment due and owing from Landlord on or before the “due date”, including, without limitation, any portion of Landlord’s Contribution, the amount of such payment or installment shall bear interest from the thirtieth (30th) day after Tenant gives Landlord written notice that such payment is due through and including the date such payment or installment is received by Tenant, at a rate equal to the lesser of (i) the Lease Interest Rate or (ii) the maximum applicable legal rate, if any.

(c)The “due date” is the date on which any payment or installment of any financial obligation as set forth in this Lease first becomes payable by Tenant or Landlord under this Lease.

5.5RENT CONCESSION.  Anything contained in this Article to the contrary notwithstanding, provided no Event of Default exists, Landlord hereby waives payment of Annual Fixed Rent:

(a)for the 19th Floor Premises, for the period (the “19th Floor Rent Concession Period”) from and including the 19th Floor Commencement Date through and including the date preceding the date which is one hundred ninety-six (196) days after the 19th Floor Commencement Date (the “19th Floor Rent Commencement Date”);

(b)for the 20th Floor Premises, for the period (the “20th Floor Rent Concession Period”) from and including the 20th and 21st Floor Commencement Date through and including the date preceding the date which is one hundred ninety-six (196) days after the 20th and 21st Floor Commencement Date (the “20th Floor Rent Commencement Date”); and

(c)for the 21st Floor Premises, for the period (the “21st Floor Rent Concession Period”) from and including the 20th and 21st Floor Commencement Date through

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and including the date preceding date which is one hundred eighty-one (181) days after the 20th and 21st Floor Commencement Date (the “21st Floor Rent Commencement Date”).

The 19th Floor Rent Concession Period, the 20th Floor Rent Concession Period and the 21st Floor Rent Concession Period are sometimes individually referred to herein as a “Rent Concession Period”.  The 19th Floor Rent Commencement Date, the 20th Floor Rent Commencement Date and the 21st Floor Rent Commencement Date are sometimes individually referred to herein as a “Rent Commencement Date”.

ARTICLE 6

ESCALATION

6.1TAX ESCALATION.

6.1.1DEFINITIONS.  For the purposes of this Section 6.1, the following terms shall have the respective meanings set forth below:

(a)“Taxes” shall mean the aggregate amount of all real estate and personal property taxes and any general or special assessments (exclusive of penalties thereon but inclusive of interest on assessments payable in installments) assessed or imposed upon or with respect to the Building and the Land and including, without limitation, (i) taxes or assessments made upon or with respect to any development rights now or hereafter appurtenant to or used in connection with the construction of the Building, (ii) any fee, tax or charge imposed by any governmental authority for, on or in respect of any vaults, vault space or other space within or outside the boundaries of the Land, (iii) any assessments for public improvement or benefit to the Building, the Land, or the locality in which the Land is situated, and (iv) any tax, assessment or charge imposed on or with respect to any fixtures, equipment or personal property serving or used in connection with the Building or the Land.  There shall be excluded from Taxes all income, estate, succession, inheritance, transfer and franchise taxes imposed upon Landlord; provided, however, that if at any time during the Lease Term the method of taxation of real estate shall be changed and as a result any other tax or assessment, however denominated and including, without limitation, any franchise, income, profit, use, occupancy, gross receipts or rental tax, shall be imposed upon Landlord or the owner of the Building and the Land, or the rents or income therefrom, in substitution for or in addition to, in whole or in part, any of the taxes or assessments listed in the preceding sentence, such other tax or assessment shall be included in and deemed part of Taxes, but only to the extent that the same would be payable if the Building, the Land and all appurtenances thereto (including development rights) were the only property of Landlord.  The amount of any special assessments for public improvements or benefits to be included in Taxes for any year, in the case where the same may, at the option of the taxpayer, be paid in installments, shall be limited to the amount of the installment due in respect of such year, together with any interest payable in connection therewith (other than interest payable by reason of the delinquent payment of such installment).

(b)“Tax Year” shall mean each period from July 1 through June 30 (or such other fiscal period as may hereafter be adopted by the City of New York as the fiscal

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year for any tax, levy or charge included in Taxes), any part or all of which occurs during the Lease Term.

(c)“Base Taxes” shall mean the actual Taxes for the 2008 calendar year, which shall mean the sum of (i) fifty percent (50%) of the actual Taxes for the Tax Year commencing on July 1, 2007 and ending on June 30, 2008, plus (ii) fifty percent (50%) of the actual Taxes for the Tax Year commencing on July 1, 2008 and ending on June 30, 2009.

(d)“Tax Expenses” shall mean all expenses, including, without limitation, reasonable attorney’s fees and disbursements and experts’ and other witnesses’ fees, incurred by Landlord in seeking to reduce the amount of any assessed valuation of the Land and/or Building, in contesting the amount or validity of any Taxes, or in seeking a refund of Taxes for any Tax Year falling within the Lease Term.

6.1.2TENANT’S SHARE OF TAXES.  From and after the Commencement Date, if the Taxes for any full Tax Year falling within the Lease Term shall exceed the Base Taxes, or if, in the case of a Tax Year only a fraction of which is included in the Lease Term, an amount of the Taxes for such Tax Year multiplied by such fraction exceeds the Base Taxes multiplied by such fraction (the amount of such excess in either case being hereafter referred to as the “Tax Excess”), then Tenant shall pay to Landlord, as Additional Rent, Tenant’s Share of the Tax Excess.  From and after the Commencement Date, Tenant shall also pay to Landlord, as Additional Rent, Tenant’s Share of Tax Expenses applicable to the reduction of Taxes for a Tax Year for which Tenant shall have been required to pay Tenant’s Share of the Tax Excess.  Tenant’s Share of the Tax Excess and Tax Expenses for each Tax Year shall be payable in monthly installments as follows:

(a)Estimated payments by Tenant on account of Taxes and Tax Expenses shall be made on the first day of each and every calendar month during the Lease Term, and otherwise in the same fashion herein provided for the payment of Annual Fixed Rent.  The monthly amount so to be paid to Landlord shall be sufficient to provide Landlord by the time Taxes and Tax Expenses are due a sum equal to Tenant’s required payments, as estimated by Landlord from time to time, on account of Taxes and Tax Expenses for the then current Tax Year.  Promptly after receipt by Landlord of bills for such Taxes and Tax Expenses, Landlord shall advise Tenant of the amount thereof and the computation of Tenant’s payment on account thereof.  If estimated payments theretofore made by Tenant for the Tax Year covered by such bills exceed the required payments on account thereof for such Tax Year, Landlord shall, within thirty (30) days after the determination of such overpayment has been made, credit the amount of overpayment against subsequent obligations of Tenant on account of Taxes and Tax Expenses (or refund such overpayment if the Lease Term has ended and Tenant has no further obligation to Landlord); but if the required payments on account thereof for such Tax Year are greater than estimated payments theretofore made on account thereof for such Tax Year, Tenant shall make payment to Landlord within thirty (30) days after being so advised by Landlord.  Tenant’s Share of Tax Expenses for each Tax Year shall, at Landlord’s option, be payable on a monthly basis as provided above, or at such other time as Landlord shall render a statement therefor, provided that no payment shall be due on less than thirty (30) days notice.

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(b)If the Taxes for any Tax Year shall equal or be less than the Base Taxes, Tenant shall not be obligated to make any payments to Landlord pursuant to this Section 6.1 in respect of a Tax Excess for such Tax Year, but in no event shall Tenant be entitled to any refund or reduction in the Annual Fixed Rent by reason of such fact.

(c)It is understood that the provisions of this Section 6.1 are based upon the method of payment of New York City real property taxes in effect at the date of this Lease, to wit, in semi-annual installments in advance on the first days of July and January of each Tax Year.  If such method of payment is hereafter changed, Landlord shall have the right to change the method by which Tenant pays Tenant’s Share of a Tax Excess to a method of periodic payments which provides Landlord with the full amount of Tenant’s Share of such Tax Excess in respect of any installment of Taxes by the date on which such installment becomes due, provided that a majority of all of the tenants in the Building shall be similarly obligated.

6.1.3Only Landlord shall have the right to institute tax reduction or other proceedings to reduce the assessed valuation of the Land and Building.  Should Landlord be successful in any such reduction proceedings and obtain a rebate, credit or reduction in assessment or tax payment (with any of the foregoing being hereinafter referred to as a “Tax Refund”) for any Tax Year or Years in respect of which Tenant shall have made a payment to Landlord, pursuant to this Section 6.1, Landlord shall credit Tenant’s Share of such Tax Refund (or, in the case of a Tax Refund for a Tax Year, only a fraction of which is included in the Lease Term, such fraction thereof) against the monthly installment or installments of Annual Fixed Rent next falling due under this Lease, or if the Lease Term has then expired and Tenant has no further obligations to Landlord, such amount shall be refunded by Landlord to Tenant within thirty (30) days after Landlord’s receipt of such Tax Refund.  In calculating the amount of any such credit or payment, Landlord shall have the right to deduct from such Tax Refund all of Landlord’s reasonable and actual Tax Expenses for such Tax Year incurred by Landlord in obtaining the same, to the extent not previously paid by Tenant or other tenants in the Building (so that no double recovery of Tax Expenses shall be permitted).  The provisions of this subsection 6.1.3 shall survive the expiration of the Lease Term.

6.2OPERATING EXPENSE ESCALATION.

6.2.1DEFINITIONS.  For the purposes of this Section 6.2, the following terms shall have the respective meanings set forth below:

(a)“Base Operating Expenses” shall mean the actual Operating Expenses for the Base Operating Year.

(b)“Base Operating Year” shall mean the calendar year commencing on January 1, 2008 and ending on December 31, 2008.

(c)“Operating Expenses” shall mean the aggregate of all reasonable costs and expenses (including taxes, if any, thereon) actually paid or incurred by or on behalf of Landlord (whether directly or through independent contractors) in connection with the operation and maintenance of the Property (as hereinafter defined), including all reasonable expenses incurred by Landlord as a result of its compliance with any of its obligations under Sections 7.1

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and 7.3 hereof, but excluding those items set forth as excluded from Operating Expenses at the end of this subsection 6.2.1(b) or otherwise limited elsewhere in this subsection 6.2.1(b).  Operating Expenses shall be calculated on the accrual basis of accounting (but subject to the further provisions of this Section 6.2) and shall include, without limitation, the following expenses:

(i)salaries, wages, medical, surgical and general welfare benefits (including group life insurance), pension and welfare payments or contributions and all other fringe benefits paid to, for or with respect to all persons (whether they be employees of Landlord or its managing agent, and, with respect to employees who are not employed on a full-time basis with respect to the Property, only a pro rata portion of expenses allocable to the time any such employee is employed with the Property shall be included in Operating Expenses) for their services in the operation (including, without limitation, security services), maintenance, repair, or cleaning of the Property (but only if and to the extent that the same shall not be included in the management fees payable by Landlord), and payroll taxes, workers’ compensation, uniforms and dry cleaning costs for such persons;

(ii)payments under service contracts with independent contractors for operating (including, without limitation, providing security services), maintaining, repairing or cleaning of the Property or any portion thereof or any fixtures or equipment therein, including, without limitation any escalators and/or elevators that may be required under the Special Permit and/or the Transit Authority Agreement;

(iii)all costs or charges for steam, heat, ventilation, air conditioning and water (including sewer rents) furnished to the Property and/or used in the operation of the Property and all costs or charges for electricity furnished to the public and service areas of the Property and/or used in the operation of the service facilities of the Property, including any taxes on any such utilities;

(iv)repairs and replacements which are appropriate to the continued operation of the Property as a first-class Manhattan office building, provided that to the extent the cost of any such repair and/or replacement is required to be capitalized under generally accepted accounting principles consistently applied (“GAAP”), such cost shall not be included in Operating Expenses except as set forth in subsection (x) of this Section 6.2.1(b), and, with respect to replacements, the amortized cost thereof shall be included in Operating Expenses only if and to the extent that a prudent owner of a first-class Manhattan office building would install the relevant replacements in lieu of performing further repairs to the replaced items;

(v)costs of lobby decoration, painting and decoration of non-tenant areas;

(vi)cost of snow removal and landscaping in and about the Property;

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(vii)cost of building and cleaning supplies and equipment, cost of replacements for tools and equipment used in the operation, maintenance and repair of the Property and charges for general telephone service for the Building;

(viii)financial expenses incurred in connection with the operation of the Property, such as insurance premiums (including, without limitation, liability insurance, fire and casualty insurance, rent insurance and any other insurance that is then generally carried by owners of comparable first-class office buildings in Manhattan), reasonable attorneys’ fees and disbursements (excluding any such fees and disbursements incurred in applying for any Tax Refund or in connection with leasing of space in the Property, or in connection with any disputes between Landlord and any tenant or other occupant of space in the Property), auditing and other professional fees and expenses, Landlord’s reasonable home office accounting charges reasonably allocated to the Building (provided however that such charges shall not be included in Operating Expenses if the services are actually being provided by third parties and such third party costs are included in Operating Expenses), association dues and any other ordinary and customary financial expenses incurred in connection with the operation of the Property;

(ix)management fees payable to a management company which is unrelated to Landlord or, if to a management company which is owned or affiliated with Landlord or Landlord’s principals, (1) the annual management fee shall not exceed two percent (2%) of the aggregate rents and additional rents (excluding rent attributable to the actual cost of electric power) paid to Landlord by tenants of the Building in such Operating Year, and (2) an amount equal to the same percentage of the aggregate rents and additional rents (excluding rent attributable to the actual cost of electric power) paid to Landlord by tenants of the Building in the Base Operating Year shall be deemed to be the annual management fee for the Base Operating Year, so that Tenant shall be responsible only for the incremental increases in the amount of such management fee above the amount included in the Base Operating Expenses;

(x)the cost of capital improvements made by Landlord either (1) reasonably anticipated by Landlord to reduce Operating Expenses (based on Landlord’s estimate that the savings in Operating Expenses are likely to exceed the annual amortization of such capital improvement), or (2) pursuant to a requirement of law, ordinance, order, rule or regulation of any public authority having jurisdiction of the Property (collectively, “Laws”) hereafter enacted or promulgated (including the cost of compliance with Laws enacted or promulgated prior to the date of this Lease if such compliance is required for the first time by reason of any amendment, modification or reinterpretation thereof which is imposed or enacted after the date of this Lease), in either case calculated as follows:  the cost of any such capital improvement shall be included in Operating Expenses for the Operating Year in which such improvement was made, provided that to the extent the cost of such capital improvement is required to be capitalized under GAAP, such cost shall be amortized on a straight-line basis over the useful life thereof utilized under GAAP, and the annual amortization of such capital improvement, together with interest on the unamortized balance of such cost at the Prime Rate shall be included in Operating Expenses;

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(xi)rental payments made for equipment used in the operation and maintenance of the Property;

(xii)the cost of governmental licenses and permits, or renewals thereof, necessary for the operation of the Property; and

(xiii)all other reasonable and necessary expenses paid in connection with the operation, maintenance, repair and cleaning of the Property which are properly chargeable against income.

Any cost or expenses of the nature described above shall be included in Operating Expenses for any Operating Year no more than once, notwithstanding that such cost or expenses may fall under more than one of the categories listed above.  Subject to the limitation set forth in subdivision (ix) above, Landlord may use related or affiliated entities to provide services or furnish materials for the Property provided that the rates or fees charged by such entities are competitive with those charged by unrelated or unaffiliated entities in the Borough of Manhattan for the same services or materials, and any rates and fees charged by such entities shall reflect only the services or materials furnished for this Property.

The following costs and expenses shall be excluded from Operating Expenses:

(1)Taxes and Tax Expenses;

(2)franchise, income, transfer gains, inheritance or other personal taxes imposed upon Landlord;

(3)mortgage or other interest and/or debt service on the Property as a result of financing and refinancing;

(4)legal fees, space planner’s fees, architect’s fees, leasing and brokerage commissions, advertising and promotional expenditures and any other expense incurred in connection with leasing of space in the Property (including new leases, lease amendments, lease terminations and lease renewals);

(5)capital improvements to the Property other than those provided in clause (iv) and clause (x) above;

(6)the cost of electrical energy furnished directly to tenants of the Property or any other space leased or available for lease in the Property;

(7)the cost of tenant installations , improvements or other alterations, and decorations incurred in connection with preparing space for any tenant, including any utilities, fees or services incurred in connection with the performance of such work or other consideration paid by Landlord on account of, with respect to, or in lieu of, such work;

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(8)salaries and fringe benefits of personnel above the grade of building manager;

(9)rent and other payments payable under any Underlying Lease;

(10)the cost of any items to the extent to which such cost is reimbursed (or reimbursable) to Landlord by tenants of the Property (other than pursuant to this Section 6.2), insurance or condemnation proceeds or third parties;

(11)depreciation of the building, amortization (except as provided in clauses (iv) and (x) above) and other non-cash charges.

(12)the cost of repairs or replacements incurred by reason of fire or other casualty, or condemnation, except to the extent of commercially reasonable insurance deductibles to the extent applicable to an insured loss;

(13)legal and other professional or consulting fees incurred in disputes with tenants, and all legal, arbitration and auditing fees other than legal, arbitration and auditing fees reasonably incurred (i) in connection with the maintenance and operation of the Property, or (ii) in connection with the preparation of statements required pursuant to rental escalation or additional rent provisions;

(14)the cost of performing work or furnishing services to or for any tenant other than Tenant, at Landlord’s expense, to the extent such work or service is in excess of any work or service Landlord is obligated to provide to Tenant or generally to other tenants in the Building at Landlord’s expense;

(15)costs incurred with respect to a sale of all or any portion of the Building or any interest therein or in connection with the purchase or sale of any air or development rights;

(16)interest, fines or penalties for late payment by Landlord, if any, except to the extent incurring such expense is a reasonable business expense under the circumstances or caused by a corresponding late payment by Tenant,

(17)costs to clean-up, contain, abate, remove or otherwise remedy (but not costs to test and monitor) hazardous wastes or asbestos-containing materials from the Building unless the wastes or asbestos-containing materials (A) were introduced to the Building by a Tenant Party or (B) are required to be cleaned-up, contained, abated, removed or otherwise remedied by Laws hereafter enacted or promulgated or the requirement of any insurance carrier or insurance rating organization or underwriting board hereafter enacted or promulgated, whether or not such insurance requirement is mandatory (including the cost of compliance with Laws and insurance requirements enacted or promulgated prior to the date of this Lease if such compliance is required for the first time by reason of any amendment, modification or reinterpretation thereof which is imposed or enacted after the date of this Lease);

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(18)the cost of acquisition of sculptures, painting or other objects of fine art in the Building other than the cost of maintaining such art;

(19)the costs of any judgment, settlement or arbitration award resulting from any negligence or misconduct of Landlord, or of Landlord’s agents, servants, employees, contractors, suppliers, or other tenants;

(20)any bad debt loss, rent loss or reserves for bad debts or rent loss;

(21)costs incurred by Landlord to cure any misrepresentation made in this Lease by Landlord to Tenant and Landlord’s breach of this Lease;

(22)expenses relating solely and exclusively to the operation of the retail space in the Building;

(23)costs associated with the operation of the business of the entity which constitutes Landlord as the same are distinguished from the costs of operation of the Property, including, without limitation, accounting and legal expenses, costs of selling, syndicating, financing, mortgaging or hypothecating Landlord’s interest in the Property, costs of any disputes between Landlord and its employees, or building managers;

(24)any incremental costs incurred by Landlord in connection with Landlord’s breach of any of Landlord’s covenants, agreements or indemnities made in this Lease; and

(25)the imputed cost of rent of any office space in the Building which is utilized as the management office of the Property.

Operating Expenses shall be net of rebates, credits and similar items of which Landlord or any affiliate of Landlord receives the benefit, including, without limitation, all amounts received by Landlord through proceeds of insurance or condemnation awards to the extent they are compensation for, or reimbursement of, sums previously included in Operating Expenses hereunder.

If Landlord is not furnishing any particular work or service (the cost of which if performed by Landlord would constitute an Operating Expense) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Operating Expenses for any Operating Year during all or any part of which such work or service is not so furnished by Landlord shall be increased by an amount equal to the additional Operating Expenses which reasonably would have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant.

In determining the amount of Operating Expenses for any Operating Year, if less than ninety-five percent (95%) of the rentable area of the Building shall have been occupied by

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tenant(s) at any time during such Operating Year (including the Base Operating Year), Operating Expenses shall be determined for such Operating Year to be an amount equal to the Operating Expenses which would normally be expected to have been incurred had such occupancy been ninety-five percent (95%) throughout such Operating Year.

(d)“Operating Year” shall mean the Base Operating Year and each subsequent calendar year, any part or all of which falls within the Lease Term.

(e)“Property” shall mean the Land, the Building, and any other land contiguous to the Land, and any improvements constructed on such land, whether above or below ground, which Landlord may operate or maintain or may contribute to the cost of the operation or maintenance thereof including, without limitation, such costs which Landlord is required to incur under the Special Permit and/or the Transit Authority Agreement.

6.2.2TENANT’S SHARE OF OPERATING EXPENSES.  If the Operating Expenses for any full Operating Year falling within the Lease Term shall exceed the Base Operating Expenses or if, in the case of an Operating Year only a fraction of which is included in the Lease Term, the amount of the Operating Expenses for such Operating Year multiplied by such fraction exceeds the Base Operating Expenses multiplied by such fraction (the amount of such excess in either case being hereafter referred to as the “Excess Operating Expenses”), then Tenant shall pay to Landlord, as Additional Rent, Tenant’s Share of the Excess Operating Expenses for such Operating Year or portion thereof.  Tenant’s Share of the Excess Operating Expenses for each Operating Year shall be payable in monthly installments as follows:

(a)Estimated payments by Tenant on account of Operating Expenses shall be made on the first day of each and every calendar month during the Lease Term, and otherwise in the same fashion herein provided for the payment of Annual Fixed Rent.  The monthly amount so to be paid to Landlord shall be sufficient to provide Landlord by the end of each Operating Year with a sum equal to Tenant’s required payments, as reasonably estimated by Landlord from time to time, on account of Operating Expenses for such Operating Year.  Within one hundred eighty (180) days after the end of each Operating Year, Landlord shall submit to Tenant a reasonably detailed accounting of Operating Expenses for such Operating Year (the “Operating Statement”).  If estimated payments theretofore made for such Year by Tenant exceed Tenant’s required payment on account therefor for such Operating Year, according to such accounting, Landlord shall credit the amount of overpayment against subsequent obligations of Tenant with respect to rents next coming due (or refund such overpayment if the Lease Term has ended and Tenant has no further obligation to Landlord); but, if the required payments on account thereof for such Operating Year are greater than the estimated payments (if any) theretofore made on account thereof for such Operating Year, Tenant shall make payment to Landlord within thirty (30) days after being so advised by Landlord.

(b)If the Operating Expenses for any Operating Year (as adjusted, if applicable, pursuant to the last two (2) paragraphs of subsection 6.2.1(b)) shall equal or be less than the Base Operating Expenses, Tenant shall not be obligated to make any payments to

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Landlord pursuant to this Section 6.2 in respect of such Operating Year, but in no event shall Tenant be entitled to any refund or reduction in the Annual Fixed Rent by reason of such fact.

(c)Landlord’s failure to render an accounting of Operating Expenses with respect to any Operating Year shall not prejudice Landlord’s right to thereafter render an accounting with respect thereto or with respect to any subsequent Operating Year, nor shall the rendering of an accounting prejudice Landlord’s right to thereafter render a corrected accounting for that Operating Year.  Nothing herein contained shall restrict Landlord from issuing an accounting at any time there is an increase in Operating Expenses during any Operating Year or any time thereafter.  Notwithstanding the foregoing provisions of this Section 6.2.2(c), if Landlord has not issued an accounting within three (3) years after the end of an Operating Year, Tenant may give Landlord a notice thereof and if Tenant gives such notice, and, such failure continues for thirty (30) days following such notice, Tenant shall give Landlord a second notice of such failure which notice shall set forth in bold capital letters the following statement:  “IF LANDLORD FAILS TO DELIVER AN ACCOUNTING OF OPERATING EXPENSES TO TENANT WITHIN TEN (10) OPERATING DAYS AFTER RECEIPT OF THIS NOTICE, LANDLORD SHALL HAVE WAIVED ITS RIGHT TO ISSUE AN ACCOUNTING”.  If Landlord does not so issue an accounting within ten (10) Operating Days after Landlord’s receipt of such second notice, Landlord shall have waived the right to issue an accounting for the Operating Year to which, in whole or in part, such accounting relates.

6.2.3Within thirty (30) days after Tenant’s request sent within nine (9) months after Tenant’s receipt of an annual Operating Statement, and without Tenant having to specify that Tenant is disputing any part of such Operating Statement, Landlord agrees to grant Tenant, its accountants and representatives, reasonable access to so much of Landlord’s books and records, at the place where they are regularly maintained in New York, New York or Boston, Massachusetts, as may be required for the purposes of verifying the items included therein as Operating Expenses, and to have and make copies of any and all bills and vouchers relating thereto (subject to reimbursement by Tenant for the cost of such copies).  Every Operating Statement given by Landlord pursuant to Article 6 hereof shall be conclusive and binding upon Tenant unless Tenant shall notify Landlord within one (1) year after the receipt of such Operating Statement that Tenant disputes the correctness thereof (provided that Landlord shall have timely provided the reasonable access to Landlord’s books and records set forth herein), which notice to Landlord shall specify in reasonable detail the particular respects in which the Operating Statement is claimed to be incorrect and include a complete copy of the results of such audit; provided, however, that, with respect to the Operating Statement for the Base Operating Year, such 9-month and 1-year periods shall not begin until after the Operating Statement for the Operating Year immediately following the Base Operating Year has been delivered to Tenant.  Upon Tenant’s delivery of any Operating Expenses dispute notice, Landlord and Tenant shall proceed in good faith to settle the dispute.

If Landlord and Tenant shall be unable to resolve such dispute within sixty (60) days following the delivery of such notice to Landlord, Landlord shall designate a Certified Public Accountant who has not been engaged by Landlord (or any affiliate of Landlord) within the previous three (3) years and is reasonably satisfactory to Tenant (the “Arbiter”) who shall be a member of an independent certified public accounting firm or a senior officer of a nationally

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recognized business consulting firm (which accounting or consulting firm shall have at least twenty (20) accounting professionals) and shall have practiced as a certified public accountant for at least ten (10) years, whose determination made in accordance with this Section 6.2.3 shall be binding upon the parties, and any such determination so made in accordance herewith may be entered as a judgment in any court of competent jurisdiction.  If Landlord fails to designate an Arbiter within one hundred twenty (120) days after the delivery of the results of Tenant’s audit, or if Landlord’s designee is not reasonably satisfactory to Tenant, Tenant shall have the right to suggest an Arbiter, and if such person is not reasonably acceptable to Landlord, either party may petition the New York City office of the American Arbitration Association (or its successor) (the “AAA”) for the appointment of an Arbiter.  The Arbiter shall make a determination (and, if appointed by the AAA, be appointed) by an Expedited Procedures arbitration under the Commercial Arbitration Rules of the AAA. In rendering such determination such Arbiter shall not add to, subtract from or otherwise modify the provisions of this Lease.  Except as otherwise set forth herein, Tenant shall pay the fees and expenses of the Arbiter.  Tenant, pending the resolution of any contest pursuant to the terms hereof shall continue to pay all sums as determined to be due in the first instance by Landlord.  If it is finally agreed or determined that the aggregate amount paid by Tenant to Landlord on account of Tenant’s Share of Excess Operating Expenses exceeded the amounts to which Landlord was entitled hereunder, Landlord shall credit the amount of such excess against the rent next due and payable, unless this Lease shall have expired, in which event Landlord shall promptly refund such excess to Tenant, and (x) if Landlord’s original determination of Tenant’s Share of Excess Operating Expenses is determined to have been overstated by five percent (5%) or more, Landlord shall credit or pay to Tenant interest thereon at the Prime Rate from the day immediately following the relevant over-payment or over-payments made by Tenant until the day that such over-payment shall have been refunded or credited in full to Tenant, and (y) if Landlord’s original determination of Tenant’s Share of Excess Operating Expenses is determined to have been overstated by $25,000 (such amount to be increased annually by the percentage increase in the CPI) or more, Landlord shall pay the fees and expenses of the Arbiter.  If it is finally agreed or determined that the amounts paid by Tenant to Landlord on account of Tenant’s Share of Excess Operating Expenses were less than the amounts to which Landlord was entitled hereunder, Tenant shall pay to Landlord the amount of such shortfall within thirty (30) days of the date Tenant is notified of the error.

In connection with examining Landlord’s books and records hereunder, Tenant covenants and agrees that Tenant will (a) not employ any person or firm who is to be compensated, in whole or in part, on a contingency fee basis and (b) maintain the information obtained from such examination in strict confidence (other than to Tenant’s officers, employees, shareholders, partners or members, attorneys, accountants and other professional consultants who have been advised of the confidentiality provisions contained herein and agree to be bound by the same), except (i) to the extent reasonably necessary in connection with any action or proceeding to enforce this Lease or any provision thereof, (ii) to the extent legally compelled (by deposition, interrogatory, subpoena, civil investigative demand or similar legal process) to disclose such information, (iii) to the extent required by securities laws or compliance provisions of other requirements of law or any securities, bond or commodities exchange, (iv) to Landlord or Landlord’s agents or employees, and (v) Tenant may disclose to any prospective lender, merger partner and lateral candidates who have been advised of the confidentiality provisions contained herein and agree to be bound by the same, for a valid business purpose other than disclosure of

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such information concerning Landlord, solely the amount of Tenant’s Share of Excess Operating Expenses and Tenant’s Share of Taxes, whether there is a dispute and the parameters of the high and low range of such amounts.  The foregoing confidentiality requirement shall not apply to information that has otherwise become available to the public.

6.2.4The imposition on Landlord by any portion of this Lease of an obligation to perform any work, repairs or other acts with respect to the Property shall not be construed as preventing Landlord from including the cost of such work, repairs or other acts in Operating Expenses, to the extent the same is otherwise properly includible therein pursuant to this Section 6.2.

ARTICLE 7

REPAIRS AND SERVICES

7.1LANDLORD’S OBLIGATION TO REPAIR.  Throughout the Lease Term, Landlord will maintain the Building in a manner consistent with a first class office building in midtown Manhattan, and, except as otherwise provided in this Lease, Landlord shall, throughout the Lease Term, keep and maintain in good order, condition and repair:

(a)the roof, the exterior and load bearing walls (including exterior windows), the foundation, the structural floor slabs and other structural elements of the Building; and

(b)the common areas and facilities of the Building, including the lobby of the Building, common elevator lobbies, (but excluding elevator lobbies on floors leased entirely by a single tenant), core lavatories (but excluding any Alterations made by Tenant to core lavatories located on floors leased entirely to Tenant), fire stairs, HVAC (including base building equipment associated with the HVAC such as finned tube radiators and hot water coils), plumbing, Building electrical system (other than items installed by tenants or the utility companies) and other Building systems and equipment servicing the Premises (other than any supplementary or accessory HVAC, and telecommunication/computer systems and/or any item of such equipment exclusively serving the Premises).

Landlord shall not be responsible to make any improvements or repairs to the Building or the Premises other than as expressly provided in this Section 7.1, unless expressly otherwise provided in this Lease.  Tenant shall promptly give Landlord notice of any damage to the Premises or the Building (whether or not caused by Tenant) or of any defects in any portion thereof or in any fixtures or equipment therein promptly after Tenant first learns thereof (to the extent that Landlord does not already have knowledge thereof), but Tenant’s failure to do so shall not, in and of itself, result in any liability of Tenant (unless such failure was unreasonable under the circumstances) nor relieve Landlord of any of its obligations under this Lease.  In making any repairs, alterations, additions or improvements in the Premises, Landlord shall, use reasonable efforts to minimize interference with Tenant’s use and occupancy of the Premises; provided, however, that Landlord shall have no obligation to employ contractors or labor at so-called “overtime” or other premium pay rates or to incur any other overtime costs or expenses whatsoever unless such work will materially interfere with Tenant’s business operations in the Premises, provided, however, that Landlord shall not be required to perform such work on an

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“overtime” basis to the extent that such work was requested by Tenant or would not have been needed but for a violation by Tenant of its obligations under this Lease.

7.2TENANT’S REPAIRS AND MAINTENANCE.

(a)Subject to the provisions of Article 12 below, Tenant covenants and agrees that, from and after the date that possession of the Premises is delivered to Tenant and until the end of the Lease Term, Tenant, at its expense, will keep neat and clean and maintain in good order, condition and repair the Premises, Alterations and all fixtures or facilities contained in the Premises which do not constitute part of the common areas or the Building systems, including, without limitation, any distribution conduits for the HVAC system serving the Premises, any supplemental air conditioning units, any private lavatory and any Alterations made by Tenant to any core lavatories located on floors leased entirely to Tenant, shower, toilet, washbasin and kitchen facilities, and all plumbing serving or connected to such systems or facilities, and will make all required repairs thereto and/or replacements of portions thereof, excepting only for those repairs or replacements for which Landlord is responsible under the terms of Section 7.1 or Article 12 of this Lease.  Tenant shall not permit or commit any waste, and, notwithstanding anything to the contrary set forth in Section 7.1, Tenant shall be responsible for the cost of all repairs and replacements to the Premises, the Building and the facilities of the Building, whether ordinary or extraordinary, structural or, non-structural, when necessitated by Tenant’s, or its subtenant’s or assignee’s, moving property in or out of the Building or installation or removal of furniture, fixtures or other property or by the performance by Tenant, or its subtenant or assignee, of any alterations or other work in the Premises, or when necessitated by the acts, omission, misuse, neglect or improper conduct of Tenant, its assignee or subtenant, or its or their agents, employees, contractors or invitees or the use or occupancy or manner of use or occupancy of the Premises other than in accordance with the terms of this Lease.  Notwithstanding the foregoing, Tenant shall not be responsible for any such repairs to the extent required by Landlord’s negligence or the negligence or other fault of Landlord’s employees, agents or contractors.  All of said repairs and any restorations or replacements required in connection therewith shall be of a quality and class at least equal to the original work or installations and shall be done in a good and workmanlike manner to the reasonable satisfaction of Landlord.

(b)If material repairs or replacements are required to be made by Tenant pursuant to the terms hereof, Landlord may demand that Tenant make the same forthwith, and (except in cases of emergency, where no notice or demand shall be required) if Tenant refuses or neglects to commence such material repairs or replacements within thirty (30) days after such demand or to complete the same with reasonable diligence thereafter, Landlord may (but shall not be required to do so) make or cause such material repairs or replacements to be made and shall not be responsible to Tenant for any loss or damage that may accrue to Tenant’s stock or business by reason thereof provided that Landlord shall use reasonable efforts to minimize interference with the conduct of Tenant’s business and any such loss or damage (but Landlord shall have no obligation to employ contractors or labor at so-called overtime or other premium pay rates or to incur any other overtime costs or expenses whatsoever).  If Landlord makes or causes such repairs or replacements to be made, Tenant agrees that Tenant will forthwith, on demand, pay to Landlord as Additional Rent the cost thereof, together with interest thereon at the Lease Interest Rate.

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7.3SERVICES.  Subject to the provisions of Sections 14.3 and 20.12, Landlord agrees to provide those services to the Building and the Premises as set forth in Exhibit D annexed hereto.

7.4LANDLORD’S FAILURE TO REPAIR OF PROVIDE SERVICES.  Anything in this Lease to the contrary notwithstanding, provided no Event of Default exists, if solely by reason of Landlord’s negligence or willful misconduct, Landlord shall be unable to supply services or to make repairs which Landlord is obligated under the terms of this Lease to supply or to make (“Landlord’s Service Failure”) for more than ten (10) consecutive Operating Days after notice from Tenant to Landlord, and as a result of such failure the Premises are rendered untenantable, or any portion thereof that comprises at least five thousand (5,000) square feet (“Material Portion”) is rendered untenantable, and Tenant cannot and does not use the Premises, or such Material Portion, as the case may be, for the conduct of its business, then in the event (a) a Material Portion is untenantable, as Tenant’s sole and exclusive remedy, Tenant’s obligation to pay Annual Fixed Rent and Additional Rent on account of Taxes and Operating Expenses shall be reduced in the proportion in which the area of the Material Portion which is unusable bears to the total area of the Premises or (b) the entire Premises are rendered untenantable, as Tenant’s sole and exclusive remedy, Tenant’s obligation to pay Annual Fixed Rent and Additional Rent on account of Taxes and Operating Expenses shall be abated, in the case of (a) or (b) above, for the period commencing on the eleventh (11th) Operating Day after such notice to Landlord until such condition is cured by Landlord or Tenant recommences use of the Premises or the affected Material Portion thereof.  For purposes of the foregoing, a Landlord’s Service Failure which renders a portion of the Premises critical to Tenant’s continued normal business operations untenantable including, without limitation, Tenant’s server room and/or trading floor(s) (a “Critical Area”), shall be deemed to have rendered the entire Premises untenantable provided that Tenant cannot and does not use the Premises for the normal conduct of Tenant’s business.

ARTICLE 8

ALTERATIONS

8.1TENANT’S RIGHTS.  Tenant may from time to time during the Lease Term, at its expense, make such alterations, additions, installations, substitutions, improvements and decorations (collectively, with Tenant’s Work, referred to as “Alterations”) in and to the Premises as Tenant may consider necessary or desirable for the conduct of its business in the Premises, subject to the following conditions:

(a)the outside appearance or the strength of the Building or any of its structural parts shall not be adversely affected;

(b)no part of the Building outside of the Premises shall be physically and adversely affected;

(c)no other tenant or occupant of the Building, and no common area of the Building, shall be adversely affected, other than to a de minimis extent;

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(d)the proper and economical functioning of the Building systems or facilities of the Building or any portion thereof shall not be adversely affected, other than to a de minimis extent;

(e)before proceeding with any Alterations, other than those that are considered Minor Alterations (as such term is defined below), Tenant shall obtain Landlord’s written consent, which consent shall not be unreasonably withheld or delayed provided the conditions of this Article 8 are satisfied, and submit to Landlord for approval plans and specifications for the work to be performed.  Within ten (10) Operating Days after its receipt of a submission of plans and specifications, Landlord shall either consent thereto or specify any objections thereto.  If Landlord does not respond to Tenant’s request for consent or approval within such ten (10) Operating Day period, then Tenant shall have the right to give Landlord a second notice requesting such consent and, provided such second request for approval shall prominently specify that Landlord’s failure to approve or disapprove the same within five (5) Operating Days after Landlord’s receipt thereof constitutes an approval thereof, then in the event Landlord fails to approve or disapprove such plans and specifications within such 5 Operating Day period, Landlord shall be deemed to have approved the same.  Landlord may as a condition of its consent require Tenant (i) to perform all such work at such times and in such manner as to create the least practicable interference with the use of the Building by the other tenants and occupants thereof, including, but without limitation, on an “overtime” basis, (ii) to make revisions in and to its plans and specifications, and/or (iii) to agree to remove, at or prior to the Expiration Date, any item of work shown on such plans of an unusual nature, such as, but not limited to, internal stairways, pantries, lavatories, vaults, special flooring for computer areas and the like (“Specialty Alterations”), and to restore the affected portion of the Premises, provided that Landlord identifies such Specialty Alterations at the time of giving Landlord’s consent to such Alterations.  Notwithstanding the foregoing, Tenant shall have no obligation to submit such plans and specifications or obtain Landlord’s approval in connection with Alterations that are (x) those of a decorative nature such as painting, wall coverings and floor coverings and (y) non-structural Alterations which do not affect Building systems such that the aggregate amount of the costs and expenses for such non-structural Alterations is less than $250,000 (each, a “Minor Alteration”), provided that (A) Tenant gives Landlord at least ten (10) days’ prior notice describing such work in reasonable detail, including plans and specifications, if any, which Tenant has prepared and (B) a building, alteration or other governmental permit is not required or otherwise filed in connection therewith.  Notwithstanding clause (i) above, Tenant shall not be obligated to do such work on an “overtime” basis except to the extent such work involves core drilling, demolition, hammering or other activities which, as reasonably determined by Landlord, may adversely affect the use of the common areas of the Building or the operation of the Building, result in a reduction of Building services required to be provided by Landlord pursuant to this Lease, require access to space in the Building occupied by other tenants, or, other than to a de minimis extent, interfere with or disturb the use and occupancy of the Building by other tenants and occupants;

(f)before proceeding with any Alterations for which consent is required by Landlord, any required consent from any Mortgagee and/or Overlandlord shall have been obtained (Landlord agreeing to use commercially reasonable efforts to obtain such consent within the same ten (10) day period that Landlord shall have to consent or submit its objections

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thereto provided that in no event shall Landlord be required to make any material expenditures or concessions to obtain such consent);

(g)in performing the work involved in such Alterations, Tenant shall perform, observe and comply with all of the conditions and covenants set forth in the provisions of this Article;

Notwithstanding anything herein to the contrary, Landlord shall not unreasonably withhold its consent to the following Specialty Alterations: (1) structural reinforcement of certain portions of the floors of the Premises as may be reasonable, and Landlord shall cooperate with Tenant to afford Tenant reasonable access to such other floor(s) of the Building as necessary in order to perform such structural reinforcement, provided that such work shall in no event decrease the height of the hung ceiling of such other floor(s) or necessitate the relocation other wiring or equipment located within the ceiling, and subject in any event to the rights of other tenants and the other provisions of this Section 8.1; (2) internal stairways and associated slab penetrations to connect contiguous floors of the Premises; (3) a reasonable number of additional bathrooms including showers therein provided, however, the locations of such bathrooms and showers shall be reasonably approved by Landlord; and (4) raised floor areas; provided that Tenant shall remove such Specialty Alterations upon the Expiration Date or earlier termination of the Lease Term except as set forth in the last sentence of this paragraph or unless otherwise specified in writing by Landlord.  In addition, Tenant shall have the right, at its sole cost and expense, subject to all applicable laws and governmental regulations, to close off the low-rise elevator bank servicing the Premises and utilize such elevator lobby space as part of the Premises.  If Tenant elects to close off such low-rise elevator bank and thereafter elects to lease any of the Offered Space on the eighteenth (18th) floor of the Building or the 18th Floor Expansion Space, Tenant, at its sole cost and expense, shall have the right, subject to all applicable laws and governmental regulations, re-open such elevator bank cause the low-rise elevators to service the Premises.  Notwithstanding anything herein to the contrary, upon the expiration or termination of this Lease Tenant shall not be required to remove or restore a reasonable number of standard office pantries, one internal stairway per floor, supplemental HVAC units approved by Landlord under this Lease, any equipment and installation used to bring additional power to which Tenant is entitled under this Lease to the Premises.

Landlord’s review and approval of Tenant’s plans and specifications and consent to the performance of the work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with applicable law and insurance requirements, nor shall it be deemed a waiver by Landlord of compliance by Tenant with any provisions of this Lease, nor shall it impose upon Landlord any liability or obligation with respect to such work or the performance thereof.

8.2CONFORMITY WITH LAW.  Tenant covenants and agrees that any Alterations made by it to or upon the Premises shall be done in a good and workmanlike manner and in conformity and compliance with all applicable laws, ordinances, regulations and requirements of all public authorities having jurisdiction, and with all applicable requirements of insurers and insurance rating or underwriting organizations, that new materials and equipment of at least

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equal quality and class to the original installations in the Building shall be employed therein, that the structure of the Building shall not be endangered or impaired thereby.

8.3PERFORMANCE OF WORK, GOVERNMENTAL APPROVALS, INSURANCE.

(a)All Alterations and installation of furnishings by Tenant (i) shall be coordinated with any work being performed by Landlord and in such manner as to maintain harmonious labor relations and not to damage the Building or interfere with or delay Building construction or operation or increase the cost thereof, (ii) shall not interfere with the use or occupancy of any other tenant or occupant of the Building by more than a de minimis extent, (iii) to the extent connected to or involving any portion of the life safety systems or Building management system of the Building, shall be performed by a contractor designated by Landlord in its sole and absolute discretion provided that the charges of such contractor shall be reasonable in relation to the charges of contractors providing similar services in other first class office buildings in midtown Manhattan, and (iv) with respect to all Alterations and installations which are not the subject of the foregoing clause (iii), shall be performed by contractors and major trade subcontractors first reasonably approved by Landlord, such approval not to be unreasonably withheld or delayed.

(b)Tenant shall procure all necessary governmental permits, licenses and certificates and shall make all required filings of plans with governmental authorities before making any Alterations and shall obtain all required governmental approvals upon the completion thereof.  Landlord shall, at no cost to Landlord, execute any applications for permits (if the provisions of any applicable law or legal requirement requires that Landlord join in such application) necessary in connection with any Alterations regardless of whether or not Landlord’s approval for such Alterations shall have been obtained; provided, however, that Landlord’s execution of any such application shall not be deemed to constitute Landlord’s consent to the performance of the work described therein, nor an agreement by Landlord that such plans, specifications and work conform with applicable law and insurance requirements, nor a waiver by Landlord of compliance by Tenant with any provisions of this Lease, nor shall it impose upon Landlord any liability or obligation with respect to such work or the performance thereof.  Tenant shall use an expediter designated by Landlord in connection with making such filings and obtaining such permits, licenses, certificates and approvals provided that the fees charged by such expeditor shall be reasonable in relation to the charges for similar services provided by similar expeditors providing similar services to first class office buildings in midtown Manhattan.  At any and all times during the period of construction of any Alterations, Landlord shall be entitled to have a representative or representatives on the site to inspect such Alterations, and such representative or representatives shall have free and unrestricted access to any and every part of the Premises.  Landlord shall use reasonable efforts to (i) give Tenant advance notice of such access (except in the event of an emergency) and (ii) minimize interference with Tenant’s Work during such access.  Tenant shall keep commercially reasonable records of the cost of any Alterations in and to the Premises for a period of six (6) years following any such expenditure (or, at Tenant’s option, deliver copies of such records to Landlord), and shall, if requested by Landlord, make the same available to Landlord for use in connection with any proceeding to review the assessed valuation of the Building or any proceedings to acquire the Land and Building for public or quasi-public use.

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(c)Tenant agrees to save harmless and indemnify Landlord and all other Landlord Parties from and against any and all injury, loss, claims, damage and expense (including reasonable attorneys’ fees and disbursements actually incurred by Landlord) to any person or property resulting from the performance of any Alterations.  In addition, over and above the insurance required to be carried by Tenant pursuant to the provisions of Section 11.2 hereof, Tenant shall carry or cause each contractor to carry worker’s compensation insurance in statutory amounts covering the employees of all contractors and subcontractors, and comprehensive general liability insurance and property damage insurance which provides coverage in respect of the added risks of construction with such limits as Landlord may reasonably require, but in no event less than Five Million Dollars ($5,000,000) for injuries arising out of any one incident, and One Million Dollars ($1,000,000) for any property damage (all such insurance to be written by companies reasonably approved by Landlord and naming Landlord, and such other parties as may be reasonably designated by Landlord, as additional insured parties) and to deliver to Landlord certificates of all such insurance.

(d)In connection with the making of any Alterations, (i) Tenant shall make all arrangements for, and shall pay all reasonable expenses incurred by Landlord in connection with, Tenant’s use of the freight elevator(s) serving the Premises during non-Operating Hours (it being agreed that Landlord shall reasonably cooperate with Tenant in connection with the use of the freight elevator(s) serving the Premises), and (ii) Landlord shall not impose any supervisory charges in connection with the performance of Alterations, provided, however, Tenant shall promptly reimburse Landlord within thirty (30) days after Landlord’s demand, as Additional Rent, for any and all reasonable, actual out-of-pocket costs and expenses incurred by Landlord in connection with the review of Tenant’s plans and specifications for any such Alterations by any third-party architect, engineer or other consultant retained by Landlord.  Notwithstanding anything to the contrary contained herein or in Exhibit D attached hereto, solely in connection with Tenant’s initial move-in to the Premises, Tenant shall be entitled to eight (8) hours of use of the freight elevator(s) during non-Operating Hours free of charge for each floor of the Premises.

8.4LIENS.  Tenant shall promptly pay and discharge all costs and expenses of any work done in or on the Premises by Tenant or its subtenants, and its and their agents, employees or contractors, and shall not do or fail to do any act which shall or may render the Building or any part thereof, or the Premises or any part thereof subject to any mechanic’s lien or other lien or security agreement or charge or chattel mortgage or conditional bill of sale or title retention agreement (hereinafter collectively called “Lien”), and if any Lien be filed against the Building, the Premises, any Alterations, or any portion of any of the foregoing, Tenant shall, at Tenant’s own cost and expense, cause the same to be removed of record by bonding or otherwise within thirty (30) days after having notice of the filing of any such Lien; and, in default thereof, Landlord may, in addition to any other rights and remedies it may have by reason of Tenant’s default, cause any such Lien to be removed of record by bond, and Tenant shall reimburse Landlord as Additional Rent for all costs and expenses incidental to the removal of any such Lien by bonding incurred by Landlord, together with interest thereon at the Lease Interest Rate.

8.5VIOLATIONS; DISRUPTION.  Tenant, at its expense, and with diligence and dispatch, shall cause to be discharged or cancelled all notices of violation arising from any Alterations which are issued by the Department of Buildings of The City of New York or any

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other public or quasi-public authority having jurisdiction.  Nothing contained in this Section 8.5 shall prevent Tenant from contesting, in good faith and at its own expense, any such notices of violation, provided that Tenant shall comply with the provisions of Section 9.3 hereof.  In addition, Tenant shall not exercise any of its rights under this Article 8 in such manner as would create any work stoppage, picketing, labor disruption or dispute or a violation of any of Landlord’s union contracts affecting the Land or Building, or which would unreasonably interfere with the business of Landlord or of any tenant or occupant of Building.  In the event of the Tenant’s failure to comply with the preceding sentence, Tenant shall, promptly upon notice from Landlord, cease all manner of exercise of such rights which give rise to such failure to comply.  If Tenant shall fail to cease such manner of exercise of its rights as aforesaid, Landlord, in addition to any other rights available to it under this Lease and pursuant to law, shall have the right to seek an injunction without notice to the Tenant.  Landlord represents that there are no notices of violations which remain uncured and which would prevent Tenant from obtaining permits for, or performing, Tenant’s Work.  Landlord shall promptly after written notice from Tenant take reasonable action against any other occupant of the Building whose construction or other activities unreasonably interfere with Tenant’s ability to perform Tenant’s Work or any Alterations in the Premises.

8.6TENANT’S PROPERTY.  Except as otherwise provided in this Section 8.6, all work, construction, repairs, Alterations, other improvements or installations made to or upon the Premises (including, but not limited to, the construction performed by Landlord or Tenant under Article 4 and Exhibit C), whether or not at the expense of Tenant, shall become part of the Premises and shall become the property of Landlord upon the Expiration Date or earlier termination of the Lease Term, and remain upon and be surrendered with the Premises as a part thereof upon the Expiration Date or earlier termination of the Lease Term:

(a)All personal property not permanently affixed to the Building, including moveable partitions, business and trade fixtures, machinery and equipment, communications and office equipment, whether or not attached to or built into the Premises, which are installed in the Premises by or for the account of Tenant, at Tenant’s expense and can be removed without more than de minimis damage to the Building, and all furniture, furnishings and other moveable articles of personal property owned by Tenant and located in the Premises (all of which are herein referred to as “Tenant’s Property”) shall remain the property of Tenant and may be removed by Tenant or any person claiming under Tenant at any time or times during the Lease Term and (with the exception of special cabinet work or property which is built into the Premises and custom-fitted furniture or cabinetry) shall be removed by Tenant at the expiration or earlier termination of the Lease Term.  Tenant shall repair any damage to the Premises caused by the removal by Tenant or any person claiming under Tenant of any Tenant’s Property from the Premises.

(b)At the Expiration Date or earlier termination of the Lease Term, unless otherwise specified in writing by Landlord, Tenant shall remove from the Premises any Specialty Alterations made to the Premises for which such removal was made a condition of such consent under Section 8.1 or Exhibit C.  Upon such removal Tenant shall restore the Premises to their condition prior to installation of such Specialty Alterations and repair any damage caused by such removal and restoration.

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(c)Any items of Tenant’s Property (except money, securities and like valuables) which remain on the Premises after the Expiration Date or earlier termination of the Lease Term may, at the option of Landlord, be deemed to have been abandoned and in such case may either be retained by Landlord as its property or may be disposed of without accountability, at Tenant’s expense, in such manner as Landlord may see fit.

(d)If at any time during the Lease Term, Tenant ceases using any wiring or cabling installed by or on behalf of Tenant in any portion of the Premises or in any other portions of the Building (other than a cessation that is temporary and where Tenant intends to resume using such wiring or cables within a reasonable period of time after such cessation), Tenant shall promptly give written notice to Landlord of such cessation and, subject to the applicable requirements of this Lease, shall promptly remove such unused wiring and cabling at Tenant’s sole cost and expense.  In order for Landlord and Tenant to (i) identify any wiring or cabling installed by or on behalf of Tenant in any portion of the Premises or in any other portions of the Building and/or (ii) trace the starting and terminating points of such wiring and cabling, Tenant shall cause such wiring and cabling to be labeled and tagged, when installed, with appropriate identification marks and shall maintain, during the Lease Term for all then existing wiring and cabling, “as installed” drawings containing a guide or key to such marks and showing the routing of such wiring and cabling.  Upon Landlord’s request, Tenant shall provide to Landlord and Landlord’s representatives and contractors reasonable access to such “as installed” drawings for inspection and copying.  Notwithstanding anything to the contrary contained in this Lease, Tenant shall not have any obligation, upon the expiration or earlier termination of this Lease, to remove any wiring or cabling installed by or on behalf of Tenant in any portion of the Premises or in any other portions of the Building, as long as Tenant has complied with the obligations set forth in this paragraph.

8.7SURVIVAL.  The provisions of this Article 8 shall survive the expiration or sooner termination of this Lease.

ARTICLE 9

LAWS, ORDINANCES, REQUIREMENTS OF PUBLIC AUTHORITIES

9.1CERTIFICATE OF OCCUPANCY.  Landlord covenants and agrees that throughout the Lease Term, the certificate of occupancy issued for the Building will permit the Premises to be used and occupied for general office purposes.

9.2TENANT’S OBLIGATIONS.

(a)Tenant shall, at its expense, comply with all laws and requirements of public authorities and all requirements of insurance bodies now or hereafter in effect which shall, with respect to the Premises or the occupancy, use or manner of use of the Premises or to any abatement of nuisance, impose any violation, order or duty upon Landlord or Tenant, including without limitation, any violation, order or duty arising from (i) Tenant’s use of the Premises, (ii) the manner of conduct of Tenant’s business in the Premises or the operation by Tenant of its installations, equipment or other property thereon, (iii) any cause or condition created by or at the instance of Tenant, (iv) the making or performance of any Alterations, installations or other

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work by Tenant in or on the Premises, including, without limitation, any Tenant’s Work, or (v) the breach by Tenant of any of its obligations under this Lease; and Tenant shall make all repairs or Alterations required thereby, whether structural (in which event all such repairs or Alterations shall be performed by Landlord and the reasonable cost thereof shall be paid by Tenant) or nonstructural, ordinary or extraordinary.  Notwithstanding the foregoing, Tenant shall not be required to make any Alterations pursuant to the foregoing clauses (i) or (ii) unless the same are required by reason of (A) Tenant’s particular manner of use of the Premises other than for normal and customary ordinary office purposes or (B) any ancillary use permitted hereunder.  In addition to the foregoing, Tenant agrees to participate in all fire and other safety compliance procedures instituted by Landlord and/or public authorities for the Building.

(b)Without limiting the foregoing, Tenant also agrees to comply with the following regulations which are set forth in the Special Permit, along with the other regulations set forth therein:

(1)“The off-street loading berths shall be used for all truck and service vehicle loading and unloading for the proposed building, including all deliveries to the owners, tenants and users thereof.

(2)“‘NO STANDING, 7:00 A.M. to 7:00 P.M., except commercial, vehicles loading and unloading Monday through Saturday’, along the entire northerly curb of 53rd Street between Lexington and Third Avenues.

(3)“‘NO STANDING, 7:00 A.M. to 7:00 P.M., Monday through Saturday’, along the southerly curb of 53rd Street from Third Avenue to a point approximately 150 feet east of Lexington Avenue.

(4)“‘NO STOPPING ANYTIME’ along the southerly curb of 53rd Street from Lexington Avenue to a point approximately 150 feet east of Lexington Avenue.

(5)“‘TOWAWAY ZONE’ for the entire block between Lexington and Third Avenues.”

9.3TENANT’S RIGHT TO CONTEST.  If Tenant receives notice of any violation of any law or requirement of public authority or requirement of insurance bodies applicable to the Premises, it shall give prompt notice thereof to Landlord.  Tenant may, at its expense, contest the validity or applicability of any such law or requirement of public authority or requirement of insurance bodies by appropriate proceedings prosecuted diligently and in good faith, and may defer compliance therewith, provided that (i) Landlord is not thereby subjected to criminal prosecution or criminal or civil penalty of any nature, (ii) no unsafe or hazardous condition remains unremedied, (iii) the Premises, or any part thereof, shall not be subject to being condemned or vacated by reason of such non-compliance or such contest, (iv) no insurance policy carried in respect of the Property by Landlord is cancelled and no premium for any such policy is increased by reason of such non-compliance or such contest, and (v) such non-compliance or contest shall not constitute or result in any violation of any Underlying Lease

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or any mortgage on the Building or on an Underlying Lease thereof, and Tenant complies with all requirements of all such Underlying Leases or mortgages including those, if any, relating to the furnishing of security.  Tenant hereby agrees to indemnify and save Landlord harmless from and against any loss, liability, damage and expense arising out of any such deferral of compliance or contest, including, without limitation, reasonable attorneys’ fees and disbursements and other expenses reasonably and actually incurred by Landlord, and Tenant shall keep Landlord advised as to all settlements of such contest.  Landlord agrees to execute any document reasonably required by Tenant in order to permit Tenant effectively to carry on any such contest, provided Landlord is not thereby subjected to any cost or expense or exposed to any liability or obligation on account thereof.

9.4WINDOW CLEANING.  Tenant will not clean, nor require, permit, suffer or allow any window in the Premises to be cleaned, from the outside in violation of Section 202 of the New York Labor Law or of the rules of the New York City Board of Standards and Appeals or of any other board or body having or asserting jurisdiction.

ARTICLE 10

USE

10.1OFFICE USE.  Tenant shall use and occupy the Premises only for executive, administrative and general offices in connection with Tenant’s business and for uses ancillary thereto as described in Section 10.2 and for no other purpose.  Subject to the other provisions of this Lease (including all exhibits) and the Rules and Regulations, Tenant shall have access to the Premises twenty-four (24) hours per day, seven (7) days per week.

10.2ADDITIONAL PERMITTED USES.  Tenant may, in addition to using the Premises for the purposes permitted by Section 10.1 but subject to Tenant’s compliance in respect thereof with the provisions of Section 9.2, also use portions of the Premises for the installation, maintenance and operation in the Premises of (i) electronic data processing equipment, word processing equipment and business machines, (ii) duplicating equipment, (iii) a trading floor and (iv) other reasonable ancillary uses customary for securities traders and financial investment firms consistent with a first-class office building in Manhattan, in each case used for purposes incidental to the business of Tenant with electrical loads and floor loads not to exceed the respective load capacities set forth in Exhibit D.

10.3RESTRICTIONS.  Tenant shall not suffer or permit the Premises or any part thereof to be used in any manner, or anything to be done therein, or suffer or permit anything to be brought into or kept in the Premises, which would in any way (i) violate any law or requirement of public authorities or requirement of insurance bodies, (ii) cause structural injury to the Building or any part thereof, (iii) interfere with the normal operation of the HVAC, plumbing, electrical or other mechanical or electrical systems of the Building or the elevators installed therein, (iv) constitute a public or private nuisance, (v) alter the appearance of the exterior of the Building, (vi) affect in any adverse way any portion of the interior of the Building other than the Premises (other than to a de minimis extent), (vii) interfere with the use or occupancy of any other tenant or occupant of the Building (other than to a de minimis extent), (viii) create any offensive odors or noise or (ix) result in the leakage of fluid or the growth of

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mold.  Tenant shall not solicit other occupants of the Building to use wireless internet service that emanates from the Premises.  Tenant shall reasonably cooperate with Landlord and other tenants and occupants to resolve any interference issues relating to Tenant’s wireless internet service (if any) emanating beyond the Premises or otherwise interfering in any material respect with any Building systems.

10.4PROHIBITED USES.  Without limiting the restriction on use set forth in Section 10.1, Tenant shall not under any circumstance use or permit the use of the Premises or any part thereof for any of the following which are expressly prohibited:

(a)sale at retail of any products or materials whatsoever (with the exception of vending machines for use by Tenant’s employees);

(b)the conduct of a public auction of any kind;

(c)the conduct of a commercial bank, trust company, savings bank, safe deposit or savings and loan association or any branches of any of the foregoing or a loan company business (except for the conduct of a credit union or benefit plan for Tenant’s employees) in each case on a walk-in basis open to the public;

(d)the issuance and sale of traveller’s checks, foreign drafts, letters of credit, foreign exchange or domestic money orders or the receipt of money for transmission in each case on a walk-in basis open to the public;

(e)an employment agency, other than an executive search firm or other similar staffing agency provided that the invitees of same are limited to appointments and the Premises are not open to the public on a walk-in basis);

(f)offices or agencies of a foreign government or political subdivisions thereof;

(g)offices of any governmental bureau or agency of the United States or any state or political subdivision thereof;

(h)offices of any charitable, religious, union or other not-for-profit or any tax exempt entity within the meaning of Section 168(j)(4)(A) of the Internal Revenue Code of 1986, as amended, or any successor statute, or rule or regulation applicable thereto;

(i)offices of any public utility company, other than corporate, executive or legal staff offices;

(j)data processing services rendered primarily to others than Tenant and which are not strictly ancillary to Tenant’s business;

(k)health care professionals other than for the purpose of providing health care services for Tenant’s employees;

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(l)schools or other training or educational uses (other than those which are strictly ancillary to the Tenant’s business, such as periodic training of Tenant’s personnel and Space Occupants);

(m)a clerical support business rendering clerical support services primarily to others than Tenant or performing functions other than those which are strictly ancillary to Tenant’s business;

(n)reservation centers for airlines or for travel agencies;

(o)broadcasting centers for communications firms, such as radio and television stations;

(p)any pornographic or obscene purposes, any commercial sex establishment, any pornographic, obscene, nude or semi-nude performances, modeling, materials, activities or sexual conduct or any other use that has or could reasonably be expected to have a material adverse effect on Landlord’s financial condition, the value of the Building or the income therefrom;

(q)a showroom; and

(r)any other use or purpose which, in the reasonable judgment of Landlord, is not in keeping with the character and dignity of the Building or which is prohibited under the Rules and Regulations.

10.5LICENSES AND PERMITS.  If any governmental license or permit, other than a certificate of occupancy shall be required for the proper and lawful conduct of Tenant’s business in the Premises, or any part thereof, including, specifically, but without limitation, any place of assembly permit, Tenant, at its expense, shall duly procure and thereafter maintain such license or permit and submit the same to Landlord for inspection.  Tenant shall at all times comply with each such license and permit and shall not at any time use or occupy, or suffer or permit anyone to use or occupy, the Premises, or do or permit anything to be done in the Premises, in violation of the certificate of occupancy for the Building.

ARTICLE 11

INDEMNITY AND INSURANCE

11.1TENANT’S INDEMNITY.  Subject to Section 11.7 hereof, to the maximum extent permissible by law, Tenant agrees to indemnify and save harmless the Landlord Parties (as hereinafter defined) from and against all claims of whatever nature to the extent arising from (a) the use, occupancy, conduct or management of the Premises or any business thereon, (b) any work or thing whatsoever done, or any condition created (other than by any of the Landlord Parties) in or about the Premises or (c) any negligent or otherwise wrongful act or omission (where there is a duty to act) of Tenant or any of its subtenants, licensees or (while on the Property) invitees or its or their employees, agents or contractors, whether resulting in injury or death to persons or damage to property or otherwise to the extent same occurs on the Property.

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The foregoing indemnity and hold harmless agreement shall include all reasonable out-of-pocket costs, expenses and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements) actually incurred by the Landlord Parties or any them in or in connection with any such claim or any action or proceeding brought thereon, and the defense thereof.  In case any action or proceeding shall be brought against the Landlord Parties or any of them by reason of any such claim, Tenant, upon notice from Landlord, shall resist and defend such action or proceeding on behalf of the applicable Landlord Parties by counsel for the insurer (if such claim is covered by insurance) or otherwise by counsel reasonably satisfactory to Landlord.  In no event shall Tenant be obligated to indemnify or save harmless the Landlord Parties or any of them from or in respect of any claim or matter which results from the negligence or wrongful conduct of any such party or parties.

11.2COMMERCIAL GENERAL LIABILITY INSURANCE.  Tenant agrees to maintain in full force and effect from the first Commencement Date or such earlier date upon which Tenant first enters the Premises or any portion thereof for any reason, throughout the Lease Term and thereafter, so long as Tenant is in occupancy of any part of the Premises, a policy of commercial general liability and property damage insurance, with deductibles, exclusions and exceptions which are commercially reasonable, under which Landlord and Landlord’s managing agent (and such other persons as Landlord may reasonably request by notice to Tenant from time to time as additional insureds) and Tenant are named as insureds, in the broadest form of such coverage from time to time generally available in New York City, and under which policy the insurer agrees to indemnify and hold Landlord, and those designated by Landlord as additional insureds, harmless from and against all cost, expense and/or liability arising out of or based upon any and all claims for which provision is made in Section 11.1 hereof.  Each such policy shall be issued by one or more insurers in a financial size category of not less than VIII and with general policy holders ratings of not less than A-, as rated in the most current available A.M. Best insurance reports, or the then equivalent thereof, and licensed to do business in the State of New York and authorized to issue such policies.  Each policy of insurance procured by Tenant shall contain endorsements providing that (i) such policy shall be noncancellable and non-amendable with respect to Landlord and Landlord’s said designees without thirty (30) days’ prior notice to Landlord and such designees, and (ii) Tenant shall be solely responsible for the payment of premiums therefor notwithstanding that Landlord or any such designee is or may be named as an additional insured.  As of the Commencement Date hereof, the minimum limits of liability of such insurance shall be Five Million Dollars ($5,000,000) combined single limit, and from time to time during the Lease Term such limits shall be increased to the prevailing level customarily carried with respect to similarly sized premises in similar properties in New York City.

11.3OTHER INSURANCE.  Tenant agrees to maintain in full force and effect from the first Commencement Date or such earlier date upon which Tenant first enters the Premises or any portion thereof for any reason, throughout the Lease Term and thereafter, so long as Tenant is in occupancy of any part of the Premises (a) “all risk” insurance in an amount sufficient to cover the cost of personal property, trade fixtures, furniture, furnishings, equipment and other Tenant’s Property, Alterations and any paneling or other wall finishes or coverings other than normal painting, (b) workers’ compensation insurance, as required by law, (c) a New York Disability Benefits Law Policy and (d) such other insurance in such amounts as Landlord or any Mortgagee or Overlandlord reasonably requests from time to time provided that such insurance

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is then typically required of tenants in comparable first-class office buildings in Manhattan.  Such policies shall be written by an insurer of the Best financial size category and general policy holders rating specified in Section 11.2, licensed to do business in the State of New York and authorized to issue such policies.

11.4CERTIFICATES OF INSURANCE.  On or before the first Commencement Date or such earlier date upon which Tenant first enters the Premises or any portion thereof for any reason, Tenant shall furnish Landlord with certificates evidencing the aforesaid insurance coverage, and renewal certificates shall be furnished to Landlord at least ten (10) days prior to the expiration date of each policy for which a certificate was theretofore furnished.

11.5NO VIOLATION OF BUILDING POLICIES.  Tenant shall not knowingly commit or permit any violation of the policies of fire, boiler, sprinkler, water damage or other insurance covering the Building and/or the fixtures, equipment and property therein carried by Landlord, or do or permit anything to be done, or keep or permit anything to be kept, in the Premises, which in case of any of the foregoing, (i) would result in termination of any such policies, (ii) would adversely affect Landlord’s right of recovery under any of such policies or (iii) would result in reputable and independent insurance companies refusing to insure the Building or the property of Landlord in amounts reasonably satisfactory to Landlord.  The use of the Premises for the purposes approved herein shall not breach the provisions of this Section 11.5.

11.6TENANT TO PAY PREMIUM INCREASES.  If, because of anything done, caused or permitted to be done, or omitted by Tenant, the rates for liability, fire, boiler, sprinkler, water damage or other insurance (with all extended coverage) on the Building or on the property and equipment of Landlord shall be higher than they otherwise would be, Tenant shall reimburse Landlord for the additional insurance premiums thereafter paid by Landlord which shall have been charged because of the aforesaid reasons, such reimbursement to be made from time to time within thirty (30) days after Landlord’s demand therefor.  In any action or proceeding wherein Landlord and Tenant are parties, a schedule or “make up” of insurance rates for the Building or Premises issued by the New York Fire Insurance Exchange, or other body establishing fire insurance rates for said Building shall be conclusive evidence of the facts therein stated and of the several items and charges in the insurance rates then applicable to the Building or Premises.

11.7WAIVER OF SUBROGATION.  The parties hereto (and in the case of Tenant, its subtenants and other occupants of the Premises) waive and release any and all rights of recovery against the other, and in the case of Landlord, against all “Tenant Parties” (hereinafter defined), and in the case of Tenant, against all “Landlord Parties” (hereinafter defined), for loss of or damage to the property of the waiving/releasing party to the extent such loss or damage is insured against under any insurance policy carried by Landlord or Tenant (or subtenant or occupant), or which would have been so insured had the other party carried the insurance it was required to hereunder.  In addition, the parties hereto (and in the case of Tenant, its subtenants and other occupants of the Premises) (i) shall procure an appropriate clause in, or endorsement on, any fire or extended coverage insurance policy covering the Premises, the Building and personal property, fixtures and equipment located thereon or therein, pursuant to which the insurance companies waive subrogation or consent to a waiver of right of recovery and (ii) subject to obtaining such clauses or endorsements of waiver of subrogation or consent to a

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waiver of right of recovery, hereby agree not to make any claim against or seek to recover from the other for any loss or damage to its property or the property of others resulting from fire or other hazards covered by such fire and extended coverage insurance; provided, however, that the release and covenant not to sue herein contained shall be limited by and coextensive with the terms and provisions of the waiver of subrogation clause or endorsements or clauses or endorsements consenting to a waiver of right of recovery.  In the event that Landlord or Tenant (and in the case of Tenant, its subtenants and other occupants of the Premises) shall be unable at any time to obtain one of the provisions referred to above in any of its insurance policies, Landlord and/or Tenant (and in the case of Tenant, its permitted subtenants and other permitted occupants of the Premises), as the case may be, shall be named as an additional insured.  Tenant, and its subtenants and other occupants, acknowledge that Landlord will have no obligation to carry insurance on nor be responsible for damage to, Alterations (if any), Tenant’s Property or other personal property, and that Landlord will have no obligation to carry insurance against, nor be responsible for, any loss suffered by Tenant, subtenants or other occupants due to interruption of Tenant’s, or any subtenant’s or occupant’s business.  For the purposes of this Lease, the term “Landlord Parties” shall mean Landlord, any affiliate of Landlord, Landlord’s managing and leasing agents for the Building, Landlord’s asset manager for the Building, the New York City Transit Authority, each Overlandlord, each Mortgagee, and each of their respective direct and indirect partners, officers, shareholders, directors, members, trustees, beneficiaries, employees, principals, contractors, licensees, agents and representatives.  For the purposes of this Lease, the term “Tenant Parties” shall mean Tenant, any affiliate of Tenant, any permitted subtenant, any permitted assignee, or any other permitted occupant of the Premises, and each of their respective direct or indirect partners, officers, shareholders, directors, members, trustees, beneficiaries, employees, principals, contractors, licensees, agents and representatives.

11.8LANDLORD’S INDEMNITY.  Subject to Section 11.7 hereof, to the maximum extent permitted by law, Landlord shall indemnify, defend and hold harmless the Tenant Parties from and against any and all claims against any of such parties to the extent arising from (i) the performance by Landlord or any of its employees, agents or contractors of any alterations, improvements, repairs or other work in the Building or the Premises and (ii) any negligent or otherwise wrongful act or omission (where there is a duty to act) of Landlord or any of its employees, agents or contractors whether resulting in injury or death to persons or damage to property or otherwise to the extent same occurs on the Property, except, in each case, to the extent that any such claim results from the negligence or willful misconduct of any Tenant Party; provided, however, that in no event shall Landlord be liable for any loss of business or other consequential damages.

The foregoing indemnity and hold harmless agreement shall include all reasonable out-of-pocket costs, expenses and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements) actually incurred by the Tenant Parties or any of them in or in connection with any such claim or any action or proceeding brought thereon, and the defense thereof.  In no event shall Landlord be obligated to indemnify or save harmless the Tenant Parties or any of them from or in respect of any claim to the extent the same results from the negligence or wrongful conduct of the Tenant Parties or any of them.  In case any action or proceeding shall be brought against the Tenant Parties or any of them by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding on behalf of the applicable

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Tenant Parties by counsel for the insurer (if such claim is covered by insurance) or otherwise by counsel reasonably satisfactory to Tenant.

ARTICLE 12

FIRE, CASUALTY OR TAKING

12.1RIGHT TO TERMINATE LEASE.  Tenant shall give prompt notice to Landlord in case of fire or other casualty in the Premises.  If (a) so much of the Building is damaged or rendered untenantable (whether or not the Premises or a portion thereof shall be damaged) by fire or other cause that Landlord shall determine not to restore the same or to demolish the remainder thereof; or (b) if the Premises shall suffer damage or be rendered untenantable by fire or other casualty and Landlord shall reasonably determine (i) that such portion of the Premises cannot be reasonably expected to be restored or rendered tenantable under a normal working schedule within a period of twelve (12) months after the occurrence of such damage or destruction or (ii) that each Overlandlord and Mortgagee will not permit Landlord to apply the net proceeds of Landlord’s insurance to the restoration of the Building or the Premises and any such refusal to grant permission shall not have been occasioned or permitted by reason of a default by Landlord under any Mortgage or Underlying Lease unrelated to a default by Tenant under this Lease, then and in any such event Landlord shall have the right to terminate this Lease by notice to Tenant given within ninety (90) days of the occurrence of such fire or other casualty, provided that Landlord shall not terminate this Lease pursuant to the foregoing clause (ii) if Landlord in fact restores the Building.  If either (y) the Premises shall be totally or substantially damaged or rendered wholly or substantially untenantable (whether or not any other portions of the Building shall be damaged) or (z) the Building shall be substantially damaged, so that Tenant’s access to and use and enjoyment of the Premises shall be rendered substantially impossible, whether or not the Premises shall be damaged, and in case of either (y) or (z) Landlord determines that the same cannot reasonably be expected to be restored or rendered tenantable under a normal working schedule within a period of twelve (12) months after the occurrence of such damage or destruction, then Landlord shall promptly notify Tenant of such fact, and within thirty (30) days thereafter either Landlord or Tenant may terminate this Lease by notice to the other party.  If during the last year of the Lease Term the Building or the Premises shall be damaged by fire or casualty, and if such fire or casualty damage, whether to the Premises or the Building, cannot reasonably be expected to be repaired or restored within ninety (90) days from the time that repair or restoration work would commence or prior to the Expiration Date, whichever first occurs, then Landlord or Tenant shall have the right, by giving notice to the other not later than thirty (30) days after the occurrence of such damage, to terminate this Lease.  If either Landlord or Tenant shall give notice of termination pursuant to this Section, the Lease Term shall expire by lapse of time upon the date which is thirty (30) days after such notice is given and Tenant shall vacate the Premises and surrender the same to Landlord.  Upon the termination of this Lease under the conditions provided for in this Section, Tenant’s liability for rent shall cease as of the date of such termination, subject, however, to abatement thereof between the date of such casualty and the date of such termination pursuant to Section 12.3 below.  Tenant hereby expressly waives the provisions of Section 227 of the Real Property Law or any like law which may hereafter be enacted and agrees that the foregoing provisions of this Article shall govern and control in lieu thereof, this Article being an express agreement governing any case of damage or destruction of the Premises by fire or other casualty.

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12.2RESTORATION OF THE PREMISES.  If the Building or any portion thereof is damaged by fire or other casualty and this Lease is not terminated pursuant to Section 12.1, Landlord, promptly after such damage and the determination of the net amount of insurance proceeds available, shall use due diligence to restore the Premises and the Building as nearly as possible to their condition prior to such fire or other casualty.  Notwithstanding the foregoing, Landlord shall not be obligated to expend for such repairs and restoration any amount in excess of the net insurance proceeds made available to Landlord after deduction therefrom of Landlord’s expenses in obtaining such proceeds and any amounts applied by any Overlandlord or Mortgagee to obligations other than restoration of the Building, provided that any such shortfall shall not have been occasioned by reason of a default by Landlord under any Mortgage or Underlying Lease unrelated to a default by Tenant under this Lease.  If such proceeds shall be insufficient to effect such restoration and Landlord elects not to effect such restoration, Landlord shall promptly notify Tenant of such fact, and within thirty (30) days thereafter, Tenant may terminate this Lease by notice to Landlord and the Lease shall terminate as of the date of such notice with the same force and effect as if such date were the date originally established as the Expiration Date hereof.  In no event shall Landlord be obligated to repair or restore Tenant’s Work, Alterations, Tenant’s Property or paneling or other finishes, carpeting or wall coverings.

Where Landlord is obligated or otherwise elects to effect restoration of the Premises, unless such restoration is completed within twelve (12) months from the date of the casualty (such period to be subject, however, to extension where the delay in completion of such work is due to causes beyond Landlord’s reasonable control (but in no event beyond eighteen (18) months from the date of the casualty)), Tenant shall have the right to deliver to Landlord a written non-binding notice of Tenant’s intent to terminate this Lease (a “Notice of Intent to Terminate”).  Following Tenant’s delivery of any such Notice of Intent to Terminate, Landlord shall have thirty (30) days (“Landlord’s 30-Day Completion Period”) to substantially complete such restoration.  If Landlord shall have failed to substantially complete such restoration within Landlord’s 30-Day Completion Period, Tenant shall then have the right to deliver to Landlord, not later than thirty (30) days after the expiration of Landlord’s 30-Day Completion Period, a written notice of termination, and such termination to take effect as of the date of delivery with the same force and effect as if such date were the date originally established as the Expiration Date hereof.  If at any time during such 12 month period (as extended) Landlord reasonably believes that such restoration shall not be completed within such period, Landlord shall give notice to Tenant of such reason, and Tenant shall have the right to terminate this Lease within thirty (30) days after such notice is given, such termination to take effect as of the thirtieth (30th) day after such notice is given, with the same force and effect as if such date were the date originally established as the Expiration Date hereof.

12.3PAYMENT OF RENT FOLLOWING CASUALTY.  Until this Lease is terminated pursuant to Section 12.1 or, if this Lease is not so terminated, until (a) the expiration of such time as is reasonably required for Tenant to restore Tenant’s Alterations (but in no event more than one-hundred eighty (180) days after Landlord’s restoration work has been completed pursuant to Section 12.2) or (b) the date Tenant completes restoration of Tenant’s Alterations, whichever of (a) or (b) is earlier, the Annual Fixed Rent and Tenant’s Share of Taxes and Operating Expenses shall be apportioned or adjusted according to the part of the Premises which is usable by Tenant.  Notwithstanding the foregoing, if a Critical Area shall be subject to a casualty, the rent for the whole of the Premises shall be abated as of the date of such casualty so

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that a casualty affecting a Critical Area is deemed a casualty affecting the whole of the Premises provided that Tenant cannot and does not use the whole of the Premises for the normal conduct of Tenant’s business.  No damages, compensation or claims shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Premises or of the Building.  If rent abates in respect of all or any portion of the Premises and Tenant reoccupies the Premises or such portion, thereof, or any part thereof, for the conduct of Tenant’s business operations during the period in which restoration work is taking place and prior to the date that the same is made completely tenantable, the Annual Fixed Rent allocated to the space so reoccupied shall be payable, and Tenant’s Share shall increase by the portion thereof allocable to such space, from the date which is five (5) Operating Days after notice from Landlord that such space is ready for reoccupancy.  Notwithstanding anything in this Section to the contrary, if Landlord shall be unable to collect all of the insurance proceeds (including rent insurance proceeds) payable by reason of any damage to the Building or the Premises under Landlord’s insurance policies by reason of any action or inaction by Tenant or failure by Tenant to comply with any of the provisions of this Lease (including without limitation Sections 9.3 and 11.5 hereof), then without prejudice to any other remedy which may be available against Tenant, the abatement of rent provided for in this Section 12.3 shall not be effective to the extent of the uncollected insurance proceeds, and the amount of any abatement theretofore taken by Tenant shall be immediately payable to Landlord within thirty (30) days after demand therefor.

12.4UNINSURED CASUALTY.  Notwithstanding anything to the contrary contained in this Lease, if the Building or the Premises shall be substantially damaged by fire or casualty as the result of a risk not covered by the forms of casualty insurance at the time maintained by Landlord and such fire or casualty damage cannot, in the ordinary course, reasonably be expected to be repaired within thirty (30) days from the time that repair work would commence, Landlord may, at its election, terminate the Lease Term by notice to Tenant given within thirty (30) days after such loss.  If Landlord shall give such notice, then this Lease shall terminate as of the date of such notice with the same force and effect as if such date were the date originally established as the Expiration Date hereof.

12.5LANDLORD NOT TO INSURE ALTERATIONS OR TENANT’S PROPERTY.  Landlord is not required to carry insurance of any kind on Tenant’s Work, Alterations, Tenant’s Property or Tenant’s paneling or other finishes, carpeting or wall coverings or any telephone, computer or communications systems, cabinet work or special decorative effects and shall not be obligated to repair any damage thereto or to replace the same.

12.6EMINENT DOMAIN — COMPLETE OR SUBSTANTIAL TAKING.  If all or substantially all of the Building or of the Premises shall be taken by condemnation or in any other manner for any public or quasi-public use or purpose (other than for temporary use or occupancy), the Lease Term shall forthwith cease and terminate as of the date of vesting of title by reason of such taking (which date is hereinafter referred to as the “date of the taking”), and the rent shall be apportioned as of such date.  If such portion of the Building shall be so taken so that substantial structural alterations or reconstruction of the Building shall be necessary as a result of such taking (whether or not the Premises be affected), which alterations or reconstruction Landlord determines will take at least 180 days to complete, Landlord may, at its option, terminate this Lease and the Lease Term and estate hereby granted as of the date of such

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vesting of title by notifying Tenant in writing of such termination within sixty (60) days following the date of the taking.

12.7EMINENT DOMAIN — PARTIAL TAKING.  If any part, but less than all or substantially all, of the Premises shall be so taken and this Lease shall not be terminated pursuant to Section 12.6, then the part so taken shall no longer constitute part of the Premises but this Lease shall otherwise remain unaffected by such taking; provided, however, that Tenant may elect to terminate the Lease Term in the event of:

(i)a taking of more than twenty-five percent (25%) of the total rentable area of the Premises, or

(ii)a taking that has a material adverse effect on Tenant’s access to the Building or the Premises, if Landlord determines that it will be unable to provide or in fact fails to provide adequate alternative access to the Premises within one hundred eighty (180) days thereafter, or

(iii)a taking that results in the practical taking of the whole of the Premises with respect to Tenant’s use for the operation of Tenant’s business,

by giving notice of such election to Landlord not later than sixty (60) days after Tenant’s receipt from Landlord of notice of such taking or the date of such taking, whichever first occurs, or not later than thirty (30) days after such one hundred eightieth day, as the case may be.  If notice of termination of this Lease shall be given pursuant to this Section, then upon such date as may be specified by Tenant by notice to Landlord, which date shall be not earlier than thirty (30) and not later than sixty (60) days after the date of Tenant’s notice, the Lease Term shall terminate as of the date specified in such notice and the rent shall be apportioned as of such date of termination.  Upon a partial taking and this Lease continuing in force as to any part of the Premises,

(a)the Annual Fixed Rent and Tenant’s Share of Taxes and Operating Expenses shall be equitably reduced for the remainder of the Lease Term, according to the nature and extent of the loss of use of the Premises suffered by Tenant; and

(b)Landlord shall, at its expense, restore with reasonable diligence the remaining portions of the Premises as nearly as practicable to the same condition as it was in prior to such condemnation or taking; provided, however, that Landlord shall not be obligated to expend for such restoration and for restoration of the remainder of the Building any amount in excess of the net condemnation proceeds actually received by Landlord.  If such proceeds shall be insufficient to effect such restoration and Landlord elects not to effect such restoration, Landlord shall promptly notify Tenant of such fact, and within thirty (30) days thereafter, Tenant may terminate this Lease by notice to Landlord and the Lease shall terminate as of the date of such notice with the same force and effect as if such date were the date originally established as the Expiration Date hereof.  Proceeds of any award applied by the holder of any mortgage to reduction of the indebtedness secured thereby shall be deemed to have been received by Landlord.

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(c)If a Critical Area shall be so taken and on account thereof Tenant cannot and does not use the entire Premises for the normal conduct of Tenant’s business, the rent shall be abated as of such date of the taking, and such abatement shall continue until (i) Tenant shall be able to relocate all components of Tenant’s business that occupy the Critical Areas affected by the taking to another portion the Premises not subject to the taking, or (ii) Tenant reasonably determines that the components of the Critical Area cannot reasonably be relocated to the remaining portions of the Premises, and in such event Tenant may, at its option, terminate this Lease and the Lease Term by notifying Landlord in writing of such termination within sixty (60) days following the date of the taking.

12.8LANDLORD TO RECEIVE ENTIRE AWARD.  In the event of any condemnation or taking hereinabove mentioned of all or a part of the Building (whether or not the Premises be affected) Landlord shall be entitled to receive the entire award in the condemnation proceeding, including any award made for the value of the estate vested by this Lease in Tenant, and Tenant hereby expressly assigns to Landlord any and all right, title and interest of Tenant now or hereafter arising in or to any such award or any part thereof, and Tenant shall be entitled to receive no part of such award.  The foregoing, however, shall not be deemed to preclude Tenant from recovering a separate award for Tenant’s moving expenses and Tenant’s Property, but only provided that such award does not reduce and is not payable out of the amount for the Land and the Building.

ARTICLE 13

ASSIGNMENT, SUBLETTING, MORTGAGING

13.1LANDLORD’S CONSENT REQUIRED.

(a)Except as specifically permitted by this Article, Tenant shall not, by operation of law or otherwise, assign, mortgage or encumber this Lease, or sublet or permit the Premises or any part thereof to be used by others.  If and so long as Tenant is a corporation with fewer than five hundred (500) shareholders or a limited liability company or a partnership, an assignment, within the meaning of this Article 13, shall be deemed to include one or more sales or transfers of stock or membership or partnership interests, by operation of law or otherwise, or the issuance of new stock or membership or partnership interests, by which an aggregate of more than fifty percent (50%) of Tenant’s stock or membership or partnership interests shall be vested in a party or parties who are not stockholders or members or partners as of the date hereof.  For the purpose of this Section 13.1, ownership of stock or membership or partnership interests shall be determined in accordance with the principles set forth in Section 544 of the Internal Revenue Code of 1986, as amended from time to time, or the corresponding provisions of any subsequent law.  In addition, the merger or consolidation of Tenant into or with any other entity, or the sale of all or substantially all of its assets, shall be deemed to be an assignment within the meaning of this Article 13.  The limitations set forth in this Section 13.1(a) shall be deemed to apply to subtenant(s), assignee(s) and guarantor(s) of this Lease.

(b)Anything in the foregoing Section 13.1(a) to the contrary notwithstanding, (i) transactions with an entity into or with which Tenant is merged or consolidated, (ii) transactions with an entity to which all or substantially all of Tenant’s assets (including this

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Lease) or stock are transferred as a going concern, or (iii) an assignment of this Lease or a subletting of the Premises to an entity which controls or is controlled by Tenant or is under common control with Tenant (an “Affiliate”) which does not result in a physical demise of separate space, shall not require Landlord’s consent under this Article 13; provided that, with respect to transactions described in clause (i) or clause (ii) above: (A) the successor to Tenant has a tangible net worth computed in accordance with GAAP at least equal to the tangible net worth of Tenant immediately prior to such merger, consolidation or transfer, (B) the creditworthiness, earnings and earnings forecast of the successor to Tenant shall be comparable to that of Tenant immediately prior to the date of such merger, consolidation or sale of Tenant’s stock or assets, as the case may be and (C) proof reasonably satisfactory to Landlord (which may reasonably estimated) of such tangible net worth, creditworthiness and earnings shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction; and provided that, with respect to transactions described in clause (i), (ii) or (iii) above: (1) a copy of any applicable instrument of assignment or sublease shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction (unless such transaction is a sublease, license or space sharing arrangement with an Affiliate which does not result in a physical demise of separate space), (2) any successor to Tenant agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder, (3) in no event shall Tenant be released from its obligations under this Lease, (4) any such transfer or transaction is for a legitimate business or tax purpose of Tenant other than a transfer of Tenant’s interest in this Lease, (5) the successor or Affiliate of Tenant shall be of good reputation and engaged in a business or activity which is in keeping with the standards of the Building and (6) the provisions of Section 13.5(b), (e), (f), (g), (h), (j) and (k) and Section 13.7 hereof shall be satisfied.  If any Affiliate to whom Tenant shall have assigned this Lease or sublet all or any portion of the Premises shall thereafter cease to be an Affiliate of Tenant, then the continuation of such entity’s tenancy or occupancy for a period in excess of six (6) months after the date such entity ceased to be an Affiliate of Tenant shall be subject to Landlord’s consent pursuant to this Article 13.  The Tenant originally named in this Lease together with any permitted successors and assigns under this Section 13.1(b) is sometimes referred to herein as “Original Tenant”.

(c)Anything in the foregoing Section 13.1(a) to the contrary notwithstanding, Landlord shall not unreasonably withhold or delay its consent to the occupancy of offices within the Premises by any individual or business entity who or which is a client, service provider or otherwise has a bona fide material business relationship with Tenant (a “Space Occupant”), provided that (i) each Space Occupant shall be of good reputation, and engaged in a business or activity which is in keeping with the standards of the Building and which is a permitted use in accordance with the provisions of Article 10 hereof, (ii) the Space Occupants shall not occupy, in the aggregate, more than ten percent (10%) of the rentable area of the Premises actually occupied by Tenant, (iii) the portions of the Premises occupied by the Space Occupants shall be physically part of, and not separately demised from, the remainder of the Premises occupied by Tenant, (iv) no Space Occupant shall have a separate entrance, (v) no Space Occupant shall have any signage outside of the Premises, nor any listing on the Building’s lobby directory, and (vi) Tenant shall give Landlord a Space Occupant Notice (as hereinafter defined) with respect to each such Space Occupant at least thirty (30) days prior to the commencement of such Space Occupant’s occupancy in the Premises.  Each such occupancy shall be subject and subordinate to this Lease

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and to the matters to which this Lease is or shall be subordinate, shall be terminable on not more than thirty (30) days notice, and in the event of the termination of this Lease, such occupancy shall immediately terminate.  Occupancy by a Space Occupant shall not be deemed to vest in such Space Occupant any right or interest in this Lease nor shall it relieve, release, impair or discharge any of Tenant’s obligations hereunder.  Any occupancy agreement which provides for the subtenant an entrance and reception area separate from those used by Tenant, shall be deemed to be “ordinary subletting” which ordinary subletting shall be governed by the remaining provisions of Article 13 hereof.  Each “Space Occupant Notice” given by Tenant to Landlord pursuant to this Section 13.1 shall include (A) the name and the nature of the business or occupation of such Space Occupant and (B) the material terms of such Space Occupant’s occupancy.  The rights granted by this Section 13.1(c) are personal to Original Tenant and shall not be transferred, assigned or exercised by any other party.

(d)Anything in the foregoing Section 13.1(a) to the contrary notwithstanding, occupancy of a portion of the Premises by an Affiliate that does not result in a physical demise of separate space shall not require Landlord’s consent or notice to Landlord.  For the avoidance of doubt, occupancy by such an Affiliate of an entire floor of the Premises, or so much of a floor that then constitutes the entire portion of the Premises located on such floor, shall not constitute a physical demise of separate space.  Upon Landlord’s request from time to time, Tenant shall provide Landlord with a list of Affiliates in the Premises.

(e)Anything in the foregoing Section 13.1(b) to the contrary notwithstanding, JT Partners LLC shall be deemed to be an Affiliate of Tenant so long as Tenant owns at least twenty percent (20%) of the voting securities thereof.

13.2OFFER NOTICE.

(a)If Tenant shall have received and negotiated a bona fide written offer from an independent third party which it desires to accept to sublet all or any part of the Premises or to assign this Lease, Tenant shall submit to Landlord a notice (any such notice being hereinafter called an “Offer Notice”) containing the following:

(i)the name and address of the proposed subtenant or assignee and a brief description of such person’s or entity’s business, current financial information in respect of such person or entity (including, without limitation, its most recent balance sheet and income statements certified by its chief financial officer or a certified public accountant), the identity of any broker entitled to a commission in respect of such subletting or assignment and the commission, if any, payable to such broker, and any other information reasonably requested by Landlord; and

(ii)a duplicate original of the offer, together with an executed copy of the proposed instrument of assignment or sublease (both containing, in the case of an assignment, a provision for assumption by the assignee of all of the terms, covenants, conditions and agreements herein contained on the Tenant’s part to be performed for the Lease Term), the effective date of which shall be at least thirty (30) Operating Days but not more than ninety (90) Operating Days after the date of the giving of such notice, which shall be conditioned on Landlord’s consent thereto and which shall comply with the provisions of Section 13.5; and

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(iii)executed copies of all other agreements, if any, relating to the proposed assignment or sublease and, if not fully disclosed by such agreements, a statement of all consideration to be received by Tenant for or in connection with such assignment or sublease (including, without limitation, any payment to be made for Tenant’s Property or leasehold improvements) and the terms of payment therefor.

(b)Notwithstanding anything to the contrary contained in this Section 13.2, if Tenant shall at any time or times during the term of this Lease desire to assign this Lease or sublet all or any portion of the Premises to an independent third party, but shall not have entered into an instrument of assignment or sublease with such party, Tenant shall have the right to preempt the provisions of the foregoing Section 13.2(a) by submitting a notice to Landlord indicating Tenant’s intent to enter into a sublease and/or an assignment and a description of all of the material economic terms and conditions of the proposed subletting or assignment (including, without limitation, with respect to a subletting, a description of the portion of the Premises proposed to be sublet, the proposed fixed rent, additional rent, base amounts or years, if any, free rent and other concessions, if any, the term, the party responsible for the cost of physical separation, and other similar, material proposed terms and conditions) (any such notice being hereinafter called a “Marketing Notice”).  Said Marketing Notice to Landlord shall be in lieu of any Offer Notice.

13.3LANDLORD’S RIGHT TO UNDERLET.  Upon receipt of any Offer Notice or Marketing Notice (each a “Transfer Notice”) pursuant to which Tenant proposes to sublet all or any part of the Premises for the entire or substantially the entire remaining Lease Term (for the purposes of this Article 13, “substantially the entire remaining Lease Term” shall mean a term expiring during the last twelve (12) months of the Lease Term, and “substantially all of the Premises” shall mean at least ninety percent (90%) of the Premises), Landlord shall have the option with respect to each such Offer Notice, exercisable by Landlord in writing within thirty (30) days after receipt of such Offer Notice, or within sixty (60) days after receipt of such Marketing Notice, to underlet from Tenant the space which Tenant so desires to sublet, for the term for which Tenant desires to sublet it and for a rent and other economic terms equal to (i) the rent and other economic terms upon which Tenant proposes to sublet such space, as set forth in the Transfer Notice, minus (ii) any profit to which Landlord would have been entitled under Section 13.10 hereof had Landlord consented to the transaction upon the terms set forth in the Transfer Notice.  Such underlease shall in all other respects be upon the covenants, agreements, terms, provisions and conditions contained in this Lease except as hereinafter provided and except for such thereof which are irrelevant or inapplicable.  Without limiting the foregoing, it is hereby expressly agreed that:

(a)such underlease to Landlord shall give the undertenant the unqualified and unrestricted right, without Tenant’s permission, (x) to assign such underlease or any interest therein and/or to underlet from time to time the space covered by such underlease or any parts of such space for any purpose, or purposes that the undertenant, in the undertenant’s uncontrolled discretion, shall deem suitable or appropriate, except that Landlord agrees that any such underlease will not be assigned except simultaneously with an assignment of Landlord’s interest under this Lease

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so that at all times the Landlord under this Lease and the undertenant under said underlease shall be the same person, corporation or other entity, and each assignor of such underlease shall thereafter be released of all obligations under such underlease, and (y) to make any and all changes, alterations and improvements in the space covered by such underlease deemed desirable by the undertenant that do not have a material adverse impact on any portion of the Premises retained by Tenant;

(b)such underlease shall provide that (x) any assignee or subtenant of the undertenant may, at the election of the undertenant, be permitted to make alterations, decorations and installations in such space or any part thereof provided that the same do not have a material adverse impact on any portion of the Premises retained by Tenant, (y) any such alterations, decorations and installations therein made by any assignee or subtenant of the undertenant may be removed, or left, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination provided that if the Offer Notice specifies that the subtenant must remove such alterations, decorations and installations and restore such space to its condition immediately prior to such sublease, then Landlord shall, or shall cause such assignee or subtenant, at its expense, to repair the damage and injury to such space so underlet caused by such removal and restore such space to its condition immediately prior to such assignment or sublet, and (z) in no event shall Tenant have any end of term restoration obligations with respect to any such alterations, decorations and installations;

(c)such underlease shall also provide that the parties to such underlease expressly negate any intention that any estate created under such underlease be merged with any other estate held by either of said parties;

(d)Tenant shall and will at all times at its expense provide and permit an appropriate and lawful means of ingress and egress from such space so underlet by Tenant to Landlord, such means of ingress or egress to be specified by Tenant in the Transfer Notice with respect to such space (to the extent that such means of ingress and egress are not controlled by or the responsibility of Landlord hereunder);

(e)Landlord, at Tenant’s expense (unless otherwise set forth in the Transfer Notice), may make such Alterations as may be required or reasonably deemed necessary by Landlord physically to separate the underleased space from the balance of the Premises and to comply with all laws and requirements of public authorities relating to such separation;

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(f)the occupant or occupants of all or any part or parts of such space shall, in common with Tenant, have the use of toilet and other common facilities on the floor on which such space is located;

(g)at the expiration of such underlease, Tenant shall accept the space covered thereby in its then existing condition provided that Landlord shall have performed Landlord’s obligations to keep and maintain such space in good order and condition except for ordinary wear and tear, provided that Landlord or the undertenant, at its expense, shall restore such space at the expiration or earlier termination of the underlease to its condition immediately prior to such underlease if set forth as a condition of the Transfer Notice, and in the event of Landlord’s or undertenant’s failure to perform any of such obligations, Tenant may do the same, and Landlord shall reimburse Tenant for the reasonable costs incurred by Tenant in connection therewith within thirty (30) days after Tenant’s demand therefor (but in the event of Landlord’s or undertenant’s failure to perform any of such obligations Tenant shall have no right to terminate this Lease either in whole or as to such part of the space covered by the underlease);

(h)no default by Landlord under such underlease or by anyone claiming through such underlease shall be deemed to constitute a default under this Lease; and

(i)during the term of such underletting, Tenant shall be relieved and released from all maintenance, repair, insurance and indemnity obligations set forth in this Lease, as the same pertain to the underlet space.

Provided that such Transfer Notice shall prominently specify on its face that Landlord’s failure to exercise or waive its right to underlet within thirty (30) days or sixty (60) days, as applicable, after Landlord’s receipt thereof constitutes a waiver of Landlord’s right to underlet pursuant to this Section 13.3, then if Landlord fails to exercise or waive its right to underlet within such 30-day period or 60-day period, as applicable, Landlord shall be deemed to have waived its right to underlet with respect to such Transfer Notice.

13.4LANDLORD’S RIGHT TO TERMINATE.  Upon receipt of any Transfer Notice in which Tenant proposes to assign this Lease (which shall include, for purposes of this Section 13.4, a proposed subletting of all or substantially all of the Premises for the entire or substantially the entire remaining Lease Term), or in which Tenant proposes to sublet less than substantially all of the Premises for the entire or substantially the entire remaining Lease Term, then and in such event Landlord shall have the right, exercisable by notice to Tenant given within thirty (30) days after receipt of any such Offer Notice, or within sixty (60) days after receipt of any such Marketing Notice and in addition to the other rights granted Landlord under this Article 13, (i) in the case of an assignment, to terminate this Lease, in which event this Lease shall terminate on the date fixed in Landlord’s notice, which shall not be less than thirty (30) nor more than ninety (90) days after the giving of such notice, with the same force and effect as if the termination date fixed in Landlord’s notice were the date originally fixed in this Lease as the Expiration Date, or

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(ii) in the case of a subletting of less than substantially all of the Premises, to terminate this Lease with respect to the space proposed by Tenant to be sublet, in which event on the date fixed in Landlord’s notice, which shall not be less than thirty (30) nor more than ninety (90) days after the giving of such notice, such space shall no longer be part of the Premises or covered by this Lease and the rentable area of the Premises, the Annual Fixed Rent and Tenant’s Share of Taxes and Operating Expenses shall be appropriately reduced.

Provided that such Transfer Notice shall prominently specify on its face that Landlord’s failure to exercise or waive its right to terminate within thirty (30) days or sixty (60) days, as applicable, after Landlord’s receipt thereof constitutes a waiver of Landlord’s right to terminate pursuant to this Section 13.4, then if Landlord fails to exercise or waive its right to terminate within such 30-day period or 60-day period, as applicable, Landlord shall be deemed to have waived its right to terminate with respect to such Transfer Notice.

13.5ADDITIONAL CONDITIONS.  If Landlord does not timely exercise any option granted to Landlord by Sections 13.3 and 13.4 with respect to a proposed sublease or assignment which is the subject of an Transfer Notice, Landlord agrees that Landlord will not unreasonably withhold, delay or condition its consent to such proposed sublease or assignment provided that the terms of the instrument of sublease or assignment conform to the Transfer Notice in all material respects and the following further conditions shall be satisfied:

(a)the Premises or any part thereof shall not, without Landlord’s prior consent, have been listed or otherwise publicly advertised for subletting at a rental rate less than the rental rate being sought by Landlord for space in the Building provided that Landlord shall, within ten (10) days after Tenant so requests, have informed Tenant of the rental rate being sought by Landlord for such space, and all advertisements of the Premises or any portion thereof for subletting shall have been approved by Landlord, in its reasonable discretion (it being agreed, however, that Landlord’s consent shall not be required for Tenant to list the Premises or any portion thereof with brokers, or for Tenant or such brokers to distribute flyers with respect to the availability of the Premises or any portion thereof, subject to the foregoing proviso concerning the rental rate).  The foregoing, however, shall not be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental rate;

(b)Tenant shall not then be in default under this Lease with respect to any monetary obligations under this Lease (of which default Tenant shall have received notice), or in default beyond the expiration of any applicable notice and cure period with respect to any non-monetary obligation of Tenant under this Lease;

(c)the proposed subtenant or assignee shall have a financial standing, be of a character, be engaged in a business, and propose to use the Premises or portion thereof to be sublet in a manner, in keeping with the standards in such respect of the other tenancies in the Building, and any sublease shall provide that, upon Landlord’s request from time to time, subtenant shall deliver to Landlord a copy of subtenant’s most recent financial statements certified by an officer of subtenant, provided, however, that Landlord agrees that any such financial statement will be treated as strictly confidential in accordance with Section 20.23;

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(d)provided that there is comparable space available in the Building (and, solely in connection with a subletting of the Automatic Expansion Space, such comparable space is available for a comparable term), the proposed subtenant or assignee shall not then be a tenant, subtenant or assignee of any space in the Building; nor, in any event, shall the proposed subtenant or assignee be a person or entity with whom Landlord is then actively negotiating to lease space in the Building;

(e)the proposed subtenant or assignee shall not occupy and use or propose to occupy and use the Premises for any purpose prohibited under Section 10.4;

(f)the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall not (i) be likely to increase Landlord’s operating expenses beyond that which Landlord now incurs for use by Tenant by more than a de minimis extent; (ii) increase the burden on elevators or other Building systems over the burden prior to such proposed subletting by more than a de minimis extent; or (iii) violate or be likely to violate any provisions or restrictions contained herein relating to the use or occupancy of the Premises;

(g)any proposed sublease shall state that it is expressly subject to all of the obligations of Tenant under this Lease and, except as otherwise expressly permitted by Section 13.13(d) below, shall contain the further condition and restriction that the sublease shall not be assigned, encumbered or otherwise transferred or the subleased premises further sublet by the sublessee in whole or in part, or any part thereof suffered or permitted by the sublessee to be used or occupied by others, without the prior written consent of Landlord in each instance;

(h)any proposed sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that (subject to the provisions of Section 13.13 below) in the event of the termination of this Lease, or the re-entry or dispossession of Tenant by Landlord under this Lease, such subtenant shall, at Landlord’s option, attorn to Landlord as its sublessor pursuant to the then applicable terms of such sublease for the remaining term thereof, except that Landlord shall not be (i) liable for any previous act or omission of Tenant as sublessor under such sublease, (ii) subject to any offset which theretofore accrued to such subtenant against Tenant, or (iii) bound by any previous modification of such sublease not consented to in writing by Landlord or by any previous prepayment of rent more than one month in advance;

(i)no subletting shall be for a term of less than two (2) years (provided, however, that if less than two (2) years remains in the Lease Term, such sublease may be for the balance of the Lease Term); provided, however, that the foregoing provision shall not apply to the Automatic Expansion Space during the first five (5) years after the Automatic Expansion Date;

(j)in no event shall (i) there be more than five (5) occupants (including Tenant) on any full floor of the Premises, (ii) any partial floor of the Premises be demised into units consisting of less than three thousand five hundred (3,500) rentable square feet, nor (iii) there be more than one (1) occupant (including Tenant) on any partial floor of the

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Premises consisting of three thousand five hundred (3,500) rentable square feet or less.  Notwithstanding the foregoing restrictions as to the size of units, Tenant shall have the right to (x) create and sublease one unit consisting of not less than three thousand (3,000) rentable square feet and (y) sublease any unit of the Automatic Expansion Space which, when delivered to Tenant, consists of less than three thousand five hundred (3,500) rentable square feet provided that such unit has not, prior to such subletting, been integrated into the balance of the Premises on such floor (i.e., demising walls removed, etc.); and

(k)Tenant shall reimburse Landlord on demand for any costs that may be reasonably incurred by Landlord in connection with said sublease or assignment, including, without limitation, the costs of making investigations as to the acceptability of the proposed subtenant or assignee and reasonable legal costs incurred in connection with the granting of any consent.

Tenant agrees to furnish Landlord such information in addition to the information set forth in the Transfer Notice as Landlord may reasonably and timely request in connection with the proposed sublease or assignment.  If Landlord shall fail to respond to Tenant’s request for consent before (x) the expiration of Landlord’s 30-day or 60-day recapture period, as applicable, or (y) thirty (30) days after Landlord’s receipt of a copy of the fully executed instrument of sublease or assignment, whichever of (x) or (y) is later, then Tenant shall have the right to give Landlord a second notice requesting such consent and, provided such second request for approval shall prominently specify that Landlord’s failure to consent to or disapprove the same within five (5) Operating Days after Landlord’s receipt thereof constitutes Landlord’s consent thereto, then in the event Landlord fails to consent to or disapprove within such 5-Operating Day period, Landlord shall be deemed to have consented to the same.

For purposes of this Section 13.5, a sublease or assignment shall be deemed to conform to a Transfer Notice in all material respects if the sublease or assignment is for a Net Effective Consideration (as hereinafter defined) of not less than ninety-five percent (95%) of the Net Effective Consideration of the proposed sublease or assignment set forth in such Transfer Notice, and on such other terms and conditions as are substantially the same as, but not substantially more favorable to the proposed sublessee or assignee than, those contained in such Transfer Notice.  The term “Net Effective Consideration” shall mean for purposes of this Section 13.5, the net present value, determined as of the effective date of the proposed transaction, using a discount rate of ten percent (10%), of the aggregate of all rent and additional rent for taxes, operating expenses and electricity (as reasonably estimated at the time) and other consideration payable under the proposed sublease or assignment, discounted from the date such payment would have been made under the proposed sublease or assignment to the commencement date of the proposed sublease or the effective date of the proposed assignment, after deducting therefrom the amount of all inducements (such as, by way of example only, work allowances, work letters or rent abatements) that are (or will be) granted by Tenant to such subtenant or assignee in respect thereof, discounted, using a discount rate of ten percent (10%), from the date that such inducements were to have been given under the proposed sublease or assignment to the commencement date of the proposed sublease or the effective date of the proposed assignment.  If after having submitted a Transfer Notice, Tenant shall desire to sublet or to assign this Lease for a Net Effective Consideration of less than ninety-five percent (95%) of the Net Effective

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Consideration of the proposed assignment or sublease set forth in Tenant’s original Transfer Notice, Tenant shall submit an additional Transfer Notice to Landlord as provided in Section 13.2.

13.6LANDLORD MAY COLLECT RENT FROM SUBTENANT OR ASSIGNEE.  If this Lease shall be assigned, or if the Premises or any part thereof be sublet or occupied by any person or persons other than Tenant, Landlord may, after default by Tenant beyond any applicable notice and cure period, collect rent from the assignee, subtenant or occupant and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of the covenants in this Article, nor shall it be deemed acceptance by Landlord of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the full performance by Tenant of all the terms, conditions and covenants of this Lease.

13.7ASSUMPTION OF LEASE.  Each permitted assignee or transferee shall assume and be deemed to have assumed the obligations of Tenant under this Lease to be performed, or arising or accruing, on and after the effective date of such assignment or transfer and shall be and remain liable jointly and severally with Tenant for the payment of Annual Fixed Rent and Additional Rent, and for the due performance of all the terms, covenants, conditions and agreements herein contained on Tenant’s part to be performed for the Lease Term.  No assignment (except for assignments permitted subject to and in accordance with Section 13.1(a) or 13.1(b) hereof) shall be binding on Landlord unless such assignee or Tenant shall deliver to Landlord a duplicate original of the instrument of assignment which contains a covenant of assumption by the assignee of all of the obligations aforesaid and shall obtain from Landlord the aforesaid written consent, prior thereto.  No assignment in whole or in part of this Lease shall release Tenant or any assignee of Tenant of its continuing liability under this Lease.

13.8TENANT’S INDEMNIFICATION.  If Landlord shall fail or refuse to give its consent to any proposed assignment or sublease, or if Landlord shall exercise any of its options set forth in Sections 13.3 and 13.4, Tenant shall indemnify and hold harmless Landlord from and against any and all loss, liability, costs and expenses (including, without limitation, reasonable attorneys’ fees) asserted against, imposed upon or incurred by Landlord by reason of any claims made against Landlord by the proposed assignee or sublessee or by any brokers, finders or other persons for commissions or other compensation in connection with the proposed assignment or sublease.  The foregoing indemnity shall not apply to claims by any brokers, finders or other persons for commissions or other compensation in connection with a leasing or underletting by Landlord to a customer or client of such broker, finder or other person.

13.9TIME LIMITATION; AMENDMENTS.  If Landlord grants its consent to an assignment or sublease and such assignment or sublease does not become effective for any reason within one hundred twenty (120) days after the granting of such consent, or if such assignment or sublease is modified or amended prior to its becoming effective, then and in either such event Landlord’s consent shall be deemed to have been withdrawn and Tenant shall not have the right to assign this Lease or to sublease all or any portion of the Premises without once again complying with all of the provisions and conditions of Sections 13.1, 13.2, 13.3, 13.4, 13.5 and 13.6.  In no event shall Tenant agree to materially modify or amend the economic terms (e.g., rent, concessions, term, size of space) of such assignment or sublease or materially modify

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any other terms of such assignment or sublease to which Landlord has consented without Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed.  For purposes of this Section 13.9, the economic terms of a sublease or assignment shall be not be deemed to have been materially modified if the sublease or assignment is for a Net Effective Consideration of not less than ninety-five percent (95%) of the Net Effective Consideration of the proposed sublease or assignment to which Landlord consented.

13.10ADDITIONAL RENT DUE UPON ASSIGNMENT OR SUBLETTING.  If Landlord shall not exercise any of its options set forth in Sections 13.3 and 13.4 and shall give its consent to any assignment of this Lease or to any sublease (except with respect to assignments or to any sublease permitted pursuant to Section 13.1(b) above), Tenant shall, as consideration therefor, pay to Landlord as Additional Rent the following amounts:

(a)in the case of any assignment, an amount equal to fifty percent (50%) of all sums and other considerations paid to or for the benefit of Tenant by the assignee for or by reason of such assignment (including, but not limited to, sums paid for the sale of any of Tenant’s Property, fixtures or leasehold improvements); or

(b)in the case of a sublease, fifty percent (50%) of the excess, if any, of (i) any rents, additional charges or other consideration paid under the sublease or any agreement relating thereto to or for the benefit of Tenant by the subtenant (including, but not limited to, sums paid for the sale of any of Tenant’s Property, fixtures or leasehold improvements) over (ii) the rents accruing during the term of the sublease in respect of and allocable to the subleased space pursuant to the terms of this Lease.

Amounts due to Landlord pursuant to this Section 13.10 shall be paid to Landlord as Additional Rent at the time such payments are paid by the assignee or subtenant to Tenant.  The following, to the extent actually incurred by Tenant directly in connection with the assignment or subletting, may be deducted from the rents, charges and other consideration received by Tenant in connection with the assignment or subletting prior to the computation of profits hereunder:

(1)the cost of any improvements paid for by Tenant in connection with the assignment or sublease (excluding Tenant’s Work), but in the case of a sublease for less than the entire remaining Lease Term, such cost shall be proportionately reduced to the extent the useful life of such improvements exceeds the term of the sublease;

(2)improvement allowances (but only sums not funded with Landlord’s Contribution);

(3)reasonable attorneys’ fees;

(4)brokerage or leasing commissions to an independent third-party broker; and

(5)in the case of an assignment only, free rent (provided such free rent is not either (A) with respect to a period prior to which such subtenant is in

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actual occupancy of the Premises, or (B) with respect to any period which is the subject of the free rent provided in Section 5.5 above).

13.11LIABILITY NOT DISCHARGED.  The joint and several liability of Tenant and any assignee or successor of Tenant under this Lease, or any guarantor of Tenant’s obligations under this Lease, shall not be discharged, released or impaired in any respect by: (i) any agreement or stipulation made by Landlord modifying any of the obligations contained in this Lease, but in no event shall Tenant’s continued liability exceed what its continuing liability would have been had the Lease not been modified except for those modifications, if any, which were consented to by Tenant; or (ii) or by any waiver or failure by Landlord to enforce any of the obligations of this Lease, except that Tenant shall have no liability with respect to any actual obligation that has been expressly waived in writing by Landlord.

13.12EFFECT OF LISTING OF NAMES.  The listing of any name other than Tenant on the door of the Premises, on the Building directory or otherwise shall not operate to vest any right or interest in this Lease or in the Premises in any other person or entity, nor shall such listing be deemed to be the consent of Landlord to any assignment or transfer of this Lease or to any sublease of the Premises or any portion thereof or to the use or occupancy of the Premises or any portion thereof by others.

13.13SPECIAL RIGHTS FOR ELIGIBLE SUBTENANTS.

(a)Provided that there then exists no Event of Default (or any monetary default of which Landlord has given Tenant notice), Landlord shall promptly after Tenant’s written request (which request shall be accompanied by an executed counterpart of the Eligible Sublease (as hereinafter defined) and such other information and certifications as Landlord may reasonably request in order to determine that the conditions of this Section 13.13 have been satisfied) deliver to Tenant and the subtenant under the Eligible Sublease a non-disturbance agreement in substantially the form attached hereto as Exhibit I, providing in substance that, as long as no default beyond any applicable notice and grace period exists on the part of such subtenant and subject to the satisfaction of the condition precedent set forth in clause (iii) below, Landlord will not name or join such subtenant as a party defendant or otherwise in any suit, action or proceeding to enforce any rights granted to Landlord under this Lease and to the further effect that if this Lease shall terminate or be terminated by reason of Tenant’s default hereunder or by the rejection of this Lease pursuant to Title 11 U.S.C. §365 (any such termination being herein called an “Attornment Event”), then Landlord will recognize such subtenant as the direct tenant of Landlord on the terms and conditions of the Eligible Sublease, as the same will be deemed amended upon such Attornment Event as hereinafter provided (a “Landlord’s Non-Disturbance Agreement”).  Following the subtenant’s execution and delivery of the Landlord’s Non-Disturbance Agreement, Landlord shall promptly execute and deliver a counterpart to the subtenant.  Landlord’s reasonable costs and expenses in connection with the foregoing (including, without limitation, reasonable attorney’s fees), to the extent actually incurred, shall be paid by Tenant.  Landlord’s Non-Disturbance Agreement shall provide, inter alia, that, upon an Attornment Event:

(i)if applicable from time to time, the fixed rent and additional rent under the Eligible Sublease shall be increased (but not decreased) so that it is equal (after taking into account any credits, offsets, deductions or entitlements given subtenant) on a

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rentable square foot basis to the Annual Fixed Rent and Additional Rent which would have been payable under this Lease with respect to the Premises had this Lease not been terminated;

(ii)the Eligible Sublease shall be deemed further amended such that the terms and provisions thereof shall be restated to be the terms and provisions of this Lease (except that (A) the length of term (including renewals, other than renewals which would extend beyond the then Expiration Date of this Lease) shall remain as set forth in the Eligible Sublease, (B) the fixed rent and additional rent shall be as set forth in clause (i) hereof, if the same is applicable, or as set forth in the Eligible Sublease if clause (i) is not applicable, (C) any Special Lease Rights (as hereinafter defined) relative to the Eligible Sublease shall not be included in the Eligible Sublease as amended, and (D) if the Eligible Sublease contains one or more provisions which are more restrictive on the subtenant thereunder than the corresponding provision(s) of this Lease is on Tenant hereunder, then such more restrictive sublease provision shall continue to be included in the Eligible Sublease as amended in lieu of the corresponding provision of this Lease); and

(iii)as a condition precedent to Landlord’s recognition of the Eligible Sublease, the subtenant under the Eligible Sublease shall, within ten (10) days after the Attornment Event, deliver to Landlord either (A) proof reasonably satisfactory to Landlord that such subtenant has a net worth and creditworthiness computed in accordance with GAAP at least equal to the net worth and creditworthiness of such subtenant at the time of the execution and delivery of Landlord’s Non-Disturbance Agreement or (B) a security deposit (or letter of credit) in an amount equal to twelve (12) months of fixed rent under the Eligible Sublease (as the same may have been increased to coincide with the Annual Fixed Rent payable hereunder pursuant to clause (i) above).

(b)As used herein, the following terms shall have the following meanings:

(i)“Eligible Sublease” shall mean any sublease entered into by Original Tenant as sublandlord which (A) demises full floor(s) of the Premises, (B) has an initial sublease term (i.e. not including any renewals) of at least five (5) years, (C) demises subleased premises which are either contiguous to leasable space in the Building other than the Premises or are either the highest or lowest floors which are part of the Premises, and (D) demises subleased premises to a subtenant with a net worth and creditworthiness computed in accordance with GAAP reasonably acceptable to Landlord and Landlord’s Mortgagee and/or Overlandlord.

(ii)“Special Lease Rights”, relative to an Eligible Sublease upon an Attornment Event, shall mean (A) rights under this Lease to expand the size of the Premises, to extend the Lease Term, and any rights under this Lease which are limited to Original Tenant or dependent upon occupancy of Original Tenant, and any rights dependent upon leasing or occupancy requirements to the extent such requirements are not satisfied by the Eligible Sublease or the subtenant thereunder, and any and all rights of the Tenant under this Lease which the subtenant under such Eligible Sublease would not have as a direct tenant under this Lease assuming this Lease were assigned to such subtenant prior to such

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Attornment Event, and (B) any and all rights of the Tenant under this Lease which the subtenant under the Eligible Sublease does not then have as the subtenant under the Eligible Sublease.

(c)Notwithstanding anything to the contrary herein contained, it is understood and agreed that Landlord shall have no obligation to deliver a Landlord’s Non-Disturbance Agreement while any Event of Default (or any monetary default of which Landlord has given Tenant notice) shall exist hereunder.

(d)Notwithstanding anything to the contrary contained in Section 13.5(g) above, an Eligible Sublease may permit the subtenant thereunder to further sublease the subleased space or to assign its rights thereunder provided that (i) all of the conditions of Article 13 including, without limitation, Section 13.5 (except as otherwise expressly permitted hereby), shall be satisfied with respect to such further subleasing or assignment, (ii) Section 13.10 hereof shall be directly applicable thereto such that Landlord shall be entitled to receive fifty percent (50%) of any and all profits accruing to any and all parties with respect to such further subleasing or assignment (whether calculated over rents accruing under the sublease and/or rents accruing under this Lease), and (iii) upon a receipt of any Transfer Notice with respect to such transaction, Landlord shall in all events have the rights to underlet or terminate in accordance with Section 13.3 and Section 13.4 with respect thereto.

(e)This Section 13.13 is solely for the benefit of subtenants of Original Tenant under Eligible Subleases.

ARTICLE 14

NO LIABILITY OR REPRESENTATIONS BY LANDLORD; FORCE MAJEURE

14.1NO LIABILITY.

(a)Neither Landlord nor any other Landlord Parties shall be liable for (i) any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft; (ii) any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain or snow or leaks in or from any part of the Building or the Property or from the pipes, appliances or plumbing or from the roof, street or subsurface or from any other place or by dampness or by any other cause of whatsoever nature, unless caused or due to the negligence or willful misconduct of Landlord, its agents, servants or employees or the failure of Landlord to perform its obligations under this Lease within a reasonable time after notice of such failure from Tenant; nor shall Landlord and its agents or employees be liable for any such damage caused by other tenants or persons in the Building or caused by operations in construction of any private, public or quasi-public work unless caused or due to the negligence or willful misconduct of Landlord, its agents, servants or employees or the failure of Landlord to perform its obligations under this Lease within a reasonable time after notice of such failure from Tenant, (iii) any latent defect in the Premises, the Building or other improvements on the Property (provided that the foregoing shall not derogate from Landlord’s repair obligations under Section 7.1 of this Lease); or (iv) any injury or damages for which Tenant is reimbursed under its insurance policies.

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(b)If at any time any windows of the Premises are temporarily or permanently closed, darkened or bricked up as a result of causes beyond Landlord’s reasonable control, or are temporarily closed or darkened by Landlord as a result of causes beyond Landlord’s reasonable control, Landlord shall not be liable for any damage Tenant may sustain thereby and Tenant shall not be entitled to any compensation therefor nor abatement of rent nor shall the same release Tenant from its obligations hereunder nor constitute an eviction.

(c)Landlord shall have no responsibility or liability for the ventilating conditions and/or temperature of the Premises during the hours or days Landlord is not required to furnish heat, ventilation or air-conditioning pursuant to Exhibit D or pursuant to Sections 14.3 or 20.12, Landlord having informed Tenant that the windows of the Premises and the Building may be sealed, and that the Premises may become uninhabitable and the air therein may become unbreathable during such times.  Insofar as air temperature and ventilation are concerned, any use or occupancy of the Premises during the hours or days Landlord is not so required to, or pursuant to Section 14.3 or 20.12 does not furnish heat, ventilation or air-conditioning to the Premises shall be at the sole risk, responsibility and hazard of Tenant.  Such condition of the Premises shall not constitute nor be deemed to be a breach or a violation of this Lease or of any provision hereof, nor shall it be deemed an eviction, nor shall Tenant claim or be entitled to claim any abatement of rent (except as otherwise stated herein) nor make any claim for any damages or compensation by reason of such condition of the Premises.  Notwithstanding the foregoing, nothing contained in this Section 14.1(c) shall be construed to relieve or exculpate Landlord from any of the obligations of Landlord set forth elsewhere in this Lease concerning air-conditioning of the Premises during non-Operating Hours and Tenant’s installation of supplemental air-conditioning for the Premises.

(d)Tenant shall neither assert nor seek to enforce any claim against any of Landlord’s assets other than Landlord’s interest in the Land, the Building and the Property, and Tenant agrees to look solely to such interest for the satisfaction of any liability of Landlord under this Lease, it being specifically agreed that neither Landlord, nor any successor holder of Landlord’s interest hereunder, nor any general or limited partner of Landlord or any such successor (if Landlord or such successor is a partnership) nor any shareholder of Landlord or any such successor (if Landlord or such successor is a corporation) shall ever be personally liable for any such claim or liability.  Landlord shall in no event be liable for any loss of business or any indirect or consequential damages under this Lease.  Tenant shall in no event be liable for any loss of business or any indirect or consequential damages under this Lease except as expressly provided Section 19.3(b), 19.4 and/or 20.17 hereof.  Landlord’s interest in the Land, the Building and the Property shall mean: (x) the rent or other consideration received by Landlord pursuant to any lease, license or other occupancy agreement for space in the Building or Property, (y) the net proceeds of a sale, financing or refinancing of the Building or Property (or any portion thereof) or of Landlord’s estate or interest therein (or any portion thereof), and (z) any insurance proceeds or condemnation awards paid with respect to any portion of the Building or Property (but only if and to the extent that the same shall be in excess of any restoration costs, and net of all costs of obtaining such proceeds or awards).

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14.2NO REPRESENTATIONS BY LANDLORD.  Tenant expressly acknowledges and agrees that Landlord has not made and is not making, and Tenant, in executing and delivering this Lease, is not relying upon, any warranties, representations, promises or statements, except for those expressly set forth in this Lease and the Exhibits annexed hereto or in any other written agreement which may be made between the parties hereto concurrently with the execution and delivery of this Lease and which shall expressly refer to this Lease.  No rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease.

14.3FORCE MAJEURE.

(a)This Lease and the obligation of Tenant to pay rent hereunder and perform and comply with all of the other covenants and agreements hereunder on the part of Tenant to be performed and complied with shall in no way be affected, impaired or excused because of Landlord’s delay or failure to perform or comply with any of the covenants or provisions hereunder on the part of Landlord to be performed or complied with, or because Landlord is unable to fulfill any of its obligations under this Lease or is unable to supply or is delayed in supplying any service expressly or impliedly to be supplied or is unable to make or is delayed in making any repair, additions, alterations or decorations or is unable to supply or is delayed in supplying any equipment or fixtures, if Landlord is prevented or delayed from so doing (i) by reason of strikes or labor troubles, (ii) by reason of governmental preemption in connection with a national emergency, (iii) by reason of any rule, order or regulation of any government agency or any department or subdivision thereof, whether in connection with a drought, energy shortage or other like event or otherwise, (iv) by reason of any fact, condition or circumstance related to war, terrorism or other emergency, (v) by reason of fire, casualty or other acts of God or (vi) by reason of any other cause whatsoever beyond Landlord’s reasonable control (collectively, “Force Majeure”).  Landlord shall in each instance exercise reasonable diligence to effect performance when and as soon as possible or practicable.

(b)Tenant shall not be deemed to have failed or delayed in making any required repairs or replacements or performing any non monetary obligations hereunder if Tenant is unable to make or is delayed in making any such repair or replacement or performing any such non monetary obligation due to reasons of Force Majeure.  The foregoing, however, specifically excludes causes due to Tenant’s financial condition.  Tenant shall in each instance exercise reasonable diligence to effect performance when and as soon as possible or practicable.  In no event or under any circumstance shall any such delay or failure in making such repairs and replacements or performing such non monetary obligations relieve Tenant of any of its monetary obligations under the terms of this Lease.

ARTICLE 15

ENTRY, RIGHT TO CHANGE PUBLIC PORTIONS OF THE BUILDING

15.1LANDLORD’S RIGHT OF ENTRY.  Landlord shall have the right, without being deemed thereby to evict Tenant from the Premises or any part thereof or otherwise to violate any of the terms of this Lease or any of Tenant’s rights hereunder,

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(a)to enter and pass through the Premises or any part or parts thereof,

(i)to examine the Premises and to show them to the fee owners, Overlandlord or Mortgagee (both as hereafter defined) and to prospective purchasers, mortgagees or lessees of the Building as an entirety,

(ii)for the purpose of performing such maintenance and making such repairs or changes in or to the Premises or in or to the Building or its facilities as may be provided for or permitted by this Lease or as may be mutually agreed upon by the parties or as Landlord may be required to make by laws and requirements of public authorities,

(iii)at such times as such entry shall be required by circumstances of emergency affecting the Premises or the Building, provided that in such event, if practicable, Landlord or its agents shall be accompanied by a designated representative of Tenant or a member of the police, fire, water or other municipal department concerned or of a recognized protection company or of a public utility which is concerned and Landlord shall use reasonable efforts to safeguard and secure the Premises,

(iv)to exhibit the Premises or any portion thereof to prospective tenants or occupants (A) during the last twelve (12) months of the Lease Term, (B) during the last eighteen (18) months of the Lease Term if Landlord is marketing the Premises as part of a larger block of space, (C) at any time during the Lease Term while there exists an Event of Default of Tenant hereunder or (D) during any period in which Landlord may exercise a right to underlease the space in question or to terminate this Lease, and

(v)for the purpose of photographing the Premises for use by Landlord and/or Landlord’s affiliates in connection with promotional and marketing materials, provided, however, that Tenant shall have the right to approve any such photographs (such approval not to be unreasonably withheld or delayed) and in no event will any such photographs, promotional or marketing materials identify Tenant or the floor(s) of the Premises, and

(b)to take such reasonable quantities of materials into and upon the Premises that may be reasonably required for any repairs, changes or maintenance of the Premises only and to store the same therein for a reasonable time as reasonably required in connection with the completion of such repairs, changes or maintenance.

Landlord’s rights under this Section shall be exercised in such manner as to create the least practicable interference with Tenant’s use of the Premises; provided, however, that the foregoing shall not obligate Landlord to perform any work on an “overtime” basis unless such work will materially interfere with Tenant’s business operations in the Premises, provided, however, that Landlord shall not be required to perform such work on an “overtime” basis to the extent that such work was requested by Tenant or would not have been needed but for a violation by Tenant of its obligations under this Lease.  Except in the case of an emergency which makes notice to Tenant impractical, any entry on the Premises by Landlord pursuant to this Section 15.1 shall be made after reasonable notice to Tenant.  Landlord, at Landlord’s own cost and expense, shall promptly repair any damage to the Premises (including, without limitation, Tenant’s

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Property) resulting from Landlord’s actions in the Premises unless necessitate by a circumstances beyond Landlord’s reasonable control or a violation by Tenant of its obligations under this Lease.

15.2LANDLORD’S RIGHT TO CHANGE ENTRIES, ETC.  Landlord shall have the right at any time without thereby creating any actual or constructive eviction or incurring any liability to Tenant therefor, and without abatement in rent, to change the arrangement or location of lobbies, entrances, passageways, doors, doorways, stairways, elevators, corridors and other like portions of the Building outside of the Premises, provided that such change does not interfere with Tenant’s access to the Premises.  The foregoing shall not abrogate Landlord’s obligations under Section 4.1(d) hereof, and Landlord shall be obligated to provide mid-rise passenger elevator service to the 19th Floor Premises throughout the Lease Term.

15.3EXCAVATION.  In the event that an excavation or any construction should be made for building or other purposes upon land adjacent to the Building, or should be authorized to be made, Tenant shall, if necessary, afford to the person or persons causing or authorized to cause such excavation or construction, license to enter upon the Premises for the purpose of doing such work as shall reasonably be necessary to protect or preserve the wall or walls of the Building, or the Building, from injury or damage and to support them by proper foundations, pinning and/or underpinning, or otherwise.

ARTICLE 16

ELECTRICITY

16.1TENANT TO PURCHASE ELECTRICITY.

(a)Landlord represents that the base Building electrical system has the capacity to furnish electric service to the Premises in accordance with the provisions of Exhibit D.  It is understood that transformers, panel boxes and meters are furnished and installed in the Building by and at the expense of the public utility company which provides electrical service to the Building, and accordingly, Landlord’s obligation hereunder with respect thereto shall be limited to using reasonable efforts to cause such utility to install and, when appropriate, to maintain such transformers, panel boxes and meters.  Landlord represents that all such meters are installed in the Premises as of the date hereof and are in working order.

(b)Tenant shall obtain and pay for Tenant’s entire separate supply of electric current to all full floors of the Premises by direct application to and arrangement with the public utility company servicing the Building, which current shall also serve the HVAC units in the Premises.

(c)(i)Landlord shall furnish electricity to the Automatic Expansion Space and all other partial floors of the Premises for a charge to Tenant, as of the date of this Lease, equal to Three and 50/100 Dollars ($3.50) per rentable square foot per annum (the “Electricity Charge”), which shall be adjusted from time to time in accordance with the provisions of this Section 16.1 and shall be payable on the first day of each and every calendar

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month during the Lease Term, and otherwise payable in the same fashion herein provided for the payment of Annual Fixed Rent.

(ii)The Electricity Charge is based upon Landlord’s assumption that Tenant’s initial electrical installation will be for ordinary office electrical consumption (excluding data centers, trading floors and the like) and that, except for office cleaning, Tenant will use electric energy only during Operating Hours.  Accordingly, (A) if Tenant’s initial electrical installation exceeds such criteria, or (B) if Tenant makes material use of electricity during hours other than Operating Hours, or (C) if Tenant after completion of its initial installation adds or subtracts any machinery, appliances or equipment which materially increases the aggregate electrical load in the applicable space, the Electricity Charge shall be increased proportionately to reflect any excess or increase in such use.  From time to time during the Lease Term, Landlord may engage a reputable independent electrical consultant to make a survey of the electric consumption in the applicable space to determine if Tenant’s electric consumption exceeds the criteria set forth above.  If any such survey discloses that such use exceeds the criteria set forth above, the Electricity Charge shall be increased proportionately by the amount of such excess, effective as of the date of such increase in electrical consumption.  Upon delivery of such statement, (1) Tenant shall pay Landlord the amount of such increase through the date of such statement, and (2) Tenant’s regular monthly payments under this Lease shall be increased to reflect any such increase in the Electricity Charge.  If the Electricity Charge shall have been increased as hereinabove provided, and thereafter a subsequent survey discloses that the cost to Landlord of the Tenant’s annual electric consumption shall have decreased following the prior survey, then the Electricity Charge shall be reduced by the amount of such decrease, effective as of the date of such decrease, provided, however, that in no event shall such Electricity Charge be reduced below the initial amount of the Electricity Charge applicable to such space.  In such event, Landlord shall reimburse Tenant for the amount of such decrease, and Tenant’s regular monthly payments under this Lease shall be reduced to reflect any such decrease in the Electricity Charge.  If Tenant objects to the results of the survey conducted by the electrical consultant engaged by Landlord, then the survey shall be submitted to an additional independent electrical consultant mutually agreed upon by Landlord and Tenant and the decision of such consultant shall be binding upon Landlord and Tenant. The cost of any such surveys shall be shared equally by Landlord and Tenant.

(iii)If either (A) the public utility rate schedule for the supply of electricity to the Building shall be increased or superseded during the Lease Term (using the rate in effect on the date hereof as the base rate), or (B) electricity or energy consumption shall be measured by any other means, including, but not limited to, the cost of private sources of energy, then the Electricity Charge shall be increased in the same percentage effective from the effective date of such increase in the public utility rate schedule.  If after the Electricity Charge has been increased by reason of any such increase in the public utility rate schedule such public utility rate schedule shall thereafter decrease, then the Electricity Charge shall be decreased in the same percentage effective from the effective date of such decrease, but in no event below the initial amount of the Electricity Charge applicable to such space.

(d)Landlord reserves the right to discontinue furnishing electricity to the Automatic Expansion Space and/or other partial floors of the Premises at any time upon not less

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than thirty (30) days’ notice to Tenant provided, however, that Landlord shall not discontinue furnishing electricity to the applicable portion of the Premises (i) until Tenant shall have made arrangements to obtain electricity from the public utility serving the Building (unless Tenant shall have failed to use reasonable diligence to obtain such electrical service) and (ii) unless Landlord is discontinuing furnishing electricity to all tenants on such floor of the Building.  If Landlord, at Landlord’s option, exercises such right of discontinuance as provided herein, this Lease shall continue in full force and effect and shall be unaffected thereby, except that, from and after the effective date of such discontinuance, (i) Tenant shall arrange to obtain electricity directly from the public utility company supplying electricity to the Building, (ii) all meters, equipment and other facilities which may be required for Tenant to obtain electricity directly from such public utility company shall be installed by Landlord, at Landlord’s expense, and (iii) any such installation shall be maintained by Tenant, at its expense, and shall be subject to such conditions as Landlord and/or the public utility company may require, and Landlord shall not be liable to Tenant therefor and the same shall not be deemed to be a lessening or diminution of services within the meaning of any law, rule or regulation now or hereafter enacted, promulgated or issued.

(e)If any taxes or charges are or shall be imposed upon Landlord or its agent in connection with the sale or resale of electricity to Tenant, Tenant covenants and agrees that, where permitted by law, Tenant’s pro-rata share of such taxes or charges shall be passed on to Tenant and paid by Tenant to Landlord or its agent upon demand, as Additional Rent, without set-off or deduction. At all times during the Lease Term, Tenant shall comply with all present and future general rules, regulations, terms and conditions applicable to service equipment, wiring and requirements in accordance with the regulations of the public utility company supplying electricity to the Building.

(f)Subject to applicable laws, governmental regulations and the approval of Con-Ed, Landlord shall not unreasonably withhold its consent to Tenant, at its sole cost and expense, as part of Tenant’s Work, intercepting within the Premises an existing dedicated 300 amp (277/480 volt) Con-Ed service riser which currently runs from the switchgear room in the basement to the thirty-fourth (34th) floor of the Building in order to re-route such service to exclusively serve the Premises.  All such work shall be performed subject to and in accordance with Article 8 and Exhibit C of this Lease.

(g)If, at any time during the Lease Term, Tenant demonstrates to Landlord’s reasonable satisfaction that Tenant reasonably requires electric capacity for the normal operation of Tenant’s business in excess of the foregoing, then, subject to availability as determined by Landlord in good faith (taking into consideration the need to allocate or reserve power for other tenants in the Building), Landlord agrees to make available, at Tenant’s sole cost and expense, such additional electrical capacity, and Landlord reserves the right to charge Tenant a market rate fee in connection therewith.

16.2LANDLORD NOT LIABLE.  Landlord shall not in any way be liable or responsible to Tenant for any loss or damage or expense which Tenant may sustain or incur if either the quantity or character of electric service is changed or interrupted or is no longer

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available or suitable for Tenant’s requirements unless due to the negligence or willful misconduct of Landlord, its agents, employees or contractors.

16.3TENANT NOT TO OVERLOAD CIRCUITS.  Provided that the base Building electrical system actually has the capacity to furnish electric service to the Premises in accordance with the provisions of Exhibit D, in no event shall Tenant use or install any fixtures, equipment or machines the use of which in conjunction with other fixtures, equipment and machines in the Premises would result in an overload of the electrical circuits servicing the Premises.

16.4TENANT NOT TO EXCEED CAPACITY; LIGHT BULBS.  Provided that the base Building electrical system actually has the capacity to furnish electric service to the Premises in accordance with the provisions of Exhibit D, Tenant covenants and agrees that at all times its use of electric current shall never exceed the capacity of the then existing feeders to the Building or the risers or wiring installation.  Landlord shall furnish, install and replace, as required, all lighting tubes, lamps, bulbs and ballasts required in the Premises at Tenant’s sole cost and expense, provided that prices for the same shall be consistent with similar charges for similar items in Class A office Buildings in midtown Manhattan.  All lighting tubes, lamps, bulbs and ballasts so installed shall become Landlord’s property upon the expiration or sooner termination of this Lease.

ARTICLE 17

SUBORDINATION; ASSIGNMENT OF RENTS

17.1SUBORDINATION TO MORTGAGES, ETC.

(a)Subject to the provisions of Section 17.6, this Lease is and shall be subject and subordinate to any ground or underlying lease (collectively called “Underlying Lease”) which may now or hereafter affect the Building and/or the Land and to any amendment, modification, renewal or extension of any such Underlying Lease.  Subject to the provisions of Section 17.6, this Lease also is and shall be subject and subordinate to all mortgages which may now or hereafter affect any Underlying Lease, the Land and/or the Building, to each and every advance made thereunder and to all renewals, modifications, amendments, consolidations, replacements or extensions thereof.  The landlord or lessor under any Underlying Lease is referred to herein as a “Overlandlord” and the secured party under any such mortgage is referred to herein as a “Mortgagee”.  This clause shall be self-operative and no further instrument of subordination shall be required by any Overlandlord or Mortgagee.  In confirmation of such subordination, Tenant, without cost or charge to Landlord, shall execute promptly any certificate or instrument of subordination that Landlord may reasonably request.  Landlord represents that, as of the date of this Lease, there are no Underlying Leases affecting the Building or the Land.

(b)Tenant agrees that if any Overlandlord or Mortgagee shall succeed to interest of Landlord under this Lease by foreclosure or otherwise, and the Overlandlord or Mortgagee elects in its sole discretion (subject to the terms of any applicable SNDA, as hereinafter defined), not to cause this Lease to be terminated in connection therewith, this Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct

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lease between Overlandlord or Mortgagee and Tenant upon all of the terms, covenants and conditions set forth in this Lease and, in such event, Tenant shall attorn to Overlandlord or Mortgagee, subject to the terms of any applicable SNDA in effect. Tenant shall not do nor suffer nor permit any action which would constitute a default under any Underlying Lease or any mortgage which may now or hereafter affect any Underlying Lease, the Land and/or the Building, or cause any Underlying Lease to be terminated or forfeited by virtue of any right of termination or forfeiture granted to the Overlandlord by such Underlying Lease, provided that the foregoing shall not be construed to eliminate, reduce or impair any of Tenant’s rights set forth in this Lease, by more than a de minimis extent, or to increase any of Tenant’s obligations set forth in this Lease, by more than a de minimis extent.

17.2RIGHTS OF MORTGAGEES, ETC.  In the event of any act or omission by Landlord which would or may give Tenant the right to terminate this Lease or to claim a partial or total eviction, Tenant will not exercise any such right until

(a)it has given written notice of any such act or omission to Landlord, and to any Overlandlord or Mortgagee whose names and addresses have previously been furnished to Tenant, and

(b)a reasonable period of time for remedying such act or omission shall have elapsed following such giving of notice during which the parties to whom such notice has been given, or any of them, have not commenced with reasonable diligence the remedying of such act or omission.

17.3MODIFICATIONS REQUIRED BY LENDERS.  If, in connection with obtaining temporary or permanent financing for the Land and/or Building, or any Underlying Lease, any lender shall request reasonable modifications of this Lease as a condition to such financing, Tenant will not unreasonably withhold, delay or defer the execution of an agreement of modification of this Lease provided such modifications do not increase the monetary obligations of Tenant hereunder or increase Tenant’s non-monetary obligations hereunder except to a de minimis extent, or adversely affect or diminish the leasehold interest hereby created, or Tenant’s rights hereunder, except to a de minimis extent.

17.4ASSIGNMENT OF LEASE TO MORTGAGEE, ETC.  With reference to any assignment by Landlord of Landlord’s interest in this Lease, or the rents payable hereunder, conditional in nature or otherwise, which assignment is made to an Overlandlord or Mortgagee, Tenant agrees:

(a)that the execution thereof by Landlord, and the acceptance thereof by such Overlandlord or Mortgagee, shall never be treated as an assumption by such Overlandlord or Mortgagee of any of the obligations of Landlord hereunder, unless such Overlandlord or Mortgagee shall, by notice sent to Tenant, specifically otherwise elect; and

(b)that, except as aforesaid, such Overlandlord, or Mortgagee shall be treated as having assumed Landlord’s obligations hereunder only, in the case of a Mortgagee, upon foreclosure by such Mortgagee and the taking of possession of the Premises, or, in the case of an Underlying Lease, the assumption of Landlord’s position hereunder by such Overlandlord, any

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such assumption in each such case to be limited as set forth in Section 14.1(d).  In no event shall the acquisition of title to the Building and/or the Land by a purchaser which, simultaneously therewith, leases the entire Building and/or the Land back to the seller thereof be treated as an assumption, by operation of law or otherwise, of Landlord’s obligations hereunder, but Tenant shall look solely to such seller-lessee, and its successors from time to time in title, for performance of Landlord’s obligations hereunder.  For all purposes, such seller-lessee, and its successors in title, shall be the landlord hereunder unless and until Landlord’s position shall have been assumed by such purchaser-lessor.

17.5SUBORDINATION OF MORTGAGE, ETC., TO LEASE.  Notwithstanding anything to the contrary set forth in this Article 17, if any Overlandlord or Mortgagee shall file in the office of the Register of the City of New York, New York County, an instrument in which such Overlandlord or Mortgagee shall subordinate its Underlying Lease or mortgage to this Lease, then and in such event such Underlying Lease or mortgage shall be subordinate to this Lease and the provisions of this Article 17, insofar as they would subordinate this Lease to that particular Underlying Lease or mortgage, shall be of no further force or effect.

17.6NON-DISTURBANCE AGREEMENT.

(a)Within forty-five (45) days after the execution of this Lease, Landlord shall obtain and deliver to Tenant an agreement in favor of Tenant from the holder of any existing Mortgagee and Overlandlord, in substantially the form of Exhibit J attached hereto (the “SNDA”).  Landlord shall use reasonable efforts to obtain such changes to the SNDA form attached hereto as Exhibit J as Tenant shall reasonably request.  If Landlord shall fail to obtain and deliver the SNDA within such forty-five (45) day period, Tenant shall have the right, as its sole and exclusive remedy, to terminate this Lease by giving written notice of Tenant’s desire to do so and, upon the giving of such notice, this Lease shall terminate without further liability or obligation on the part of either party unless, within five (5) Operating Days after Landlord receives such notice, Landlord shall obtain and deliver the SNDA to Tenant.

(b)Anything in this Article 17 to the contrary notwithstanding, this Lease shall not be subordinate to any future Underlying Lease or future mortgage, unless and until a SNDA, in substantially the form of Exhibit J attached hereto or in another form reasonably acceptable to Tenant and such Mortgagee and/or Overlandlord, and executed by such Mortgagee or Overlandlord, shall first be delivered to Tenant.  Landlord shall use reasonable efforts to obtain such changes to the SNDA form attached hereto as Exhibit J as Tenant shall reasonably request.

ARTICLE 18

CERTAIN ADDITIONAL TENANT COVENANTS

In addition to the covenants contained elsewhere in this Lease, Tenant covenants, during the Lease Term and for such further time as Tenant occupies any part of the Premises:

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(a)to pay when due all Annual Fixed Rent and Additional Rent and all charges for utility services rendered to the Premises and service inspections therefor and, as further Additional Rent, all charges for additional and special services rendered pursuant to Exhibit D;

(b)to keep the Premises equipped with all safety appliances (including without limitation fire extinguishers) required by law or ordinance or any other regulation of any public authority, to procure all licenses and permits so required because of any use made of the Premises or any portion thereof by Tenant, and, if reasonably requested by Landlord, to do any work so required because of such use, it being understood that the foregoing provisions shall not be construed to broaden in any way the uses to which Tenant is permitted to make of the Premises under the terms of this Lease;

(c)not to place a load upon any floor in the Premises exceeding the floor load per square foot of area which such floor was designed to carry and which is allowed by law; and not to move any safe, vault or other heavy equipment in, about or out of the Premises except in such manner and at such time as Landlord shall in each instance expressly authorize such authorization not to be unreasonably delayed or conditioned.  Tenant’s business machines and mechanical equipment shall be placed and maintained by Tenant at Tenant’s expense in settings reasonably sufficient to absorb and prevent vibration or noise that may be transmitted to the Building structure or to any other space in the Building;

(d)to pay promptly when due all taxes which may be imposed upon personal property (including, without limitation, fixtures and equipment) in the Premises by whomever assessed;

(e)to observe and comply with, and to cause its servants, employees, agents, visitors (while on the Property), licensees and sublessees to comply with, the Rules and Regulations set forth in Exhibit E hereto (as such rules and regulations may, from time to time, be amended in accordance with Section 20.13 hereof);

(f)to cause all of the windows in the Premises to be kept closed; to keep unobstructed at all times all of the vents, intakes, outlets and grills; and to comply with and observe all reasonable regulations and requirements prescribed by Landlord for the proper functioning of the heating, ventilating and air-conditioning system; and

(g)not to, either directly or indirectly (i) conduct business in the Premises in such a manner that would or may create or (ii) use any contractors and/or labor and/or materials if the use thereof, would or may create, any difficulty with other contractors and/or labor and/or materials engaged or used by Tenant or Landlord or others in the construction, maintenance and/or operation of the Building or any part thereof.  This provision shall apply prior to, as well as during, the Lease Term.

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ARTICLE 19

TENANT’S DEFAULT; LANDLORD’S REMEDIES

19.1TENANT’S DEFAULT.  This Lease and the Lease Term are subject to the limitation that Tenant shall be in default if, at any time during the Lease Term, any one or more of the following events (herein called an “Event of Default”) shall occur:

(a)if Tenant shall fail to pay any installment of the Annual Fixed Rent, or any Additional Rent, or any other charges for which provision is herein made, or any part thereof, when the same shall become due and payable and such failure shall continue for five (5) Operating Days after notice thereof from Landlord to Tenant (provided that if Tenant shall have failed to pay any such installment or other charge or portion thereof when the same becomes due and payable two times during any Lease Year and Landlord shall in each case have given Tenant notice of such failure, then after such second time it shall be an Event of Default in the event Tenant thereafter during such Lease Year fails to pay any such installment or other charge or portion thereof on the date the same becomes due and payable, without notice (or, in the case of other charges which are payable on or subsequent to demand, further notice) from Landlord); or

(b)if the Premises shall become abandoned and such abandonment continues for more than thirty (30) days after written notice from Landlord; provided that Tenant vacating the Premises shall not be construed as an abandonment as long as Tenant is using commercially reasonable efforts to secure and to maintain the Premises as usable office space in accordance the standards of first class office buildings in Manhattan; or

(c)if an assignment or subletting shall occur or if Tenant’s interest in this Lease shall devolve upon or pass to any person or entity, whether by operation of law or otherwise, and whether directly or indirectly, except as expressly permitted by Article 13 hereof, or

(d)if Tenant fails to maintain any of the insurance required to be maintained by Tenant hereunder or to deliver certificates thereof when required hereunder and Tenant fails to remedy such default within five (5) Operating Days after notice by Landlord to Tenant specifying such default; or

(e)Tenant shall fail to perform or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest in the Property, the health or safety of any person, the operation of the Building or any Building system, or the business operations of any occupant, and such failure continues for two (2) Operating Days after receipt of notice from Landlord to Tenant specifying such default; or

(f)if Tenant shall fail to perform or observe any other term, covenant, or condition of this Lease on the part of Tenant to be performed or observed and such failure shall continue for thirty (30) days after notice thereof from Landlord to Tenant, or, if said default shall reasonably require longer than thirty (30) days to cure, if Tenant shall fail to commence to cure said default within thirty (30) days after receipt of notice thereof and/or fail continuously to prosecute the curing of the same to completion with due diligence, and in any event within such

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period of time as will prevent Landlord from being subjected to the risk of criminal liability or termination of any Underlying Lease or foreclosure of any mortgage (provided Tenant has notice of any such mortgage or Underlying Lease); or

(g)if the estate hereby created shall be taken on execution or by other process of law; or

(h)(i)if Tenant shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(ii)if Tenant shall commence or institute any case, proceeding or other action (x) seeking relief on its behalf as debtor, or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (y) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; or

(iii)if Tenant shall make a general assignment for the benefit of creditors; or

(iv)if any case, proceeding or other action shall be commenced or instituted against Tenant (x) seeking to have an order for relief entered against it as debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (y) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, which either (1) results in any such entry of an order for relief, adjudication of bankruptcy or insolvency or such an appointment or the issuance or entry of any other order having a similar effect or (2) remains undismissed for a period of sixty (60) days; or

(v)if any case, proceeding or other action shall be commenced or instituted against Tenant seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its property which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or

(vi)if Tenant shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clauses (ii), (iii), (iv) or (v) above; or

(vii)if a trustee, receiver or other custodian is appointed for any substantial part of the assets of Tenant which appointment is not vacated or effectively stayed within seven (7) Operating Days; or

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(i)if Tenant fails, within five (5) Operating Days after notice by Landlord to Tenant requesting the same, to timely deliver a Replacement Letter in accordance with the terms of Section 20.22(a) hereof, or to timely increase the Letter as required in connection with any expansion of the Premises, or to restore the Letter to the face amount then required under Section 20.22(b) hereof after Landlord has drawn upon the Letter; or

(j)if any material representation or warranty made by Tenant herein or in any report, certificate, financial statement or other instrument, agreement or document furnished to Landlord shall have been false or misleading in any material respect as of the date the representation or warranty was made.

19.2TERMINATION.

(a)(i)If an Event of Default described in Section 19.1(h) hereof shall occur, or

(ii)if an Event of Default described in Sections 19.1(a),(b),(c),(d), (e), (f), (g), (i) or (j) shall occur and Landlord, at any time thereafter while such Event of Default shall then be continuing, at its option gives written notice to Tenant stating that this Lease and the Lease Term shall expire and terminate on the date specified in such notice, which date shall not be less than three (3) Operating Days after the giving of such notice, then this Lease and the Lease Term and all rights of Tenant under this Lease shall expire and terminate, as if the date on which the Event of Default described in clause (i) above occurred, or the date specified in the notice given pursuant to clause (ii) above, as the case may be, were the date herein definitely fixed for the expiration of the Lease Term (except that Tenant shall continue liable as hereinafter provided) and Tenant immediately shall quit and surrender the Premises.

(b)Anything contained herein to the contrary notwithstanding, if such termination shall be stayed by order of any court having jurisdiction over any proceeding described in Section 19.1(h) hereof, or by federal or state statute, then, following the expiration of any such stay, or if Tenant, or Tenant as debtor-in-possession or the trustee appointed in any such proceeding (being collectively referred to as “Tenant” only for the purposes of paragraphs (b) and (c) of this Section 19.2) shall fail to assume Tenant’s obligations under this Lease within the period prescribed therefor by law or within one hundred twenty (120) days after entry of the order for relief or as may be allowed by the court, or, if Tenant shall fail to provide adequate protection of Landlord’s right, title and interest in and to the Premises or adequate assurance of the complete and continuous future performance of Tenant’s obligations under this Lease, Landlord, to the extent permitted by law or by leave of the court having jurisdiction over such proceeding, shall have the right, at its election, to terminate this Lease on three (3) days notice to Tenant and upon the expiration of said three (3) day period this Lease shall cease and expire as aforesaid and Tenant shall immediately quit and surrender the Premises as aforesaid.  Upon the termination of this Lease provided above, Landlord, without notice, may re-enter and repossess the Premises using such force for that purpose as may be necessary without being liable to indictment, prosecution or damages therefor and may dispossess Tenant by summary proceedings or otherwise.

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(c)For the purposes of the preceding paragraph (b), adequate protection of Landlord’s right, title and interest in and to the Premises, and adequate assurance of the complete and continuous future performance of Tenant’s obligations under this Lease, shall include, without limitation, the following requirements:

(i)that Tenant comply with all of its obligations under this Lease;

(ii)that Tenant pay to Landlord, on the first day of each month occurring subsequent to the entry of such order, or the effective date of such stay, a sum equal to the amount by which the Premises diminished in value during the immediately preceding monthly period, but, in no event, an amount which is less than the aggregate rent payable for such monthly period;

(iii)that Tenant continue to use the Premises in the manner required by this Lease;

(iv)that Landlord be permitted to supervise the performance of Tenant’s obligations under this Lease;

(v)that Tenant pay to Landlord within thirty (30) days after entry of such order or the effective date of such stay, as partial adequate protection against future diminution in value of the Premises and adequate assurance of the complete and continuous future performance of Tenant’s obligations under this Lease, an additional security deposit in an amount equal to the Annual Fixed Rent then payable hereunder plus an amount equal to all Additional Rent payable to Landlord for the preceding calendar year;

(vi)that Tenant has and will continue to have unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that sufficient funds will be available to fulfill the obligations of Tenant under this Lease;

(vii)that if Tenant assumes this Lease and proposes to assign the same (pursuant to Title 11 U.S.C. § 365, or as the same may be amended) to any person who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to such court having competent jurisdiction over Tenant’s estate, then notice of such proposed assignment, setting forth (x) the name and address of such person, (y) all of the terms and conditions of such offer and (z) the adequate assurance to be provided Landlord to assure such person’s future performance under this Lease, including, without limitation, the assurances referred to in Title 11 U.S.C. § 365(b)(3), as it may be amended, shall be given to Landlord by Tenant no later than thirty (30) days after receipt by Tenant of such offer, but in any event no later than ten (10) days prior to the date that Tenant shall make application to such court for authority and approval to enter into each assignment and assumption, and Landlord shall thereupon have the prior right and option, to be exercised by notice to Tenant given at any time prior to the effective date of such proposed assignment, to accept, or to cause Landlord’s designee to accept, an assignment of this Lease upon the same terms and conditions and for the

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same consideration, if any, as the bona fide offer made by such person less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment of this Lease; and

(viii)that if Tenant assumes this Lease and proposes to assign the same (pursuant to Title 11 U.S.C. § 365, or as the same may be amended), and Landlord does not exercise its option pursuant to paragraph (vii) of this Section 19.2(c), Tenant hereby agrees that:

(A)  such assignee shall have a net worth not less than the net worth of Tenant as of the Commencement Date, or such Tenant’s obligations under this Lease shall be unconditionally guaranteed by a person having a net worth equal to Tenant’s net worth as of the Commencement Date;

(B)  such assignee shall not use the Premises except for general office purposes and subject to all the restrictions contained in Article 10 hereof;

(C)  such assignee shall assume in writing all of the terms, covenants and conditions of this Lease; and

(D)  in the event that the Annual Fixed Rent paid by such assignee is greater than the Annual Fixed Rent reserved hereunder, Tenant shall pay over to Landlord one-half of such difference; and

(E)  if such assignee makes a lump-sum payment to Tenant or Tenant’s trustee for the right to assume this Lease, Tenant or Tenant’s trustee shall pay over to Landlord one-half of such payment,

(d)If, at any time, (i) Tenant shall comprise two (2) or more persons, or (ii) Tenant’s obligations under this Lease shall have been guaranteed by any person other than Tenant, or (iii) Tenant’s interest in this Lease shall have been assigned, the word “Tenant”, as used in clause (h) of Section 19.1, shall be deemed to mean any one or more of the persons primarily or secondarily liable for Tenant’s obligations under the Lease.  Any monies received by Landlord from or on behalf of Tenant during the pendency of any proceeding of the types referred to in said clause (h) shall be deemed paid as compensation for the use and occupation of the Premises and the acceptance of any such compensation by Landlord shall not be deemed an acceptance of rent or a waiver on the part of Landlord of any rights under this Section.

(e)The provisions of subdivisions (b) through (d) of this Section 19.2 apply only in respect of the circumstances described in subsection 19.1(h) and as such are not intended to constitute modifications of any of the provisions of Article 13 except in such circumstances.

19.3RE-ENTRY; CONTINUED LIABILITY; RELETTING.

(a)If Tenant shall default in the payment of any installment of Annual Fixed Rent or any Additional Rent on any date on which the same becomes due and payable, and if such default shall continue for five (5) Operating Days after Landlord shall have given Tenant

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notice of such default, or if this Lease shall be terminated pursuant to or as provided in Section 19.2, Landlord and Landlord’s agents and employees may immediately or at any time thereafter re-enter the Premises, or any part thereof in the name of the whole, either by summary dispossess proceedings or by any suitable action or proceeding at law or otherwise, without being liable to indictment, prosecution or damages therefor, and may repossess the same, and may remove any persons therefrom, to the end that Landlord may have, hold, possess and enjoy the Premises again.

(b)If this Lease is terminated or if Landlord shall re-enter the Premises as aforesaid, or in the event of the termination of this Lease, or of re-entry, by or under any proceeding or action or any provision of law by reason of an Event of Default hereunder on the part of Tenant, Tenant covenants and agrees forthwith that,

(i)the Annual Fixed Rent (excluding however, the amount equal to the amount of Annual Fixed Rent which would have been payable during the rent concession period set forth in Section 5.5 if the Lease termination occurs after the end of the rent concession period) and Additional Rent shall become due thereupon and be paid by Tenant up to the time of such re-entry, dispossession and/or termination, together with such expenses as Landlord may reasonably and actually incur for legal expenses, attorneys’ fees and disbursements, brokerage, and/or putting the Premises in good order, or for preparing the same for reletting;

(ii)Landlord may relet the Premises or any part or parts thereof, either in the name of Landlord or otherwise (but shall have no obligation to do so), for a term or terms, which may at Landlord’s option be less than or exceed the period which would otherwise have constituted the balance of the Term of this Lease and may grant concessions or free rent;

(iii)Tenant or the legal representatives of Tenant shall also pay Landlord, as liquidated damages for the failure of Tenant to observe and perform Tenant’s covenants herein contained, amounts equal to the Annual Fixed Rent and Additional Rent which would have been payable by Tenant had this Lease not been so terminated, or had Landlord not so reentered the Premises, such payments to be made upon the due dates therefor specified herein following such termination or re-entry and continuing until the Expiration Date; provided, however, that if Landlord shall relet the Premises, Landlord shall credit Tenant, up to the amount due from Tenant, with the net rent received by Landlord for such reletting after deducting from the first installments of such rent received the reasonable and actual expenses incurred or paid by Landlord in terminating this Lease or in re-entering the Premises and in securing possession thereof, as well as the expenses of reletting, including legal expenses, attorneys’ fees and disbursements, brokerage commissions, alteration costs and other expenses reasonably and actually incurred by Landlord for keeping the Premises in good order or for preparing the same for reletting.  Any suit brought to collect the amount of the aforesaid damages for any month or months shall not prejudice in any way the rights of Landlord to collect the damages for any subsequent month or months by a similar proceeding.  Nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the Lease Term would have expired if it

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had not been so terminated under or pursuant to Section 19.2, or under any provision of law, or had Landlord not re-entered the Premises.

(c)The terms “re-enter” and “re-entry,” as used herein, are not limited to their technical legal meanings.

19.4LIQUIDATED DAMAGES.  Landlord may elect, as an alternative to the damages and charges provided for in Section 19.3(b)(iii), and in lieu of all other such damages thereafter accruing, to have Tenant pay the liquidated damages provided for below, which election may be made by notice given to Tenant at any time after the termination of this Lease under or pursuant to Section 19.2, above, and whether or not Landlord shall have collected any damages as hereinabove provided in Section 19.3.  Upon such notice, Tenant shall promptly pay to Landlord, as liquidated damages, in addition to any damages collected or due from Tenant from any period prior to such notice, such a sum as at the time of such notice represents the amount of the excess, if any, of (i) the discounted present value, at a discount rate of six percent (6%), of the Annual Fixed Rent, Additional Rent and other charges which would have been payable by Tenant under this Lease for the remainder of the Lease Term if Tenant had fulfilled all of its obligations hereunder, over and above (ii) the discounted present value, at a discount rate of six percent (6%), of the Annual Fixed Rent, Additional Rent and other charges that would be received by Landlord (after deducting all reasonably estimated costs of reletting, including, without limitation, brokerage fees, advertising, required tenant improvements and concessions and attorneys’ fees) if the Premises were relet at the time of such notice for the remainder of the Lease Term at the fair rental value thereof at the time of such notice.

For the purposes of this Article, if Landlord elects to require Tenant to pay liquidated damages in accordance with this Section 19.4, (a) the total rent shall be computed by assuming Tenant’s Share of Taxes and Operating Expenses under Article 6 to be the same as were payable for the twelve (12) calendar months (or if fewer than twelve calendar months shall have elapsed since the date hereof, for the partial year, but annualized) immediately preceding such termination or re-entry, and (b) if the Premises or any part thereof shall have been relet by Landlord for the unexpired portion of the Lease Term, or any part thereof, before presentation of proof of such damages to any court, commission or tribunal, the amount of rent received upon such reletting shall be prima facie evidence of the fair rental value of the Premises, or part thereof, so relet during the term of such reletting.

19.5RIGHTS IN THE EVENT OF TENANT’S BANKRUPTCY.  Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain, in proceedings for the termination of this Lease by reason of bankruptcy or insolvency, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damages referred to above.

19.6WAIVER OF REDEMPTION, ETC.

(a)Tenant, for itself and any and all persons claiming through or under Tenant, including its creditors, upon the termination of this Lease or expiration of the Lease Term in accordance with the terms hereof, or in the event of entry of judgment for the

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recovery of the possession of the Premises in any action or proceeding, or if Landlord shall reenter the Premises by process of law or otherwise, hereby waives any right of redemption provided or permitted by any statute, law or decision now or hereafter in force, and does hereby waive, surrender and give up all rights or privileges which it or they may or might have under and by reason of any present or future law or decision, to redeem the Premises or for a continuation of this Lease for the Term of this Lease after having been dispossessed or ejected therefrom by process of law, or otherwise.

(b)If Tenant is in arrears in the payment of Annual Fixed Rent or Additional Rent, Tenant waives its right, if any, to designate the item against which any payments made by Tenant are to be credited and Tenant agrees that Landlord may apply any payment made by Tenant to any then or past due items as Landlord may see fit, irrespective of and notwithstanding any designation or request by Tenant as to the items against which any such payment shall be credited.

(c)Landlord and Tenant hereby waive trial by jury in any action, proceeding or counterclaim brought by either against the other on any matter whatsoever arising out of or in any way connected with the Lease, the relationship of Landlord and Tenant and Tenant’s use or occupancy of the Premises or any other claim (other than claim for personal injuries or property damage).  It is further mutually agreed that if Landlord commences any summary proceedings for non-payment of rent, Tenant will not interpose and does hereby waive the right to interpose any counterclaim of whatever nature or description in such proceeding (other than mandatory counterclaims).

19.7ADDITIONAL RIGHTS OF LANDLORD.

(a)In the event of a breach or threatened breach by Tenant of any of its obligations under this Lease, Landlord shall also have the right to obtain an injunction.  The remedies to which Landlord may resort under this Lease are cumulative (except as otherwise expressly limited pursuant to the terms of this Lease) and are not intended to be exclusive of any other remedies to which Landlord may be lawfully entitled at any time and Landlord may invoke any remedies allowed at law or in equity as if specific remedies were not provided for herein.

(b)In the event of a breach or threatened breach by Landlord of any of its obligations under this Lease, Tenant shall also have the right to obtain an injunction.  The remedies to which Tenant may resort under this Lease are cumulative (except as otherwise expressly limited pursuant to the terms of this Lease) and are not intended to be exclusive of any other remedies to which Tenant may be lawfully entitled at any time and Tenant may invoke any remedies allowed at law or in equity as if specific remedies were not provided for herein.

(c)If this Lease shall terminate under or pursuant to Section 19.2, or if Landlord shall re-enter the Premises under the provisions of this Article, or in the event of the termination of this Lease, or of re-entry by or under any summary dispossess or other proceeding or action or any provision of law by reason of Tenant’s default hereunder, Landlord shall be entitled to retain all moneys, if any, paid by Tenant to Landlord, whether as advance rent, security or otherwise, but such moneys shall be credited by Landlord against any Annual Fixed

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Rent or Additional Rent due from Tenant at the time of such termination or re-entry or, at Landlord’s option, against any damages payable by Tenant under this Article or pursuant to law.

19.8LANDLORD’S DEFAULT.  Landlord shall in no event be in default in the performance of any of Landlord’s obligations hereunder unless and until (i) Landlord shall have failed to perform such obligations within thirty (30) days (or, if an obligation is such that it cannot be performed within thirty (30) days, Landlord shall have failed to commence with reasonable diligence performance of the same within such thirty (30) day period) after notice by Tenant to Landlord specifying wherein Landlord has failed to perform any such obligation, and (ii) Tenant has given notice to all parties as required under Section 17.2 hereof and such parties have not commenced the performance of such obligations within the time provided in Section 17.2.

19.9FEES.  If, for any reason, any suit (or arbitration in such instances as permitted under this Lease) is initiated between Landlord and Tenant to interpret or enforce any provision of this Lease, the prevailing party in such suit (or arbitration) shall be entitled to recover from the other party its legal costs, expert witness expenses, and reasonable attorneys’ fees, as fixed by the court (or arbitrator).  Landlord shall be entitled to recover all reasonable costs and expenses, reasonable attorneys’ fees and disbursements and other fees incurred by Landlord in connection with the preservation and enforcement of Landlord’s rights and remedies in connection with the Lease (i) if a default by Tenant shall have occurred, regardless of whether any proceeding to enforce this Lease has been commenced or (ii) in the event of any voluntary or involuntary bankruptcy case, proceeding or action by or on behalf of Tenant, including, without limiting the generality of the foregoing, any and all expenses and attorneys’ fees incurred by Landlord related to (A) the assumption or rejection of this Lease, including attempts by Tenant to extend any deadlines related to such assumptions or rejections, (B) the filing of proof(s) of claim by Landlord, and any defense of such proof(s) of claim, (C) the assignment of this Lease and/or (D) the reorganization or liquidation of Tenant.

ARTICLE 20

MISCELLANEOUS

20.1WAIVER.  Failure on the part of Landlord or Tenant to complain of any action or non-action on the part of the other, no matter how long the same may continue, shall never be a waiver by Tenant or Landlord, respectively, of any of the other’s rights hereunder.

Further, no waiver at any time of any of the provisions hereof by Landlord or Tenant shall be construed as a waiver of any of the other provisions hereof, and a waiver at any time of any of the provisions hereof shall not be construed as a waiver at any subsequent time of the same provisions.  The consent or approval of Landlord or Tenant to or of any action by the other requiring such consent or approval shall not be construed to waive or render unnecessary Landlord’s or Tenant’s consent or approval to or of any subsequent similar act by the other.

No payment by either party, or acceptance by the other party, of a lesser amount than shall be due from the party obligated to make the payment shall be treated otherwise than as a payment on account.  The acceptance by a party of a check for a lesser amount with an

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endorsement or statement thereon, or upon any letter accompanying such check, that such lesser amount is payment in full, shall be given no effect, and the recipient may accept such check without prejudice to any other rights or remedies which the recipient party may have against the party obligated to make the payment .  Further, the acceptance by Landlord of Annual Fixed Rent, Additional Rent or any other charges paid by Tenant under this Lease shall not be or be deemed to be a waiver by Landlord of any default by Tenant, whether or not Landlord knows of such default, except for such defaults as to which such payment relates and then only to the extent of the amount of such payment.  If Landlord and Tenant shall now or hereafter enter into any agreement for the renewal of this Lease at the expiration of the Lease Term, the execution of such renewal agreement between Landlord and Tenant prior to the expiration of the Lease Term shall not be considered a vested right in Tenant to such further term so as to prevent Landlord from terminating this Lease and any such extension or renewal thereof if Landlord became entitled so to do during the remainder of the original Lease Term; and if Landlord shall so terminate this Lease, any such renewal or extension previously entered into between Landlord and Tenant or the right of Tenant to any such renewal or extension shall also be terminated thereby.  Any right herein contained on the part of Landlord to terminate this Lease shall continue during any extension or renewal hereof and any default or Event of Default which occurs and is not cured prior to the commencement of a renewal term or extension of the Lease Term shall continue as such in and during such renewal term or extension of the Lease Term.

20.2CONSENTS; ARBITRATION.

(a)Wherever in this Lease Landlord’s consent or approval is required and Landlord has expressly agreed in writing that such consent or approval shall not be unreasonably withheld, if Landlord shall refuse such consent or approval Tenant in no event shall be entitled to and shall not make any claim, and Tenant hereby waives any claim, for money damages (nor shall Tenant claim any money damages by way of set-off, counterclaim or defense) based upon any assertion by Tenant that Landlord unreasonably withheld or unreasonably delayed its consent or approval.  Subject to the provisions of Sections 20.2(b) and (c) below, Tenant’s sole remedy in such circumstance shall be an action or proceeding to enforce any such provision by way of specific performance, injunction or declaratory judgment.  Where Landlord has not so expressly agreed in writing, it is the express intent of the parties that any such consent shall be given or required only in the sole, absolute and unfettered discretion of Landlord, and may be withheld for any reason whatsoever.

(b)If there is a dispute between Landlord and Tenant as to the reasonableness of Landlord’s refusal to (1) consent to a subletting or assignment under Section 13.5 or Section 13.6 of this Lease or (2) approve plans and specifications submitted for work to be performed by Tenant in the Premises under Section 8.1(e) and/or Exhibit C, and in either event the applicable provisions of this Lease expressly require that Landlord not unreasonably withhold its consent or approval, then Tenant may, at its option, as its sole and exclusive remedy, within thirty (30) days after notice of the withholding of consent or approval has been given by Landlord to Tenant (time of the essence), submit such dispute to arbitration in the City of New York under the Expedited Procedures provisions of the Commercial Arbitration Rules of the AAA; provided, however, that with respect to any such arbitration, (i) the arbitrator shall have no right to award damages, (ii) the arbitrator shall have no power to vary or modify the provisions of this Lease and jurisdiction is limited accordingly, (iii) the decision and award of the arbitrator shall be final

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and conclusive on the parties, (iv) each party shall bear the expense of its own counsel and witnesses in connection with such arbitration, and (v) all fees payable to the AAA for services rendered in connection with the resolution of the dispute shall be paid by the unsuccessful party.

(c)If the applicable provisions of this Lease expressly require that Landlord not unreasonably withhold its consent or approval and the determination of any such arbitration pursuant to paragraph (b) above shall be that Landlord was unreasonable in refusing to (1) give approval under Section 13.5 or Section 13.6 of this Lease or (2) approve plans and specifications submitted for work to be performed by Tenant in the Premises under Section 8.1(e) and/or Exhibit C, Tenant’s sole remedy arising out of such arbitrator’s determination shall be to proceed on the basis that the requested consent or approval has been given.

20.3QUIET ENJOYMENT.  Landlord agrees that so long as an Event of Default shall not have occurred and then be continuing, Tenant shall and may peaceably hold and enjoy the Premises during the term of this Lease, without interruption or disturbance from Landlord or persons claiming through or under Landlord, subject, however, to the terms of this Lease and to the terms and conditions of all Underlying Leases and all mortgages which now or hereafter affect the Premises and the terms of any SNDA in effect.  This covenant shall be construed as running with the Land to and against subsequent owners and successors in interest, and is not, nor shall it operate or be construed as, a personal covenant of Landlord, except to the extent of Landlord’s interest in the Land and Building, and this covenant and any and all other covenants of Landlord contained in this Lease shall be binding upon Landlord and upon such subsequent owners and successors in interest of Landlord’s interest under this Lease, to the extent of their respective interests in the Land and Building, as and when they shall acquire same and then only for so long as they shall retain such interest.

20.4SURRENDER.

(a)No act or thing done by Landlord during the Lease Term shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid, unless in writing signed by Landlord.  No employee of Landlord or of Landlord’s agents shall have any power to accept the keys of the Premises prior to the termination of this Lease; provided, however, that the foregoing shall not apply to the delivery of keys to Landlord or its agents in its (or their) capacity as managing agent or for purpose of emergency access.  In any event, however, the delivery of keys to any employee of Landlord or of Landlord’s agents shall not operate as a termination of this Lease or a surrender of the Premises.

(b)Upon the expiration or earlier termination of the Lease Term, or upon any re-entry by Landlord of the Premises, Tenant shall quit and surrender the Premises to Landlord vacant, broom clean and in good order, condition and repair, except for ordinary wear and tear, damage by fire or other casualty, if any, and other conditions requiring repair, if any, which are not the obligation of Tenant to repair under the terms of this Lease, and Tenant shall remove all of Tenant’s Property therefrom and shall restore the Premises to the extent required under any of the other provisions of this Lease.  Tenant shall repair any damage to the Premises occasioned by the removal by Tenant or any person claiming under Tenant of any of Tenant’s Property and any Specialty Alterations required to be removed pursuant to this Lease.  Tenant’s obligations pursuant to this paragraph shall survive the expiration or sooner termination of the

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Lease Term.  Tenant expressly waives, for itself and for anyone claiming through or under Tenant, any rights which Tenant may have under the provisions of Section 2201 of the New York Civil Practice Law and Rules and of any successor law of like import then in force in connection with any holdover summary proceedings which Landlord may institute to enforce the foregoing provisions of this paragraph.

20.5BROKER.

(a)Tenant warrants and represents to Landlord that Tenant has not dealt with any broker in connection with the consummation of this Lease other than the brokers, persons or firms designated in Section 1.2 hereof; and in the event any claim is made against Landlord by any other broker or agent alleging dealings with Tenant in connection with the consummation of this Lease, Tenant shall defend Landlord against such claim, using counsel approved by Landlord, such approval not to be unreasonably withheld, and save harmless and indemnify Landlord on account of any loss, cost, damage and expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may be actually suffered or incurred by Landlord by reason of such claim.  Landlord agrees that it shall be solely responsible for the payment of brokerage commissions to the brokers, persons or firms designated in Section 1.2 hereof.  The foregoing warranty, representation and indemnity shall not apply to any affiliates, agents or employees of Landlord working for Landlord in a brokerage capacity.

(b)Landlord warrants and represents to Tenant that Landlord has not dealt with any broker in connection with the consummation of this Lease other than the brokers, persons or firms designated in Section 1.2 hereof; and in the event any claim is made against Tenant by any other broker or agent alleging dealings with Landlord in connection with the consummation of this Lease, Landlord shall defend Tenant against such claim, using counsel approved by Tenant, such approval not to be unreasonably withheld, and save harmless and indemnify Tenant on account of any loss, cost, damage and expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may be actually suffered or incurred by Tenant by reason of such claim.

20.6INVALIDITY OF PARTICULAR PROVISIONS.  If any term or provision of this Lease, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.

20.7PROVISIONS BINDING, ETC.  The obligations of this Lease shall run with the Land, and except as herein otherwise provided, the terms hereof shall be binding upon and shall inure to the benefit of the successors and assigns, respectively, of Landlord and Tenant and, if Tenant shall be an individual, upon and to his heirs, executors, administrators, successors and assigns.  Each term and each provision of this Lease to be performed by Landlord and Tenant shall be construed to be both a covenant and a condition.  The reference contained herein to successors and assigns of Tenant is not intended to constitute a consent to assignment by Tenant, but has reference only to those instances in which Landlord may hereafter give consent to a particular assignment as required by the provisions of Article 13 hereof, and to those instances in

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which Tenant may assign this Lease without Landlord’s consent in accordance with the provisions of Article 13 hereof.

20.8NO RECORDING.  Tenant agrees not to record this Lease (whether directly or indirectly), or a memorandum or short form of this Lease or any other document related thereto.

20.9NOTICES.  Whenever, by the terms of this Lease, any notice, demand, request, approval, consent or other communication (each of which shall be referred to as a “notice”) shall or may be given either to Landlord or to Tenant, such notice shall be in writing and shall be deemed sufficiently given or rendered if (i) hand delivered, or (ii) sent by reputable overnight delivery service, such as UPS or FedEx, as follows:

(i)If intended for Landlord, addressed to Landlord at the Present Mailing Address of Landlord set forth on the first page of this Lease (or to such other address or addresses as may from time to time hereafter be designated by Landlord by like notice), Attention:  Robert E. Selsam, with a copy to:

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, MA 02111

Attention:  Stuart A. Offner, Esq.

(ii)If intended for Tenant, addressed to Tenant at the Present Mailing Address of Tenant set forth on the first page of this Lease until the date that Tenant occupies the Premises for the conduct of its business, and thereafter at the Premises, Attention:  Marran H. Ogilvie, Esq., with a copy to:

Stroock & Stroock & Lavan LLP

180 Maiden Lane

New York, NY 10038

Attention:  Jacob Bart, Esq.

In no event shall the validity of any notice actually given to Landlord or Tenant be affected by any failure to deliver copies of such notices to counsel as hereinabove provided.  A notice shall be deemed to have been given:  in the case of hand delivery, at the time of delivery; in the case of overnight delivery, one (1) OperatingDay after the date so dispatched.  Any notice to be given by any party may be given by such party’s attorney.

20.10WHEN LEASE BECOMES BINDING.  Employees or agents of Landlord have no authority to make or agree to make a lease or any other agreement or undertaking in connection herewith.  The submission of this document for examination and negotiation does not constitute an offer to lease, or a reservation of, or option for, the Premises, and this document shall become effective and binding only upon the execution and delivery hereof by both Landlord and Tenant.  All negotiations, considerations, representations and understandings between Landlord and Tenant are incorporated herein and may be modified or altered only by written agreement between Landlord and Tenant, and no act or omission of any employee or agent of Landlord shall alter, change or modify any of the provisions hereof.

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20.11HEADINGS.  The Article and Section headings throughout this Lease and the Table of Contents hereof are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Lease.

20.12SUSPENSION OF SERVICES.  Landlord reserves the right to interrupt, curtail or suspend the services required to be furnished by Landlord under Section 7.3 and Exhibit D when the necessity therefor arises by reason of accident, repairs, emergency, mechanical breakdown or governmental preemption or restriction, or when required by any law, order or regulation of any Federal, State, County or municipal authority, or as the result of the making by Landlord of any additions, improvements or installations in the Building or for any cause beyond the reasonable control of Landlord.  Landlord shall use reasonable diligence to complete all required repairs or other necessary work as quickly as reasonably possible so that Tenant’s inconvenience resulting therefrom may be for as short a period of time as circumstances will reasonably permit.  Except as otherwise expressly set forth in this Lease, no diminution or abatement of rent or other compensation shall or will be claimed by Tenant as a result of, nor shall this Lease or any of the obligations of Tenant be affected or reduced by reason of, any such interruption, curtailment or suspension.

20.13RULES AND REGULATIONS.

(a)Landlord shall have the right, from time to time during the term of this Lease, to make changes in, and additions to, the rules and regulations set forth in Exhibit E provided that such changes or additions

(i)shall be similar to rules and regulations of comparable first-class office buildings,

(ii)shall not apply to matters other than matters similar to those covered in the rules and regulations set forth in Exhibit E, and

(iii)do not unreasonably interfere with the use of the Premises by Tenant.

Said rules and regulations, as changed in accordance with this Section from time to time, are hereinafter called the “Rules and Regulations”.

(b)The right to dispute the reasonableness of any change in the Rules and Regulations upon Tenant’s part shall be deemed waived unless the same is asserted by service of a notice upon Landlord within thirty (30) days after notice is given to Tenant of the adoption of any such change.  Any additional Rules and Regulations shall not materially increase Tenant’s obligations under this Lease nor materially reduce Tenant’s rights under this Lease

(c)If Tenant’s use and occupancy of the Premises is unreasonably interfered with by any violation of the Rules and Regulations by one or more tenants in the Building then Landlord shall use commercially reasonable efforts to enforce such Rules or Regulations against such other tenant or tenants, as applicable. Subject to the foregoing,

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Landlord shall not be liable to Tenant for violation of the Rules and Regulations or of any other lease by other tenants or occupants of the Building, or their servants, agents, visitors or licensees.  Except as aforesaid, nothing in this Lease shall be construed to impose upon Landlord any duty or obligation to enforce the Rules and Regulations or terms, covenants or conditions in any other lease against any other tenant.  Notwithstanding the foregoing, Landlord shall not enforce against Tenant any Rules and Regulations which Landlord shall not then be enforcing generally against a majority of the other tenants of the Building.

20.14DEVELOPMENT RIGHTS.  Tenant hereby expressly and irrevocably waives any and all right(s) it may have in connection with any zoning lot merger or transfer of development rights with respect to the Premises including, without limitation, any rights it may have to be a party to, to contest, or to execute, any Declaration of Restrictions (as such term is defined in Section 12-10 of the Zoning Resolution of the City of New York effective December 15, 1961 and as subsequently amended) with respect to the Premises, which would cause the Premises to be merged with or unmerged from any other zoning lot pursuant to such Zoning Resolution or to any document of a similar nature and purpose, and Tenant agrees that this Lease shall be subject and subordinate to any Declaration of Restrictions or any other document of similar nature and purpose now or hereafter affecting the Property.  In confirmation of such subordination and waiver, Tenant shall execute and deliver promptly any certificate or instrument that Landlord reasonably may request.

20.15ESTOPPEL CERTIFICATES.  Each party agrees, at any time and from time to time, as reasonably requested by the other party, upon not less than ten (10) days’ prior notice, to execute and deliver to the other a written certified statement executed and acknowledged by an appropriate individual representing such party (a) stating that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the then Annual Fixed Rent and Additional Rent, (c) setting forth the date to which the Annual Fixed Rent, Additional Rent and other charges, if any, have been paid, (d) stating whether or not, to the best knowledge of the signatory, the other party is in default under this Lease, and if so, setting forth the specific nature of all such defaults, (e) stating the amount of the security deposit, if any, held by Landlord under this Lease, (f) stating whether there are any subleases affecting the Premises, (g) stating the address of the person to which all notices and communication under this Lease shall be sent, (h) stating the Commencement Date(s), the Rent Commencement Date(s) and the Expiration Date, (i) if applicable, stating whether or not there are any amounts of contribution by Landlord towards the cost of Tenant’s work not yet advanced to Tenant, (j) stating what portion of the Premises Tenant is in possession and occupancy of pursuant to this Lease, (k) if applicable, whether all work required to be completed by Landlord in connection with preparing the Premises for Tenant’s initial occupancy has been completed by Landlord, and (l) as to any other matters reasonably requested by the party requesting such certificate.  The parties acknowledge that any statement delivered pursuant to this Section 20.15 may be relied upon by others with whom the party requesting such certificate may be dealing, which may, for Landlord, include, without limitation, any purchaser or owner of the Land or the Building, or of Landlord’s interest (directly or indirectly) in the Land or the Building or any Underlying Lease, or by any Mortgagee or Overlandlord, or by any purchaser of the interest of any Mortgagee or Overlandlord (directly or indirectly) in the Land or the Building, or by any prospective or actual sublessee of the Premises or assignee of this Lease, or permitted transferee of or successor to Tenant.  Together with its response to each such request hereunder, Tenant shall provide to

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Landlord a similar written statement certified to Landlord with respect to each sublease or other occupancy agreement from every subtenant and other occupant of the Premises.

20.16SELF-HELP.  If Tenant shall at any time fail to make any payment or perform any act which Tenant is obligated to make or perform under this Lease, then Landlord, may, but shall not be obligated so to do, after notice and expiration of the applicable cure period, or without notice to or demand upon Tenant in the case of any emergency, and without waiving or releasing Tenant from any obligations of Tenant in this Lease contained, make such payment or perform such act which Tenant is obligated to make or perform under this Lease in such manner and to such extent as Landlord shall reasonably determine, and, in exercising any such rights, pay any reasonably necessary and incidental costs and expenses, employ counsel and incur and pay reasonable attorneys’ fees.  All sums so paid by Landlord and all reasonable and necessary costs and expenses of Landlord incidental thereto, together with interest thereon at the Lease Interest Rate, shall be deemed to be Additional Rent and, except as otherwise in this Lease expressly provided, shall be payable to Landlord within thirty (30) days after demand, and Tenant covenants to pay any such sum or sums with interest as aforesaid, and Landlord shall have (in addition to any other right or remedy of Landlord) the same rights and remedies in the event of the nonpayment thereof by Tenant as in the case of default by Tenant in the payment of Annual Fixed Rent.

20.17HOLDING OVER.  If Tenant remains in possession of the Premises after the expiration or other termination of the Lease Term, then, at Landlord’s option, Tenant shall be deemed to be occupying the Premises as a month-to-month tenant only, at a monthly rental equal to (a) during the first month of any such holding over, one hundred fifty percent (150%) of the greater of (x) the Annual Fixed Rent and any Additional Rent payable hereunder during the last month of the Lease Term and (y) the then current market rent for the Premises, and (b) thereafter, two hundred percent (200%) of the greater of (x) the Annual Fixed Rent and any Additional Rent payable hereunder during the last month of the Lease Term and (y) the then current market rent for the Premises, and otherwise on the terms and conditions set forth in this Lease, as far as applicable.  Tenant shall also pay all Additional Rent payable under the terms of this Lease, prorated for each month during which Tenant remains in possession.  Such month-to-month tenancy may be terminated by Landlord or Tenant, effective as of the last day of any calendar month by delivery to the other of notice of such termination prior to the first day of such calendar month.  Landlord waives no rights against Tenant by reason of accepting any holding over by Tenant and Tenant shall defend, indemnify and hold Landlord harmless from and against any and all claims, losses and liabilities for damages resulting from failure to surrender possession upon the Expiration Date, including, without limitation, any claims made by any succeeding tenant and any lost profits, and such obligations shall survive the expiration or sooner termination of this Lease.  Notwithstanding the foregoing, provided that Tenant does not hold over in the Premises for more than one (1) month, Landlord hereby waives the right to proceed against Tenant for any claims made by any succeeding tenant, any lost profits and any other consequential damages relating to or arising from such one (1) month period; it being the intended that if Tenant holds over for more than one (1) month, Tenant shall be liable for any claims made by any succeeding tenant, any lost profits and any other consequential damages from the commencement of such holdover.  The provisions of this Section 20.17 shall not in any way be deemed to (i) permit Tenant to remain in possession of the Premises after the Expiration Date or sooner termination of this Lease, or (ii) imply any right of Tenant to use or occupy the

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Premises upon expiration or termination of this Lease and the Lease Term, and no acceptance by Landlord of payments from Tenant after the Expiration Date or sooner termination of the Lease Term shall be deemed to be other than on account of the amount to be paid by Tenant in accordance with the provisions of this Section 20.17.  Tenant’s obligations under this Section 20.17 shall survive the expiration or earlier termination of this Lease.

20.18RENT CONTROL.  If any of the Annual Fixed Rent or Additional Rent payable under the terms and provisions of this Lease shall be or become uncollectible, reduced or required to be refunded because of the laws and requirements of any public authorities, Tenant shall enter into such agreement(s) and take such other steps (without additional expense to Tenant) as Landlord may reasonably request and as may be legally permissible to permit Landlord to collect the maximum rents which from time to time during the continuance of such legal rent restriction may be legally permissible (and not in excess of the amounts reserved therefor under this Lease).  Upon the termination of such legal rent restriction, (a) the rent shall become and thereafter be payable in accordance with the amounts reserved herein for the periods following such termination and (b) Tenant shall pay to Landlord, to the maximum extent legally permissible, an amount equal to (i) the rent which would have been paid pursuant to this Lease but for such legal rent restriction, less (ii) the rent actually paid by Tenant during the period such legal rent restriction was in effect.

20.19COUNTERPARTS.  This Lease may be executed in several counterparts, each of which shall be deemed an original, and such counterparts together shall constitute but one and the same instrument.

20.20ENTIRE AGREEMENT.  This Lease (including the Exhibits attached hereto) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior dealings between them with respect to such subject matter, and there are no verbal or collateral understandings, agreements, representations or warranties not expressly set forth in this Lease.  No subsequent alteration, amendment, change or addition to this Lease shall be binding upon Landlord or Tenant, unless reduced to writing and signed by the party or parties to be charged therewith.

20.21NO PARTNERSHIP.  The relationship of the parties hereto is that of landlord and tenant and no partnership, joint venture or participation is hereby created.

20.22SECURITY DEPOSIT.

(a)Upon execution by Tenant of this Lease, Tenant shall furnish to Landlord, at Tenant’s sole cost and expense, a clean, irrevocable and unconditional letter of credit (the “Letter of Credit”), substantially in the form attached hereto as Exhibit F, drawn in favor of Landlord on a bank with offices in Manhattan which has a financial strength rating of A or better by A.M. Best.  Landlord hereby acknowledges that, as of the date of this Lease, Bayerische Hypo- und Vereinsbank AG, satisfies the foregoing requirements.  The Letter of Credit shall have a face amount equal to the amount of the Security Deposit and shall be assignable, upon request, to any Overlandlord, Mortgagee or successor to Landlord at no additional charge.  Tenant shall, not later than sixty (60) days prior to the expiration of the term of the Letter of Credit or any replacement thereof, deliver to Landlord a replacement letter of credit (a

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“Replacement Letter”), such that the Letter of Credit or a Replacement Letter shall be in effect at all times after the date of this Lease until sixty (60) days beyond the end of the Lease Term, and any extensions or renewals thereof, and thereafter so long as Tenant is in occupancy of any part of the Premises.  Any Replacement Letter shall be in a face amount at least equal to the Security Deposit then required hereunder.  The Letter of Credit and any Replacement Letter are herein sometimes referred to simply as a “Letter”.  If Tenant fails to deliver to Landlord a Replacement Letter within the time limits set forth in this paragraph (a), and such failure shall continue for five (5) Operating Days after notice thereof shall have been given by landlord to Tenant, Landlord may draw down the full amount of the existing Letter without further notice or demand and retain the proceeds thereof as substitute security, subject to the provisions of paragraph (b) below.

(b)During the Lease Term, and thereafter so long as Tenant is in occupancy of any part of the Premises, Landlord shall hold the Letter as security for the performance by Tenant of all obligations on the part of Tenant hereunder.  If Tenant defaults in respect of any of Tenant’s obligations hereunder after notice and expiration of any applicable cure period, including but not limited to payment of Annual Fixed Rent or Additional Rent, or if Tenant remains in occupancy of any part of the Premises beyond the expiration of the Lease Term, Landlord shall have the right from time to time, without notice and without prejudice to any other remedy Landlord may have on account thereof, and upon presentation of a certificate of demand, to draw upon any Letter and apply any funds so drawn to Landlord’s damages arising from, or to cure, any default by Tenant, whether such damages accrue before or after summary proceedings or other reentry by Landlord.  If Landlord shall so apply any funds, Tenant shall within five (5) Operating Days after demand by Landlord restore the Letter to the face amount required under paragraph (a) above.  If after the expiration of the Lease Term (or the applicable extension or renewal period, if any), Tenant has vacated the Premises and there then exists no default by Tenant in any of the terms or conditions hereof (other than a default which is de minimis), Landlord shall return the Letter, or, if applicable, the remaining proceeds thereof, to Tenant.  If Landlord conveys Landlord’s interest under this Lease, any Letter or, if applicable, the proceeds thereof, shall be turned over and assigned by Landlord to Landlord’s grantee (or, at Landlord’s election, Tenant shall furnish Landlord’s successor with a new Replacement Letter showing such successor as payee, provided that the original Letter then outstanding shall be simultaneously returned to Tenant).  From and after any such transfer, assignment or return, Tenant agrees to look solely to such grantee for proper application of the funds in accordance with the terms of this Section and the return thereof in accordance herewith. No Overlandlord or Mortgagee shall be responsible to Tenant for the return or application of any such Letter, or, if applicable, the proceeds thereof, whether or not it succeeds to the position of Landlord hereunder, unless such Letter shall have been received in hand by, and assigned to, such Overlandlord or Mortgagee.

(c)For purposes hereof, “Reduction Date” shall mean each of the third (3rd) through the twelfth (12th) anniversaries of the 19th Floor Commencement Date, and “Reduction Period” shall mean each Reduction Date plus the thirty (30) day period following such Reduction Date.  Provided that: (1) during the applicable Reduction Period, no Event of Default (or any monetary default of which Landlord has given Tenant notice) shall exist; and (2) during the applicable Reduction Period, Tenant’s chief financial officer shall certify in writing to Landlord

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that, as of the applicable Reduction Date, Tenant is managing at least Five Billion and 00/100 Dollars ($5,000,000,000.00) of investment funds for a market-based fee; then Tenant shall have the right during each Reduction Period to reduce the amount of the Security Deposit (by delivery of a Replacement Letter or an amendment to the existing Letter) as follows:

(i)During the first (1st) Reduction Period, to an amount equal to eleven (11) months of Annual Fixed Rent calculated at the initial rate of Annual Fixed Rent applicable to each portion of the then current Premises;

(ii)During the second (2nd) Reduction Period, to an amount equal to ten (10) months of Annual Fixed Rent calculated at the initial rate of Annual Fixed Rent applicable to each portion of the then current Premises;

(iii)During the third (3rd) Reduction Period, to an amount equal to nine (9) months of Annual Fixed Rent calculated at the initial rate of Annual Fixed Rent applicable to each portion of the then current Premises;

(iv)During the fourth (4th) Reduction Period, to an amount equal to eight (8) months of Annual Fixed Rent calculated at the initial rate of Annual Fixed Rent applicable to each portion of the then current Premises;

(v)During the fifth (5th) Reduction Period, to an amount equal to seven (7) months of Annual Fixed Rent calculated at the initial rate of Annual Fixed Rent applicable to each portion of the then current Premises;

(vi)During the sixth (6th) Reduction Period, to an amount equal to six (6) months of Annual Fixed Rent calculated at the initial rate of Annual Fixed Rent applicable to each portion of the then current Premises;

(vii)During the seventh (7th) Reduction Period, to an amount equal to five (5) months of Annual Fixed Rent calculated at the initial rate of Annual Fixed Rent applicable to each portion of the then current Premises;

(viii)During the eighth (8th) Reduction Period, to an amount equal to four (4) months of Annual Fixed Rent calculated at the initial rate of Annual Fixed Rent applicable to each portion of the then current Premises;

(ix)During the ninth (9th) Reduction Period, to an amount equal to three (3) months of Annual Fixed Rent calculated at the initial rate of Annual Fixed Rent applicable to each portion of the then current Premises; and

(x)During the tenth (10th) Reduction Period, to an amount equal to two (2) months of Annual Fixed Rent calculated at the initial rate of Annual Fixed Rent applicable to each portion of the then current Premises;

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In no event shall the Security Deposit under this Lease ever be less than an amount equal to two (2) months of Annual Fixed Rent calculated at the initial rate of Annual Fixed Rent applicable to each portion of the then current Premises.  Landlord shall cooperate reasonably with Tenant to effect any such reductions of the amount of the Letter of Credit.

20.23FINANCIAL STATEMENTS.

(a)Tenant represents and warrants to Landlord that (i) the financial statements of Tenant heretofore delivered to Landlord are true and correct and fairly reflect the financial condition and results of operation of Tenant and (ii) as of the date of this Lease, there has been no material adverse change in the condition, financial or otherwise, of Tenant from the date of such financial statements which could affect Tenant’s ability to perform its obligations hereunder.

(b)Within twenty (20) days following Landlord’s request therefore (made not more than once each calendar year), Tenant shall deliver to Landlord a copy of Tenant’s financial statements for Tenant’s fiscal year just ended, certified by an independent certified public accountant as presenting fairly, in all material respects, the financial condition of Tenant and the results of its operations in accordance with GAAP.  Such statements delivered pursuant hereto may be delivered to and relied upon by any Overlandlord or Mortgagee or by other parties with whom Landlord may be dealing.  Except as required by Laws or compliance provisions or other requirements of any securities, bond or commodities exchange, Landlord and any such Overlandlord or Mortgagee shall maintain such statements in confidence, provided that Landlord may disclose the same to Landlord’s existing and prospective partners, lenders, accountants, consultants, brokers, shareholders, investors, purchasers and attorneys subject to similar confidentiality requirements.  In the event Landlord is required by Laws, or by compliance provisions or other requirements of any securities, bond or commodities exchange, to provide Tenant’s financial statements, Landlord shall give Tenant prompt notice of such requirement prior to making disclosure so that Tenant may seek an appropriate protective order.  If failing the entry of a protective order Landlord is compelled to make disclosure, Landlord shall only disclose portions of the financial statement which Landlord is required to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to the information so disclosed.  The foregoing confidentiality requirement shall not apply to information that has otherwise become available to the public.

20.24GOVERNING LAW, ETC.  This Lease shall be governed by the laws of the State of New York applicable to agreements made and to be wholly performed within the State, as the same may from time to time exist.  Tenant hereby submits to the jurisdiction of all state and federal courts located in the Borough of Manhattan, State of New York, United States of America in connection with any claim or action relating to this Lease and Tenant hereby waives any right to assert that such court(s) constitute an inconvenient forum.  Tenant represents that it is not entitled to immunity from judicial proceedings and agrees that, in the event Landlord brings any suit, action or proceeding in New York or any other jurisdiction to enforce any obligation or liability of Tenant arising, directly or indirectly, out of or relating to this Lease, no immunity from such suit, action or proceedings will be claimed by or on behalf of Tenant.

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20.25NOTICE OF SUBWAY IMPROVEMENT AGREEMENTS.  Tenant acknowledges that it has been provided the opportunity to review and has actual notice of the terms and conditions of each of the following documents:

(a)City Planning Commission Special Permit adopted April 12, 1984 by the Board of Estimate, restating the resolution of the City Planning Commission adopted on February 6, 1984, Cal. No. 2 (the “Special Permit”); and

(b)NYC Transit Authority Agreement, dated as of February 6, 1984, between Landlord and the New York City Transit Authority (the “Transit Authority Agreement”).

20.26CONFIDENTIALITY OF LEASE.  Tenant agrees that this Lease and the terms contained herein will be treated as strictly confidential and except as required by law Tenant shall not disclose the same to any third party (other than Tenant’s officers, employees, shareholders, partners or members, accountants, attorneys, brokers, other professional consultants, and any prospective lender, merger partner and lateral candidates who have been advised of the confidentiality provisions contained herein and agree to be bound by the same), and, other than as herein provided, shall not be revealed in any manner to any other person except upon the prior written consent of Landlord, except (a) in connection with any action or proceeding to enforce this Lease or any provision thereof, (b) to the extent legally compelled (by deposition, interrogatory, subpoena, civil investigative demand or similar legal process) to disclose such information, (c) to the extent required by securities laws or compliance provisions of other requirements of law or any securities, bond or commodities exchange, or (d) to Landlord or Landlord’s agents or employees.  In the event Tenant is required by law to provide this Lease or disclose any of its terms, Tenant shall give Landlord prompt notice of such requirement prior to making disclosure so that Landlord may seek an appropriate protective order.  If failing the entry of a protective order Tenant is compelled to make disclosure, Tenant shall only disclose portions of the Lease which Tenant is required to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to the information so disclosed.  The foregoing confidentiality requirement shall not apply to information that has otherwise become available to the public.  The inadvertent verbal disclosure of non-economic terms of this Lease by Tenant (or Tenant’s officers, employees, shareholders, partners or members, accountants, attorneys, brokers, other professional consultants, and any prospective lender, merger partner and lateral candidates) shall not be grounds for termination of this Lease.

20.27PATRIOT ACT AND EXECUTIVE ORDER 13224.  As an inducement to Landlord to enter into this Lease, Tenant hereby represents and warrants that:  (i) Tenant is not, nor is it owned or controlled directly or indirectly by, any person, group, entity or nation named on any list issued by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) pursuant to Executive Order 13224 or any similar list or any law, order, rule or regulation or any Executive Order of the President of the United States as a terrorist, “Specially Designated National and Blocked Person” or other banned or blocked person (any such person, group, entity or nation being hereinafter referred to as a “Prohibited Person”); and (ii) Tenant is an Investment Advisor (as such term is defined in the Investment Advisors Act of 1940) registered under the Investment Advisers Act of 1940 and has implemented and currently

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maintains anti-money laundering procedures (“AML Procedures”) that would materially satisfy the requirements of the Bank Secrecy Act, as amended by the USA Patriot Act of 2001.  To the best of Tenant’s knowledge, none of Tenant’s shareholders/investors is named on any available lists of known or suspected terrorists, terrorist organizations or of other sanctioned persons issued by the government(s) of any jurisdiction(s) in which the undersigned is doing business (including the List of Specially Designated Nationals and Blocked Persons administered OFAC as such list may be amended from time to time, or any law, regulation or Executive Order administered by OFAC).  Tenant’s policy is to retain or procure the retention of the evidence obtained in accordance with the above procedures for period of not less than five (5) years from the date on which the Investor withdraws from the Fund as required by and in accordance with applicable AML procedures.  In connection with the foregoing, it is expressly understood and agreed that (x) any breach by Tenant of the foregoing representations and warranties shall be deemed a default by Tenant under Section 19.1(e) of this Lease and shall be covered by the indemnity provisions of Section 11.1 of this Lease, and (y) the representations and warranties contained in this subsection shall be continuing in nature and shall survive the expiration or earlier termination of this Lease.

ARTICLE 21

OPTIONS TO EXTEND

21.1TENANT’S OPTIONS.  Provided that at the time of each such exercise and upon the commencement of the applicable Extended Term (i) there then exists no Event of Default (or any monetary default of which Landlord has given Tenant notice), (ii) this Lease is then in full force and effect and (iii) Original Tenant (together with any Space Occupants) is in actual occupancy of at least seventy-five percent (75%) of the Premises and is not then listing, advertising or otherwise marketing for sublease such portion(s) of the Premises as would cause Original Tenant (together with any Space Occupants) to occupy less than seventy-five (75%) percent of the Premises (the condition set forth in this clause (iii) being hereinafter referred to as the “Occupancy Requirement”), Original Tenant shall have the right and option (each, an “Extension Option”) to extend the Lease Term for two (2) extended terms of five (5) years each (each, an “Extended Term”).  Each Extended Term shall commence on the day immediately succeeding the Expiration Date of the initial Lease Term or the prior Extended Term, as the case may be, and shall end on the day immediately preceding the fifth (5th) anniversary of the first (1st) day of such Extended Term.  Original Tenant shall exercise each Extension Option by giving notice to Landlord of its desire to do so not later than nineteen (19) months prior to the Expiration Date of the initial Lease Term or the expiration of the then current Extended Term, as the case may be.  Provided the conditions set forth in the foregoing clauses (i), (ii) and (iii) shall have been satisfied, the giving of such notice by Original Tenant shall automatically extend the Lease Term for the applicable Extended Term, and no instrument of renewal need be executed.  In the event that Tenant fails to give such notice to Landlord, this Lease shall automatically terminate upon the expiration of the Term then in effect, and Tenant shall have no further option to extend the Lease Term, it being agreed that time is of the essence with respect to the giving of such notice. Notwithstanding the foregoing, Landlord may waive any or all of the conditions set forth in the foregoing clauses (i) and (iii) with respect to any Extended Term, at its election and in its sole and absolute discretion, by written notice to Tenant at any time prior to the Expiration Date.  Each Extended Term shall be on all the terms and conditions of this Lease, except that (A) 

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during the first (1st) Extended Term, Tenant shall have only one (1) further option to extend the Lease Term, (B) during the second (2nd) Extended Term, Tenant shall have no further option to extend the Lease Term, and (C) the rent for each Extended Term shall be determined as provided below.  In no event or under any circumstance shall the Extension Options provided in this Article be interpreted to give Tenant the option to extend beyond that point in time which is ten (10) years following the Expiration Date of the initial Lease Term.  The Extension Options are personal to Original Tenant and shall not be transferred, assigned or exercised by any other party.

21.2EXTENDED TERM RENT.  The Annual Fixed Rent for each Extended Term shall be the Fair Market Rent for the Premises as of the commencement of such Extended Term.  During each Extended Term, Tenant shall in all events pay Tenant’s Share of Taxes and Operating Expenses as Additional Rent in accordance with Article 6 of this Lease provided that Base Taxes and Base Operating Expenses shall be updated in connection with the determination of the Fair Market Rent.

21.3EXTENDED TERM RENT DETERMINATION.

(a)If, pursuant to the provisions of Section 21.1 hereof, Tenant has exercised validly an Extension Option, then, for purposes of establishing the Annual Fixed Rent payable by Tenant during such Extended Term under the provisions of Section 21.2 above, the term “Fair Market Rent” shall mean the then current fair market rental value per annum for the Premises as of the commencement of the Extended Term, provided, however, that in no event shall the Annual Fixed Rent for each year of the applicable Extended Term, on a per rentable square foot basis, be less than the sum of the Annual Fixed Rent and Additional Rent on account of Taxes and Operating Expenses, on a per rentable square foot basis, in effect on the last day of the initial Lease Term (with respect to the first Extended Term) or the immediately preceding Extended Term (with respect to second Extended Term), as the case may be.  A determination of the Fair Market Rent payable for the Premises during the Extended Term shall be made in the manner described in Sections 21.3(b), (c) and (d) below.

(b)If Tenant shall have exercised an Extension Option, then no later than six (6) months prior to the Expiration Date of the initial Lease Term or the expiration of the then current Extended Term, as the case may be, Landlord, in a notice given to Tenant, shall specify its initial determination of the Fair Market Rent for the Premises during the Extended Term.  Within twenty (20) Operating Days after receipt of Landlord’s notice, Tenant shall notify Landlord of Tenant’s initial determination of the Fair Market Rent for the Premises.  If Tenant shall fail to notify Landlord of Tenant’s initial determination of the Fair Market Rent for the Premises within such twenty (20) Operating Day period, then Landlord’s initial determination of the Fair Market Rent shall be the Fair Market Rent for the Premises.  If, within sixty (60) days after receipt of Tenant’s notice, Landlord and Tenant fail to reach agreement on the determination of the Fair Market Rent to be paid by Tenant for the Premises during the Extended Term, then either Landlord or Tenant (the “Initiating Party”) shall initiate the proceedings for such determination by notice to the other, and by designating in such notice the name and address of a commercial real estate broker, consultant or appraiser unaffiliated with the designating party and willing to act in such determination and having at least ten (10) years’ experience in the leasing of first-class office space in Manhattan (hereinafter called a “Qualified

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Appraiser”).  Within ten (10) days after receipt by the other party (the “Responding Party”) of such notice, the Responding Party, by notice given to the Initiating Party, shall designate the name and address of another Qualified Appraiser willing so to act in such determination.  If the Responding Party shall fail, neglect or refuse within said 10-day period to designate another Qualified Appraiser willing so to act, the Qualified Appraiser designated by the Initiating Party shall alone conduct the determination of the Fair Market Rent for the Premises during the Extended Term.  If two (2) Qualified Appraisers have been designated as aforesaid, such Qualified Appraisers shall appoint an additional Qualified Appraiser (the “Third Qualified Appraiser”) who is willing so to act in such determination, and notice of such designation shall be given both to the Initiating Party and to the Responding Party.  If the two (2) Qualified Appraisers do not, within a period of ten (10) days after the appointment of the latter of them, agree upon and designate a Third Qualified Appraiser willing so to act, either Qualified Appraiser previously designated may request the New York Office of the American Arbitration Association to designate a Third Qualified Appraiser willing so to act and a Third Qualified Appraiser so appointed shall, for all purposes, have the same standing and powers as though the Third Qualified Appraiser had been timely appointed by the Qualified Appraisers first appointed.  In case of the inability or refusal to serve of any person designated as a Qualified Appraiser, or in case any Qualified Appraiser for any reason ceases to be such, a Qualified Appraiser to fill such vacancy shall be appointed by the Initiating Party, Responding Party, the Qualified Appraisers first appointed or the New York Office of the American Arbitration Association, as the case may be, whichever made the original appointment, or, if the party which made the original appointment fails to fill such vacancy, upon application of any Qualified Appraiser who continues to act or by the Initiating Party, the Responding Party or the New York Office of the American Arbitration Association, and any Qualified Appraiser so appointed to fill such vacancy shall have the same standing and powers as though appointed originally.  The resulting board of Qualified Appraisers, forthwith upon their appointment, shall (i) hear the parties to this Lease and their respective witnesses, and each of the parties shall upon the conclusion of their presentation be required to submit a complete statement (the “Fair Market Rent Proposal”) setting forth in detail all of the relevant economic terms of the parties’ proposed determination of the Fair Market Rent (it being understood that Landlord’s and Tenant’s respective proposed determinations may differ from Landlord’s and Tenant’s initial determinations of the Fair Market Rent given to the other party in accordance with the first two (2) sentences of this clause (b) and, in such event, the Qualified Appraisers shall not take into account any determinations of such Fair Market Rent previously given by Landlord or Tenant, as the case may be, to the other party), (ii) examine the records relating to the Building and such other documents and records as may, in their judgment, be necessary and (iii) select in the manner hereinafter provided, the Fair Market Rent for the Premises to become applicable during the Extended Term.  In determining the Fair Market Rent for the Premises during the Extended Term, the parties, and any Qualified Appraisers shall take into account (A) the presentation of the parties regarding the current fair market rental value of the Premises, (B) Tenant’s payments under this Lease with respect to Taxes and Operating Expenses as provided in Article 6 of this Lease provided that Base Taxes and Base Operating Expenses shall be updated in connection with the determination of the Fair Market Rent, and (C) all other factors relevant to the determination of the fair market rental value of the Premises.

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(c)If, pursuant to the preceding provisions, there is only one (1) Qualified Appraiser, the determination of Fair Market Rent for the Premises shall be determined by such sole Qualified Appraiser selecting the Fair Market Rent Proposal in accordance with the provisions of subsections (i) and (ii) below.  Where, however, there exists a board of three (3) Qualified Appraisers, as is contemplated hereby, then the Fair Market Rent for the Premises shall be determined by majority vote of such board, all in accordance with the following:

(i)If the higher Fair Market Rent Proposal (on a net effective basis, amortizing any free rent, allowances or other concessions) is one hundred five percent (105%) or less of the lower Fair Market Rent Proposal, then the Qualified Appraisers shall determine the arithmetic average of such two Fair Market Rent Proposals which shall constitute the Fair Market Rent for the Premises during the Extended Term.

(ii)If the higher Fair Market Rent Proposal (on a net effective basis, amortizing any free rent, allowances or other concessions) is more than one hundred five percent (105%) of the lower Fair Market Rent Proposal, then Fair Market Rent shall be determined by the Qualified Appraisers selecting, in its entirety, without modification, the Fair Market Rent Proposal submitted by either Landlord or Tenant as the Fair Market Rent, whichever such Qualified Appraisers believe most accurately reflects the then current fair market rental value per annum for the Premises.

(d)Each of Landlord and Tenant shall pay the costs and fees of the Qualified Appraiser chosen by it, and Landlord and Tenant shall share the costs and fees of the Third Qualified Appraiser.  Each of Landlord and Tenant shall pay the legal fees and expenses of their respective counsel.

21.4RETROACTIVE ADJUSTMENTS.  If, pursuant to the preceding provisions of this Article 21, Fair Market Rent has not been determined as of the date the same is to become effective, Tenant shall pay on account of Annual Fixed Rent the average of the rent specified by Landlord and Tenant as the Fair Market Rent until such determination is made, provided that in no event shall such amount be less than the sum of the Annual Fixed Rent and Additional Rent on account of Taxes and Operating Expenses in effect on the last day of the initial Lease Term (with respect to the first Extended Term) or the immediately preceding Extended Term (with respect to second Extended Term), as the case may be.  If, based upon the final determination of such Fair Market Rent as provided herein, such payments made by Tenant on account of Annual Fixed Rent for the Extended Term were (i) less than the Fair Market Rent as finally determined in accordance with the provisions hereof, Tenant shall pay to Landlord the amount of such deficiency, with interest thereon at the Lease Interest Rate from the respective due dates therefor until paid, within thirty (30) days after final determination of the Fair Market Rent, or (ii) greater than the Fair Market Rent as finally determined in accordance with the provisions hereof, Landlord shall credit the amount of such excess against the next installments of rent due under this Lease, with interest thereon at the Lease Interest Rate from the respective dates of overpayment until credited.

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ARTICLE 22

AUTOMATIC EXPANSION

22.1ADDITION OF SPACE.

(a)Effective as of the Automatic Expansion Date (as hereinafter defined) and provided that (i) there exists no Event of Default (or any monetary default of which Landlord has given Tenant notice) and (ii) this Lease is then in full force and effect, the 23rd Floor Suite A Automatic Expansion Space (as hereinafter defined) or the 23rd Floor Suite B Automatic Expansion Space (as hereinafter defined), shall become part of the Premises in accordance with the provisions of this Article 22.  Notwithstanding the foregoing, Landlord may waive the condition in clause (i) of the prior sentence, at its election in its sole and absolute discretion, by written notice to Tenant at any time prior to December 1, 2008.  On or before October 1, 2007 (the “Designation Date”), time of the essence, Tenant shall designate either the 23rd Floor Suite A Automatic Expansion Space or the 23rd Floor Suite B Automatic Expansion Space as the Automatic Expansion Space (as hereinafter defined) by written notice to Landlord.  If Tenant shall fail to notify Landlord of such designation, the 23rd Floor Suite A Automatic Expansion shall be the Automatic Expansion Space.

(b)For purposes hereof the “23rd Floor Suite A Automatic Expansion Space” shall mean that portion of the twenty-third (23rd) floor of the Building identified as RamiusA on the floor plan of the twenty-third (23rd) floor of the Building annexed hereto as part of Exhibit B, and the “23rd Floor Suite B Automatic Expansion Space” shall mean those portions of the twenty-third (23rd) floor of the Building identified as RamiusA and RamiusB on the floor plan of the twenty-third (23rd) floor of the Building annexed hereto as part of Exhibit B (the 23rd Floor Suite A Automatic Expansion Space or the 23rd Floor Suite B Automatic Expansion Space, whichever shall be designated pursuant to Section 22.1(a) above, is referred to herein as the “Automatic Expansion Space”).  The portion of the twenty-third (23rd) floor of the Building identified as RamiusB on the floor plan of the twenty-third (23rd) floor of the Building annexed hereto as part of Exhibit B is sometimes hereinafter referred to as the “RamiusB Space”.

(c)Landlord shall have the flexibility of delivering possession of the Automatic Expansion Space within a “leeway period” occurring between April 1, 2008 and December 1, 2008 (inclusive) by giving Tenant notice, not less than sixty (60) days prior to the designated Automatic Expansion Date, of the date when, within the leeway period aforesaid, the Automatic Expansion Space will become available to Tenant.  If Landlord shall fail to give such notice at least sixty (60) days prior to the expiration of the applicable leeway period, then, subject to Sections 22.1(d) and (e) below, the last day of the leeway period shall be deemed to have been designated by Landlord as the Automatic Expansion Date.  The date on which Landlord delivers the Automatic Expansion Space in accordance with Section 22.2(a) hereof shall be the “Automatic Expansion Date”.

(d)Notwithstanding anything to the contrary contained herein, if the lease of the tenant currently in possession of the Automatic Expansion Space is terminated on account of a default of the tenant thereunder prior to its scheduled expiration date, Landlord shall have the

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right to designate, by ninety (90) days prior written notice to Tenant (“Landlord’s Automatic Expansion Space Acceleration Notice”), an Automatic Expansion Date prior to April 1, 2008.

(e)Notwithstanding anything to the contrary contained in this Lease, in the event that Landlord is unable to deliver possession of the Automatic Expansion Space on the designated date with respect thereto for reasons beyond Landlord’s reasonable control (including the failure of an existing occupant to vacate such space), Landlord shall use reasonable efforts to deliver possession (including, in Landlord’s reasonable discretion, litigation to evict any holdover tenant), and the Automatic Expansion Date shall be deemed to be the first (1st) day thereafter that actual possession is so delivered, and any delay in such date shall be Tenant’s sole remedy at law or in equity (Tenant hereby waiving any right to rescind this Lease and/or to recover any damages on account of such delay).  The foregoing is intended to be “an express provision to the contrary” under Section 223-a of the New York Real Property Law or any successor statute of similar import.

(f)Provided that the conditions set forth in Section 22.1(a)(i) and (ii) as conditions to the Automatic Expansion Space becoming part of the Premises continue to be applicable (or, in the case of Section 22.1(a)(i), have been waived in writing by Landlord at its election and in its sole and absolute discretion), the Automatic Expansion Space shall be added to and become a part of the Premises for all purposes of this Lease on the Automatic Expansion Date.

(g)Following the Designation Date and prior to the Automatic Expansion Date, Landlord shall grant Tenant access to the Automatic Expansion Space on an as needed basis upon reasonable prior notice to Landlord in accordance with the provisions set forth in Section 4.3 above.

22.2CONDITION AND LANDLORD’S AUTOMATIC EXPANSION SPACE CONTRIBUTION.

(a)Landlord shall, at its expense, demise with Building Standard walls (in conformance with all governmental requirements) the Automatic Expansion Space prior to the Automatic Expansion Date.  The Automatic Expansion Space shall, at Landlord’s option, be delivered either with the existing tenant improvements therein demolished or in its then “AS IS” condition, in any case without representation or warranty by Landlord.  Tenant acknowledges that any work (other than the aforementioned demising and Landlord’s option with respect to demolition as set forth below) necessary to prepare the applicable Automatic Expansion Space for Tenant’s occupancy shall be performed solely by Tenant in accordance with the provisions of this Lease, including, without limitation, Exhibit C attached hereto.

(b)Section 4.1(a), Section 4.2, Section 4.4 and Exhibit C of this Lease shall apply, mutatis mutandis, to Tenant’s initial buildout of the Automatic Expansion Space except that: (i) the amount of Landlord’s Contribution shall be amended to be amount equal to the product of (x) Forty and 00/100 Dollars ($40.00) per rentable square foot of the Automatic Expansion Space multiplied by (y) a fraction, the numerator of which is the number of days remaining in the initial Lease Term as of the Automatic Expansion Date and the denominator of which is the total number of days in the initial Lease Term as calculated from 20th and 21st

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Floor Commencement Date (the “Pro-Rata Fraction”); (ii) there shall be no Landlord’s Demolition Contribution except as hereinafter provided; and (iii) Tenant shall have one (1) year from the Automatic Expansion Date to exhaust Landlord’s Contribution (and, if applicable, Landlord’s Demolition Contribution) with respect thereto.  If Landlord delivers the Automatic Expansion Space in its “AS IS” un-demolished condition, Landlord agrees to pay to Tenant an amount equal to Five and 00/100 Dollars ($5.00) per rentable square foot of the Automatic Expansion Space as Landlord’s Demolition Contribution therefor.

22.3RENT FOR AUTOMATIC EXPANSION SPACE.

(a)Effective as of the Automatic Expansion Date, the definition of Premises shall be modified to include the Automatic Expansion Space, Annual Fixed Rent shall be increased by the amounts set forth on Exhibit H, the Security Deposit shall be appropriately increased, and Tenant’s Share shall be appropriately increased.

(b)Tenant shall in all events pay Tenant’s Share of Taxes and Operating Expenses with respect to the Automatic Expansion Space as Additional Rent in accordance with Section 5.3 and Article 6 of this Lease (utilizing the same Base Taxes and Base Operating Expenses respectively referenced therein for the initial Premises).

(c)Anything contained in this Article to the contrary notwithstanding, provided no Event of Default exists, Landlord hereby waives payment of Annual Fixed Rent for the Automatic Expansion Space for the period from and including the Automatic Expansion Date through (i) if the Automatic Expansion Space is delivered with the existing tenant improvements therein demolished, a number days equal to the product of (x) 180 multiplied by (y) the Pro-Rata Fraction, or (ii) if the Automatic Expansion Space is delivered in its “AS IS” un-demolished condition, a number days equal to the product of (x) 195 multiplied by (y) the Pro-Rata Fraction.

(d)Promptly after an Automatic Expansion Date, Landlord and Tenant shall execute an instrument confirming the Automatic Expansion Date and such adjustments, but failure to do so shall have no effect on the Automatic Expansion Date or any such adjustments.

ARTICLE 23

RIGHT TO LEASE ADDITIONAL SPACE

23.1TENANT’S RIGHTS TO ADDITIONAL SPACE. Provided that at the time of such availability and at the time any such space is to be added to the Premises (i) there then exists no Event of Default (or any monetary default of which Landlord has given Tenant notice), (ii) this Lease is then in full force and effect and (iii) the Occupancy Requirement is satisfied, if, at any time prior to August 31, 2018, all or any portion of (A) the eighteenth (18th) floor of the Building other than the 18th Floor Expansion Space (as defined in Article 25 hereof and if made available by Landlord to Tenant pursuant thereto) and/or (B) the twenty-second (22nd) floor of the Building (subject to the limitations set forth below, the “First Refusal Space”) shall become available for lease, Landlord shall so notify Tenant, and shall identify the space available (the “Offered Space”) and shall set forth the terms and conditions (other than the rent and expiration date of the term) on which Landlord is willing to lease the Offered Space.  Original Tenant may,

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by giving notice to Landlord within ten (10) Operating Days after receipt of such notice, time of the essence, elect to lease the Offered Space on the terms offered by Landlord, and Original Tenant’s election to lease the Offered Space shall constitute a binding agreement to lease the Offered Space on the terms offered by Landlord for a term which expires on the Expiration Date and at the Fair Market Rent to be determined as set forth in Section 23.3 below.  Effective as of the commencement of the term for the Offered Space, provided that conditions (i), (ii) and (iii) above continue to be satisfied (or, in the case of conditions (i) and (iii), have been waived in writing by Landlord at its election and in its sole and absolute discretion) the definition of Premises shall be modified to include the Offered Space, Annual Fixed Rent shall be increased by the Fair Market Rent determined as set forth in Section 23.3 below, the Security Deposit shall be appropriately increased, and Tenant’s Share shall be appropriately increased.  Promptly after Tenant’s election to lease the Offered Space and the determination of the rent therefor, Landlord and Tenant shall execute an amendment to this Lease confirming the terms thereof, but failure to do so shall have no effect on Tenant’s agreement to lease the Offered Space.  If Tenant shall not elect to lease the Offered Space within such 10-Operating Day period, then Tenant shall have no further rights under this Article 23 with respect to the Offered Space, and Landlord shall be free to lease any or all of such space to a third party or parties from time to time on such terms and conditions as it may deem appropriate.  Nothing herein shall be construed to limit Original Tenant’s rights under this Article with respect to space within the First Refusal Space other than the Offered Space.  The rights granted under this Article 23 are personal to Original Tenant and shall not be transferred, assigned or exercised by any other party.

23.2NON-AVAILABILITY OF SPACE.  For purposes of this Article 23, space shall not be deemed to be “available for lease” (a) in the event that Landlord and an existing tenant occupying such space desire to renew or extend such existing tenant’s lease or to enter into a new lease with respect to such space or (b) in the event that Landlord leases such space pursuant to any option or commitment now held by another tenant to expand the premises occupied by such other tenant (but excluding any right of first offer or right of first refusal hereafter granted to another tenant) or (c) in the event Landlord and/or its affiliates desires to expand or extend its occupancy therein, and Tenant’s rights under this Article shall be subject and subordinate to any such extension, renewal, leasing or expansion.

23.3RENT FOR OFFERED SPACE.  Fair Market Rent for any Offered Space shall be determined in the same fashion as Fair Market Rent for the Premises during an Extended Term is determined, except that Landlord shall specify its determination of the Fair Market Rent for the Offered Space in a notice Landlord shall give to Tenant not less than thirty (30) days after Landlord’s receipt of Tenant’s notice electing to lease such Offered Space and in no event shall the Annual Fixed Rent for the Offered Space, on a per rentable square foot basis, be less than the sum of the Annual Fixed Rent and Additional Rent on account of Taxes and Operating Expenses, on a per rentable square foot basis, in effect on the day the Offered Space becomes a part of the Premises.  But for the exceptions contained in the preceding sentence, all other provisions for determining Fair Market Rent for the Offered Space shall apply, mutatis mutandis.

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ARTICLE 24

23RD FLOOR OPTIONS TO EXPAND

24.1TENANT’S RIGHTS.

(a)Provided that at the time the current tenant of the twenty-third (23rd) floor of the Building surrenders possession of such floor to Landlord (i) there then exists no Event of Default (or any monetary default of which Landlord has given Tenant notice), (ii) this Lease is then in full force and effect, and (iii) the Occupancy Requirement is satisfied, Landlord shall divide and improve the portion of such 23rd floor not constituting the Automatic Expansion Space into two separate pre-built units (the “23rd Floor Unit 1 Expansion Space” and the “23rd Floor Unit 2 Expansion Space”, respectively), provided that in the event that the 23rd Floor Suite A Automatic Expansion Space is the Automatic Expansion Space, Landlord shall also either (1) demise and improve the RamiusB Space into a third pre-built unit (the “23rd Floor Unit 3 Expansion Space”; the 23rd Floor Unit 1 Expansion Space, the 23rd Floor Unit 2 Expansion Space and, if applicable, the 23rd Floor Unit 3 Expansion Space are sometimes individually and collectively referred to as “23rd Floor Expansion Space”) or (2) incorporate the RamiusB Space into the 23rd Floor Unit 2 Expansion Space.  The demising plan and rentable areas of the 23rd Floor Unit 1 Expansion Space and the 23rd Floor Unit 2 Expansion Space are tentatively shown on the floor plan of the twenty-third (23rd) floor of the Building annexed hereto as part of Exhibit B as Unit 1 and Unit 2, respectively.  If any of the foregoing conditions (i), (ii) or (iii) shall not be satisfied at the time the current tenant of the twenty-third (23rd) floor of the Building surrenders possession of such floor to Landlord, this Article 24 shall be void and of no effect.  If Landlord is obligated to demise and improve the 23rd Floor Expansion Space as aforesaid, Landlord shall have the right:

(A)to vary the size of each of the 23rd Floor Unit 1 Expansion Space, the 23rd Floor Unit 2 Expansion Space and, if applicable, the 23rd Floor Unit 3 Expansion Space by up to one thousand (1,000) rentable square feet;

(B)in the event that the 23rd Floor Suite A Automatic Expansion Space is the Automatic Expansion Space, to include the RamiusB Space in the 23rd Floor Unit 2 Expansion Space;

(C)to lease the 23rd Floor Unit 1 Expansion Space to a third party for a term which shall expire no later than (x) the date which is five (5) years following the rent commencement date thereunder or (y) December 31, 2014, whichever is earlier;

(D)to lease the 23rd Floor Unit 2 Expansion Space to a third party for a term which shall expire no later than December 31, 2018; and

(E)if created, to lease the 23rd Floor Unit 3 Expansion Space to a third party co-terminously with either the 23rd Floor Unit 1 Expansion Space or the 23rd Floor Unit 2 Expansion Space.

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Landlord shall notify Tenant of the actual size of each of the 23rd Floor Unit 1 Expansion Space, the 23rd Floor Unit 2 Expansion Space and, if applicable, the 23rd Floor Unit 3 Expansion Space, and of the scheduled expiration dates (each, a “Pre-Built Lease Expiration Date”) for such leases of the 23rd Floor Expansion Space (each, a “Pre-Built Lease”) promptly after completion of such spaces and execution of such leases.  If Landlord divides the 23rd Floor Expansion Space into three units (i.e., the 23rd Floor Unit 1 Expansion Space, the 23rd Floor Unit 2 Expansion Space and the 23rd Floor Unit 3 Expansion Space), then in no event shall the Pre-Built Lease Expiration Date for the 23rd Floor Unit 2 Expansion Space be earlier than the earliest of (xx) the Pre-Built Lease Expiration Date for the 23rd Floor Unit 1 Expansion Space or (yy) the Pre-Built Lease Expiration Date for the 23rd Floor Unit 3 Expansion Space.

(b)Provided that at the time of such exercise and on the applicable 23rd Floor Expansion Date (as hereinafter defined) (i) there then exists no Event of Default (or any monetary default of which Landlord has given Tenant notice), (ii) this Lease is then in full force and effect, and (iii) the Occupancy Requirement is satisfied, Original Tenant shall have the right (collectively the “23rd Floor Expansion Options”) to expand the size of the Premises by adding thereto the 23rd Floor Unit 1 Expansion Space, the 23rd Floor Unit 2 Expansion Space and, if applicable, the 23rd Floor Unit 3 Expansion Space, by giving written notice of Original Tenant’s desire to lease such space no later than the date which is twelve (12) months prior to the applicable Pre-Built Lease Expiration Date (each, an “Expansion Notice Date”), time of the essence.  Such notice by Tenant shall constitute a binding agreement to lease the applicable 23rd Floor Expansion Space for a term commencing on the day after the applicable Pre-Built Lease Expiration Date and expiring on the Expiration Date and at the Fair Market Rent to be determined as set forth in Section 24.3 below.  The actual date on which Landlord delivers the applicable 23rd Floor Expansion Space to Tenant in accordance with Section 24.2(a) below shall be referred to as an “23rd Floor Expansion Date”.  If Tenant fails to give such notice to Landlord, Tenant shall have no further option to lease the applicable 23rd Floor Expansion Space, and Landlord shall be free to lease any or all of such applicable 23rd Floor Expansion Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate.  Tenant’s failure to lease any portion of the 23rd Floor Expansion Space pursuant hereto shall not affect Tenant’s right to lease the remainder of the 23rd Floor Expansion Space pursuant hereto except as hereinafter provided.  If Tenant subleases any portion of the Automatic Expansion Space and Tenant shall fail to lease any portion of the 23rd Floor Expansion Space which is contiguous to the Automatic Expansion Space, then Tenant shall have no further rights under this Article 24 to lease any other 23rd Floor Expansion Space.  The 23rd Floor Expansion Options are personal to Original Tenant and shall not be transferred, assigned or exercised by any other party.

(c)Notwithstanding anything to the contrary contained herein, if a Pre-Built Lease (once entered into) is terminated on account of a default of the tenant thereunder prior to its Pre-Built Lease Expiration Date, Landlord shall have the right to designate, by thirty (30) days prior written notice to Tenant (“Landlord’s 23rd Floor Expansion Acceleration Notice”), a new Pre-Built Lease Expiration Date with respect to such 23rd Floor Expansion Space.  Tenant may, by giving notice to Landlord within fifteen (15) days after receipt of Landlord’s 23rd Floor Expansion Acceleration Notice, time of the essence, elect to lease such 23rd Floor Expansion Space as of the day following the Pre-Built Lease Expiration Date designated by Landlord in

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Landlord’s 23rd Floor Expansion Acceleration Notice, subject to the terms of this Article.  If Tenant shall not elect to lease such 23rd Floor Expansion Space within such 15-day period, then, notwithstanding anything to the contrary contained in Section 24.1(b) above, Tenant shall have no further option to lease such 23rd Floor Expansion Space, and Landlord shall be free to lease any or all of such space to a third party or parties from time to time on such terms and conditions as it may deem appropriate.

(d)If Landlord fails to deliver possession of the applicable 23rd Floor Expansion Space to Tenant on the designated 23rd Floor Expansion Date with respect thereto for any reason (including the failure of an existing occupant to vacate such space), Landlord shall use reasonable efforts to deliver possession (including, in Landlord’s reasonable discretion, litigation to evict any holdover tenant), and the 23rd Floor Expansion Date shall be deemed to be the first (1st) day thereafter that actual possession is so delivered, and, any delay in such date shall be Tenant’s sole remedy at law or in equity (Tenant hereby waiving any right to rescind this Lease and/or to recover any damages on account of such delay).  The foregoing is intended to be “an express provision to the contrary” under Section 223-a of the New York Real Property Law or any successor statute of similar import.

(e)Provided that the conditions set forth in Section 24.1(b)(i), (ii) and (iii) as conditions to the applicable 23rd Floor Expansion Space becoming part of the Premises continue to be satisfied (or in the case of Section 24.1(b)(i) and (iii), have been waived in writing by Landlord at its election in its sole and absolute discretion), the relevant 23rd Floor Expansion Space shall be added to and become a part of the Premises for all purposes of this Lease on the 23rd Floor Expansion Date with respect thereto.  Effective as of the applicable 23rd Floor Expansion Date, the definition of Premises shall be modified to include the applicable 23rd Floor Expansion Space, Annual Fixed Rent shall be increased by the Fair Market Rent determined as set forth in Section 24.3 below, the Security Deposit shall be appropriately increased, and Tenant’s Share shall be appropriately increased.  Promptly after Tenant’s election to lease the applicable 23rd Floor Expansion Space and the determination of the rent therefor, Landlord and Tenant shall execute an amendment to this Lease confirming the terms thereof, but failure to do so shall have no effect on Tenant’s agreement to lease the applicable 23rd Floor Expansion Space.

(f)Following each Expansion Notice Date and prior to each 23rd Floor Expansion Date, Landlord shall grant Tenant access to the applicable 23rd Floor Expansion Space on an as needed basis upon reasonable prior notice to Landlord in accordance with the provisions set forth in Section 4.3 above.

24.2CONDITION OF THE 23RD FLOOR EXPANSION SPACE.

(a)The 23rd Floor Expansion Space shall be delivered in its then “AS IS” condition, without representation or warranty by Landlord.  Landlord shall use reasonable efforts to use a color palette when painting the 23rd Floor Expansion Space for the initial lease of such space consistent with the finish utilized by Tenant in the Automatic Expansion Space.

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(b)Section 4.1(a), Section 4.2 and Exhibit C of this Lease shall apply, mutatis mutandis, to Tenant’s initial build-out of the 23rd Floor Expansion Space except that there shall be no Landlord’s Contribution and no Landlord’s Demolition Contribution.

24.3RENT FOR 23RD FLOOR EXPANSION SPACE.   Fair Market Rent for any 23rd Floor Expansion Space shall be determined in the same fashion as Fair Market Rent for the Premises during an Extended Term is determined, except that (a) Landlord shall specify its determination of the Fair Market Rent for the 23rd Floor Expansion Space in a notice Landlord shall give to Tenant not less than thirty (30) days after Landlord’s receipt of Tenant’s notice electing to lease such 23rd Floor Expansion Space, (b) in no event shall the Annual Fixed Rent for the 23rd Floor Expansion Space, on a per rentable square foot basis, be less than the sum of the Annual Fixed Rent and Additional Rent on account of Taxes and Operating Expenses, on a per rentable square foot basis, in effect on the day the applicable 23rd Floor Expansion Space becomes a part of the Premises and (c) such determination shall take into account the actual costs incurred by Landlord in constructing the applicable 23rd Floor Expansion Space.  But for the exceptions contained in the preceding sentence, all other provisions for determining Fair Market Rent for the Premises during an Extended Term shall apply, mutatis mutandis, in respect of a determination of Fair Market Rent for the 23rd Floor Expansion Space.

ARTICLE 25

18TH FLOOR OPTION TO EXPAND

25.1TENANT’S 18TH FLOOR RIGHTS

(a)Landlord shortly anticipates taking possession of the balance of the eighteenth (18th) floor of the Building not currently occupied by Landlord and intends to divide, improve and make available one pre-built unit from such space consisting of approximately 4,200 rentable square feet (the “18th Floor Expansion Space”).  Landlord shall notify Tenant no later than August 1, 2007 (“Landlord’s 18th Floor Expansion Notice”) as to whether or not, in Landlord’s sole and absolute discretion, Landlord intends to so create and make available the 18th Floor Expansion Space and, if so, the size thereof and the expected availability date thereof, provided that such availability date shall not be earlier than October 1, 2007 nor later than March 1, 2008 (inclusive).  Provided that at the time of such exercise and on the 18th Floor Expansion Date (as hereinafter defined) (i) there then exists no Event of Default (or any monetary default of which Landlord has given Tenant notice) and (ii) this Lease is then in full force and effect, Original Tenant shall have the right (the “18th Floor Expansion Option”) to expand the size of the Premises by adding thereto the 18th Floor Expansion Space by giving written notice of Original Tenant’s desire to lease such space not later than fifteen (15) days after receipt of Landlord’s 18th Floor Expansion Notice, time of the essence.  If Tenant fails to give such notice to Landlord, Tenant shall have no further option to expand the size of the Premises with respect to the 18th Floor Expansion Space, and Landlord shall be free to lease any or all of such space to a third party or parties from time to time on such terms and conditions as it may deem appropriate.  The date on which Landlord delivers to Tenant the 18th Floor Expansion Space in accordance herewith shall be referred to as the “18th Floor Expansion Date”.  The 18th Floor Expansion Option is personal to Original Tenant and shall not be transferred, assigned or exercised by any other party.

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(b)Notwithstanding anything to the contrary contained in this Lease, in the event that Landlord is unable to deliver possession of the 18th Floor Expansion Space on the designated 18th Floor Expansion Date as set forth in Section 25.1(a) for reasons beyond Landlord’s reasonable control (including the failure of an existing tenant to vacate such space), Landlord shall use reasonable efforts to deliver possession (including, in Landlord’s reasonable discretion, litigation to evict any holdover tenant), and the 18th Floor Expansion Date shall be deemed to be the first (1st) day thereafter that actual possession is so delivered, and any delay in such date shall be Tenant’s sole remedy at law or in equity (Tenant hereby waiving any right to rescind this Lease and/or to recover any damages on account of such delay).  The foregoing is intended to be “an express provision to the contrary” under Section 223 a of the New York Real Property Law or any successor statute of similar import.

(c)Provided that the conditions set forth in Section 25.1(a)(i) and (ii) as conditions to the 18th Floor Expansion Space becoming part of the Premises continue to be applicable (or with respect to Section 25.1(a)(i) have been waived in writing by Landlord at its election in its sole and absolute discretion), the 18th Floor Expansion Space shall be added to and become a part of the Premises for all purposes of this Lease on the 18th Floor Expansion Date.

25.2CONDITION OF 18TH FLOOR EXPANSION SPACE.  The 18th Floor Expansion Space shall be delivered as a Building Standard pre-built unit demised with Building Standard walls (in conformance with all governmental requirements) and otherwise in its then “AS IS” condition without representation or warranty by Landlord.  Except for Landlord’s obligation to deliver Building Standard pre-built improvements, Landlord shall have no obligation to prepare the space for Tenant’s occupancy and there shall be no Landlord’s Contribution nor any Landlord’s Demolition Contribution with respect thereto.

25.3RENT FOR 18TH FLOOR EXPANSION SPACE.

(a)Effective as of the 18th Floor Expansion Date, the definition of Premises shall be modified to include the 18th Floor Expansion Space, Annual Fixed Rent shall be increased by the amounts set forth on Exhibit H, the Security Deposit shall be appropriately increased, and Tenant’s Share shall be appropriately increased.

(b)Tenant shall in all events pay Tenant’s Share of Taxes and Operating Expenses with respect to the 18th Floor Expansion Space as Additional Rent in accordance with Section 5.3 and Article 6 of this Lease (utilizing the same Base Taxes and Base Operating Expenses respectively referenced therein for the initial Premises).

(c)There shall be no rent concession period for the 18th Floor Expansion Space.

(d)Promptly after the 18th Floor Expansion Date, Landlord and Tenant shall execute an instrument confirming the 18th Floor Expansion Date and such adjustments, but failure to do so shall have no effect on the 18th Floor Expansion Date or any such adjustments.

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ARTICLE 26

ROOF RIGHTS

(a)Subject to the provisions of Article 8 of this Lease, Landlord shall not unreasonably withhold its consent to the installation by Tenant of one or more communications antennae, microwave or satellite dishes, together with related equipment, mountings, and supports (collectively, “Telecommunications Equipment”), on the roof of the Building in an area to be identified by Landlord.  Subject to availability as determined by Landlord in good faith (taking into consideration the need to allocate or reserve space for other tenants in the Building), Landlord shall provide Tenant with space on the roof of the Building upon receipt of Tenant’s written request to install Tenant’s Telecommunication Equipment (but in no event shall the aggregate amount of such space exceed at any point in time ten (10) square feet), subject to the terms of this Section, and Landlord reserves the right to charge Tenant a market rate fee in connection therewith.  Tenant acknowledges and agrees that any use of the roof space by Tenant for the installation and operation of Tenant’s Telecommunications Equipment shall be on a non-exclusive basis, except as to that portion of the roof space provided by Landlord to Tenant as aforesaid.  Tenant may use the roof space and Telecommunications Equipment solely for Tenant’s own use (and not for resale purposes), provided, however, that as long as Tenant has exercised its rights hereunder and actually installed Telecommunications Equipment on the roof of the Building, nothing in this Lease shall be construed to prohibit the transfer of Tenant’s rights with respect to any such Telecommunications Equipment to any permitted sublessee or assignee of this Lease.  The height, diameter, design and installation of the satellite dishes or other Telecommunications Equipment shall be subject to Landlord’s approval, which shall not be unreasonably withheld or delayed.  In connection therewith, Landlord shall make available to Tenant reasonable adjacent space for access to the roof space for the construction, installation, maintenance, service, repair, operation and use of Tenant’s Telecommunications Equipment.  All work in connection with the installation of Tenant’s Telecommunications Equipment, including core drilling and reinforcing the roof of the Building, if required, shall be performed at Tenant’s sole cost and expense, including the cost of a fire watch and related supervisory costs relating to any core drilling, which shall be performed in such a manner and at such times as Landlord shall reasonably prescribe.  References in this Section to the Telecommunications Equipment shall be deemed to include such riser and the electrical and telecommunication conduits therein.

(b)Tenant shall use and maintain Tenant’s Telecommunications Equipment so as not to cause any damage to or interference with (i) the operation of the Building or Building systems or (ii) any Telecommunications Equipment installed on the roof space by licensees, occupants and other tenants in the Building.  The installation of any Telecommunications Equipment shall constitute a Specialty Alteration and shall be performed at Tenant’s sole cost and expense (including any costs and expenses in connection with reinforcing the roof of the Building, if required) in accordance with and subject to the provisions of Article 8.  All of the provisions of this Lease shall apply to the installation, use and maintenance of Tenant’s Telecommunications Equipment, including all provisions relating to compliance with legal requirements (including all FCC rules and regulations), insurance, indemnity, repairs and maintenance.  The roof space and Telecommunications Equipment shall not be used or occupied by others, and the license granted by this Section shall be personal to Original Tenant and shall not be transferred, assigned, sublicensed or exercised by any other party; provided, however, that

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as long as Tenant has exercised its rights hereunder and actually installed Telecommunications Equipment on the roof of the Building, nothing in this Lease shall be construed to prohibit the transfer of Tenant’s rights with respect to any such Telecommunications Equipment to any permitted sublessee or assignee of this Lease.  Tenant’s Telecommunications Equipment shall be treated for all purposes of this Lease as Tenant’s Property.

(c)If any of Tenant’s Telecommunications Equipment interferes with or disturbs Landlord’s use of the roof, including the use by Landlord or other tenants, licensees or occupants of the Building of their Telecommunications Equipment, or the operation of the Building or the Building Systems, then following demand by Landlord, Tenant shall promptly relocate all or a portion of the Telecommunications Equipment to another area on the roof designated by Landlord.  Such relocation shall be at Tenant’s sole cost and expense.  If Landlord shall determine, in its reasonable judgment, that any Tenant’s Telecommunications Equipment (i) will cause a health hazard or danger to property, (ii) will not be in accordance with applicable legal requirements, or (iii) interferes with or disturbs Landlord’s use of the roof, including the use by Landlord or other tenants or occupants of the Building of data transmission equipment thereon installed prior to the installation of Tenant’s Telecommunications Equipment, or the operation of the Building or the Building Systems, then, if Tenant is unable to promptly cause such Telecommunications Equipment to comply with such legal requirements, abate such health hazard, danger to property or interference, Tenant, at its sole cost and expense, shall remove such Telecommunications Equipment from the roof of the Building and, Tenant may, at Tenant’s option, but subject to Landlord’s approval as provided in (a) above, replace such Telecommunications Equipment with Telecommunications Equipment which complies with such legal requirements and/or does not cause such health hazard, danger to property or interference.  Notwithstanding the foregoing, Landlord may at its option, at any time during the Term after reasonable prior notice to Tenant (except in the event of an emergency) require Tenant, using Landlord’s roofing contractor and any other contractors reasonably required by Landlord, to relocate Tenant’s Telecommunications Equipment to another area on the roof designated by Landlord, at Landlord’s sole cost and expense.

(d)If during the Term of this Lease, after having exercised its rights hereunder and actually installed Telecommunications Equipment on the roof of the Building, Tenant shall cease to use any Tenant’s Telecommunications Equipment located on the roof of the Building for a period of time in excess of one (1) year, Tenant shall, at its sole cost and expense, remove such Telecommunications Equipment from the roof of the Building within sixty (60) days after receipt of notice from Landlord to so remove such Telecommunications Equipment, and Tenant shall have no further rights under this Section.

(e)Other than as set forth in this Section, Landlord shall not have any obligations with respect to Tenant’s Telecommunications Equipment or compliance with any legal requirements (including the obtaining of any required permits or licenses, or the maintenance thereof) relating thereto.  Landlord makes no representation that Tenant’s Telecommunications Equipment will be permitted by legal requirements or be able to receive or transmit communication signals without interference or disturbance (whether or not by reason of the installation or use of similar equipment by others on the roof) and Tenant agrees that Landlord shall not be liable to Tenant therefor.

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(f)Tenant shall (i) be solely responsible for any damage caused as a result of the use of Tenant’s Telecommunications Equipment, (ii) promptly pay any tax, license, permit or other fees or charges imposed pursuant to any legal requirements or insurance requirements relating to the installation, maintenance or use of such Telecommunications Equipment, (iii) promptly comply with all precautions and safeguards reasonably required by Landlord’s insurance company and all governmental authorities, and (iv) perform all necessary repairs or replacements to, or maintenance of, such Telecommunications Equipment, provided, however, that if Tenant’s failure to so repair, replace or maintain such Telecommunications Equipment jeopardizes the property of Landlord or any other tenant located on the roof or within the Building, Landlord may, at Landlord’s option and after ten (10) days’ notice to Tenant (except in an emergency), elect to perform such repairs, replacements or maintenance at Tenant’s sole cost and expense.

(g)Tenant acknowledges and agrees that the privileges granted Tenant under this Section shall not, now or at any time after the installation of Tenant’s Telecommunications Equipment, be deemed to grant Tenant a leasehold or other real property interest in the Building or any portion thereof, including the Building’s roof.  The license granted to Tenant in this Section shall automatically terminate and expire upon the expiration or earlier termination of this Lease (including extensions or renewals) and the termination of such license shall be self-operative and no further instrument shall be required to effect such termination.  Notwithstanding the foregoing, upon request by Landlord, Tenant, at Tenant’s reasonable expense, shall promptly execute and deliver to Landlord, in recordable form, any certificate or other document reasonably required by Landlord confirming the termination of Tenant’s right to use the roof of the Building.

(h)Tenant, at Tenant’s sole cost and expense, shall paint and maintain Tenant’s Telecommunications Equipment in white or such other color as Landlord shall determine and shall install such lightning rods, air terminals or screening on or about Tenant’s Telecommunications Equipment as Landlord may reasonably require.

Signatures on next page.

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EXECUTED in one or more counterparts by persons or officers hereunto duly authorized on the Date set forth in Section 1.2 above.

LANDLORD:
BP 599 LEXINGTON AVENUE LLC
By:	/s/ Robert E. Selsam
Name: Robert E. Selsam
Title: Vice President
TENANT:
RAMIUS CAPITAL GROUP, LLC
By:	/s/ Marran H. Ogilvie
Name: Marran H. Ogilvie
Title: General Counsel

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FIRST AMENDMENT TO LEASE

THIS FIRST AMENDMENT TO LEASE dated as of the 9th day of June, 2008 (this “First Amendment”) by and between BP 599 LEXINGTON AVENUE LLC, a Delaware limited liability company, having an address c/o Boston Properties, Inc., 599 Lexington Avenue, New York, New York 10022, as Landlord (“Landlord”), and RAMIUS LLC f/k/a RAMIUS CAPITAL GROUP, LLC, a Delaware limited liability company, having an address at 599 Lexington Avenue, New York, New York 10022, as Tenant (“Tenant”).

W I T N E S S E T H:

WHEREAS, by Lease dated June 22, 2007 (the “Lease”), Tenant leased from Landlord certain premises on the nineteenth (19th), twentieth (20th), and twenty-first (21st) floors of the building known as 599 Lexington Avenue, New York, New York 10022 (the “Building”) as more particularly described in the Lease;

WHEREAS, pursuant to Articles 22 and 24 of the Lease, Tenant has certain obligations and options to lease additional space on the twenty-third (23rd) floor of the Building; and

WHEREAS, Landlord and Tenant desire to eliminate Tenant’s obligations and options to lease additional space on the twenty-third (23rd) floor of the Building.

NOW THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree to amend the Lease as follows:

1.Deletion of Automatic Expansion and 23rd Floor Options to Expand. Article 22 of the Lease (Automatic Expansion) and Article 24 of the Lease (23rd Floor Options to Expand) are hereby deleted and of no further effect.

2.Binding on Successors. This First Amendment shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns.

3.Definitions. All capitalized terms used herein shall have the same meaning as set forth in the Lease unless specifically otherwise provided herein.

4.Counterparts. This First Amendment may be signed in counterparts by persons or officers duly authorized to bind the parties.

5.Brokers.

(a)Tenant warrants and represents that Tenant has not dealt with any broker in connection with the consummation of this First Amendment. In the event any claim is made against Landlord by any broker or agent alleging dealings with Tenant, Tenant shall defend Landlord against such claim, using counsel approved by Landlord, such approval not to be

unreasonably withheld, and save harmless and indemnify Landlord on account of any loss, cost, damage and expense (including, without limitation, attorneys’ fees and disbursements) which may be suffered or incurred by Landlord by reason of such claim.

(b)Landlord warrants and represents that Landlord has not dealt with any broker in connection with the consummation of this First Amendment. In the event any claim is made against Tenant by any broker or agent alleging dealings with Landlord, Landlord shall defend Tenant against such claim, using counsel approved by Tenant, such approval not to be unreasonably withheld, and save harmless and indemnify Tenant on account of any loss, cost, damage and expense (including, without limitation, attorneys’ fees and disbursements) which may be suffered or incurred by Tenant by reason of such claim.

6.Effect of Amendment. Except as set forth in this First Amendment, all of the terms and conditions of the Lease shall remain unchanged and shall continue in full force and effect. All references to the “Lease” shall be deemed to be references to the Lease as amended by this First Amendment.

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this First Amendment to Lease as of the date and year first above written.

LANDLORD:
BP 599 LEXINGTON AVENUE LLC
By:	/s/ Robert E. Selsam
	Robert E. Selsam
	Vice President
TENANT:
RAMIUS LLC f/k/a RAMIUS CAPITAL GROUP, LLC
By:	/s/ Marran H. Ogilvie
Name:	Marran H. Ogilvie
Title:	Authorized Signatory

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EX-10.15

Exhibit 10.15

SUBLEASE

This SUBLEASE (this “Sublease”), dated as of the 14th day of December, 2005 is between SOCIÉTÉ GÉNÉRALE, a corporation organized and existing under the laws of the Republic of France, having an address at 1221 Avenue of the Americas, New York, New York 10020 (“SG”) and SG COWEN & CO., LLC, a Delaware limited liability company, having an address at 1221 Avenue of the Americas, New York, New York 10020 (“Cowen”). Capitalized terms used but not defined in this Sublease shall have the meanings given them in the Primary Lease (as defined below).

RECITALS

WHEREAS, SG has entered into a Lease dated October 29, 1993 (the “Lease”) with Rock-McGraw, Inc., as Landlord, and SG, as Tenant, pursuant to which SG agreed to lease from the Landlord certain premises located in the building (the “Building”) known as and located at 1221 Avenue of the Americas, New York, New York (the “Premises”); and

WHEREAS, the Lease was amended by Supplemental Indentures between Rock-McGraw, Inc. and SG dated as of June 23, 1994; February 10, 1995; May 15, 1996; December 30, 1996; May 5, 1998; July 18, 2000; April 17, 2002; March 22, 2005 and April 18, 2005 (the Lease, as so amended and supplemented, is referred to as the “Primary Lease”); and

WHEREAS, 1221 Avenue Holdings LLC has succeeded to the interest of Rock-McGraw, Inc. as Landlord (the “Landlord”) under the Primary Lease; and

WHEREAS, Cowen desires to sublease from SG a portion of the Premises, and SG agrees to sublease to Cowen such portion of the Premises on the terms and conditions hereinafter set forth.

NOW, THEREFORE, SG and Cowen agree as follows:

1.             LEASE AND TERM. (a) SG hereby subleases to Cowen, and Cowen hereby accepts from SG the sublease of, the entire rentable area of the fourteenth and fifteenth floors, a portion of the sixth floor and a portion of the Data Center/IDF closets in the Building, as described on Schedule 1 attached hereto (the “Subleased Premises”). Cowen agrees to use the Subleased Premises only for the purposes permitted under Section 1.3 of the Primary Lease and for no other purpose, and shall use and occupy the Subleased Premises in full compliance with the terms of the Primary Lease.

(b)   The term of this Sublease (the “Sublease Term”) shall be the period commencing on the date (the “Commencement Date”) when SG no longer owns at least 50.1% of Cowen and ending at midnight of September 29, 2013. This Sublease shall become null and void if the Commencement Date has not occurred by December 31, 2006.

(c)   Cowen agrees to pay all costs and expenses incurred by SG in order to convert the Subleased Premises into a separate space from the Premises, including but not limited to the Landlord fees, City of New York Department of Building fees, permit fees, engineering fees, consulting fees, renovation expenses and if separate heating ventilation and air conditioning and electrical supply lines are created, the cost of creating separate heating ventilation and air conditioning and electrical supply lines. A good faith estimate of the projected costs and expenses for completing such conversion is set forth on Schedule 2 attached hereto. All such costs and expenses incurred by SG shall be paid by Cowen to SG within five (5) business days after notice by SG to Cowen.

2.             RENT. (a) Cowen shall pay to SG rent (the “Fixed Rent”) under this Sublease at the following rates during the periods set forth below(1):

(i)              Sixth Floor (23,910 square feet)

Rent per Sq. Ft.		Period	Monthly Rent		Annual Rent
$	38.00	04/01/2006 - 08/31/2008	$	75,715.00	$	908,580.00
$	42.00	09/01/2008 - 09/30/2013	$	83,685.00	$	1,004,220.00

(ii)             Fourteenth Floor (42,742 square feet)

Rent per Sq. Ft.		Period	Monthly Rent		Annual Rent
$	47.44	04/01/2006 - 08/31/2008	$	168,973.33	$	2,027,680.00
$	51.44	09/01/2008 - 09/30/2013	$	183,220.71	$	2,198,648.00

(iii)            Fifteenth Floor (42,217 square feet)

Rent per Sq. Ft.		Period	Monthly Rent		Annual Rent
$	47.44	04/01/2006 - 08/31/2008	$	166,897.83	$	2,002,774.00
$	51.44	09/01/2008 - 09/30/2013	$	180,970.21	$	2,171,642.00

(iv)            Data Center/IDF Closets (750 square feet(2))

Rent per Sq. Ft.			Period	Monthly Rent		Annual Rent
$	42.72	(3)	04/01/2006 - 08/31/2008	$	2,670.00	$	32,040.00
$	46.72	(4)	09/01/2008 - 09/30/2013	$	2,920.00	$	35,040.00

(1)Cowen’s obligation to pay rent at the rates set forth in the rent table will be adjusted to the Commencement Date in the event that the date that SG ceases to own 50.1% of Cowen is different than April 1, 2005.

(2)Data Center = 500 square feet; IDF closets = 250 square feet (10 closets, 25 square feet per closet)

(3)Average of first rent period

(4)Average of second rent period

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(b)   (i) Fixed Rent shall be paid in equal monthly installments in advance on the first day of each month during the Sublease Term, commencing on the Commencement Date. If the Commencement Date is not the first day of a month, Fixed Rent payable for the period commencing on the Commencement Date and ending on the last day of the month in which the Commencement Date occurs shall be apportioned on the basis of the number of days in said month and shall be paid on the Commencement Date. SG agrees to furnish Cowen with an invoice on or before the first day of each month specifying the amount of the Fixed Rent that is due for the period covered by such invoice. Fixed Rent and all other amounts payable by Cowen to SG under the provisions of this Sublease (all such other amounts, “Additional Rent”) shall be paid promptly when due without deduction, abatement, counterclaim or setoff of any amount or for any reason whatsoever except as expressly set forth herein or incorporated herein by reference.

Fixed Rent and Additional Rent shall be paid to SG in lawful money of the United States at the address of SG set forth at the head of this Sublease or to such other person and/or at such other address as SG may from time to time designate by notice to Cowen. Fixed Rent and Additional Rent may also be paid by wire transfer in accordance with such wire instructions as SG may from time to time designate by notice to Cowen. No payment by Cowen or receipt by SG of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on account of the earliest stipulated Fixed Rent or Additional Rent; nor shall any endorsement or statement on any check or letter be deemed an accord and satisfaction, and SG may accept any check or payment without prejudice to SG’s right to recover the balance due or to pursue any other remedy available to SG. Any provision in the Primary Lease referring to “Fixed Rent” or “Additional Rent” incorporated herein by reference shall be deemed to refer to, respectively, the Fixed Rent and Additional Rent due under this Sublease.

(ii) If any commercial rent or occupancy tax shall be levied against Cowen based upon the Fixed Rent or Additional Rent payable by Cowen hereunder, Cowen shall (a) complete and file with the appropriate taxing authority all forms required in connection with such tax, and (b) pay the same to the taxing authority, or, in the event such tax is levied against SG, payable by SG in the first instance and paid by SG, Cowen shall reimburse SG for the amount of such tax.

(c)    In the event that SG actually receives any abatement, refund or credit under the Primary Lease in respect of Fixed Rent or Additional Rent paid by Cowen, SG shall deliver to Cowen the amount of such abatement, refund or credit that is properly allocable to the Subleased Premises.

3.             ADDITIONAL RENT. (a) Cowen shall pay to SG within five (5) business days after notice (or, as to amounts stated in the Primary Lease to be due promptly after demand by the Landlord to Tenant, then promptly after demand by SG to Cowen) Cowen’s Pro Rata Share of any and all amounts payable by SG to the Landlord for the Landlord’s increased costs and expenses pursuant to the provisions of Article 24 of the Primary Lease. For purposes of this Sublease, “Cowen’s Pro Rata Share” shall be the percentage obtained by dividing the area of the Subleased Premises (i.e., 109,619 square feet) by the area of the Premises (i.e., 486,561 square feet). The parties agree that as of the date of this Sublease, Cowen’s Pro Rata Share is equivalent to 22.5%. The parties further agree that Cowen’s Pro Rata Share is subject to adjustment in the event of any increase in the size of the Subleased Premises. For purposes of determining the amounts payable by Cowen pursuant to this Section 3 any of the aforesaid amounts payable by SG under the Primary Lease which cover a

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fiscal or other period, any part of which occurs before the Commencement Date or after the expiration of the Sublease Term, shall be apportioned according to the number of days in the relevant period.

(b)   Notwithstanding anything to the contrary in Section 3(a), and solely as to any payment due hereunder that is not recurrent, or to the extent of any increase in a recurrent payment (which, after any such increase, shall thereafter be deemed a recurrent payment), Cowen shall make such payment (or the portion of such payment representing an increase, as the case may be) not later than five (5) business days after receipt of notice from SG.

(c)   Notwithstanding anything to the contrary in this Sublease, Cowen shall make all payments to SG in respect of Real Estate Taxes not later than five (5) business days before December 1st and five (5) business days before June 1st of each calendar year during the Sublease Term, or, if the date on which SG is obligated to pay such Real Estate Taxes changes, not later than five (5) business days before such changed date.

(d)   Cowen acknowledges that SG and the Landlord have executed a License Agreement dated March 22, 2005 (the “License Agreement”) for the provision by the Landlord to SG of infrastructure monitoring services, additional fuel storage capacity and roof space for additional emergency generator capacity. SG agrees that Cowen shall receive its License Agreement Pro Rata Share of services that are provided by the Landlord to SG pursuant to the License Agreement. Cowen agrees that it shall pay to SG upon SG’s demand Cowen’s License Agreement Pro Rata Share of any fees that are payable by SG to the Landlord in respect of the provision of services under the License Agreement. For purposes of this Sublease, Cowen’s “License Agreement Pro Rata Share” shall be the percentage specified as Cowen’s pro rata share on Schedule 3 attached hereto. The parties agree that as of the date of this Sublease, Cowen’s License Agreement Pro Rata Share is equivalent to 23.01%.

4.              SUBORDINATION TO PRIMARY LEASE. (a) This Sublease and the term and estate granted hereby are and shall be subject and subordinate to (i) the Primary Lease and (ii) the matters to which the Primary Lease is or shall be subject and subordinate.

(b)   If for any reason the term of the Primary Lease shall terminate prior to the expiration date of this Sublease, including, without limitation, a termination caused by the Landlord’s exercise of any right of the Landlord under the Primary Lease to terminate the Primary Lease by reason of fire, casualty or condemnation, or an exercise by the Landlord of any right of the Landlord under the Primary Lease to terminate the Primary Lease, as the case may be, or otherwise, this Sublease shall thereupon be terminated, and SG shall not be liable to Cowen by reason thereof, except as specified in Section 7(b).

(c)   If the Landlord’s interest in the Building or the Land, or SG’s interest in the Primary Lease, shall be sold or conveyed to any person, firm or corporation upon the exercise of any remedy provided for in any underlying mortgage or agreement or by law or equity, or if the Landlord’s interest in the Primary Lease or SG’s interest in this Sublease is assigned, conveyed or transferred to any superior landlord as a result of a default by the tenant of such superior landlord and a resulting termination thereof, Cowen agrees that such person, firm or corporation succeeding to the Landlord’s interest in the Building, the Land, the Primary Lease, or SG’s interest in this Sublease, and each person, firm or corporation thereafter succeeding to its interest in the Building, the Land, the Primary Lease or this Sublease, as the case may be, (i) shall not be liable for any act or omission of the Landlord under the Primary Lease occurring prior to such sale or conveyance, or any act or omission of SG under this Sublease occurring prior to such assignment, conveyance or transfer, as the case may be, (ii) shall not

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be subject to any offset, defense or counterclaim accruing prior to such sale, conveyance, assignment or transfer; (iii) shall not be bound by any payment prior to such sale or conveyance of rent for more than one month in advance (except prepayments in the nature of security for the performance by Cowen of its obligations hereunder) and (iv) shall be liable for the performance of the other obligations of the Landlord under the Primary Lease, or SG under this Sublease, as the case may be, only during the period such successor landlord shall hold such interest.

(d)   Cowen acknowledges that SG is obligated to give notice to the Landlord of the making of this Sublease. SG agrees to give such notice to the Landlord promptly after the execution of this Sublease and to use commercially reasonable efforts to obtain Landlord’s consent to the Sublease. SG agrees to notify Cowen promptly of the Landlord’s response to such notice.

5.              INCORPORATION BY REFERENCE. (a) Except as otherwise expressly provided in, or otherwise inconsistent with, this Sublease, or to the extent not applicable to the Subleased Premises, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements contained in the Primary Lease are incorporated in this Sublease by reference, and are made apart hereof as if herein set forth at length, Sublease being substituted for “Lease” under the Primary Lease, SG being substituted for “Landlord” under the Primary Lease, Cowen being substituted for “Tenant” under the Primary Lease, and Subleased Premises being substituted for “Premises” under the Primary Lease.

(b)   The following sections of the Primary Lease are expressly excluded from incorporation herein: Sections 1.1, 1.2, 1.4, and 1.5; the second and third sentences of Section 1.6; the words “except as provided in Section 36.1” in the first sentence of Section 2.1; the first, second and third sentences of Section 2.1; Sections 2.2 and 2.3; Section 6.2(b)(1); Section 7.1; the fourth sentence of Section 8.1; Article 14; Section 22.2; Section 23.1; the second sentence of Section 25.4; Section 25.15; Article 26; Section 27.1; Articles 30 and 31; Sections 35.1, 35.3, 35.4, 35.6, 35.8, 35.9 and 35.10; Section 36.2; Articles 37 and 38; Exhibits A, B, D, J, K, L, M, N, O, P, Q, R, S and T; and the Supplemental Indentures dated June 23, 1994, February 10, 1995, May 15, 1996, December 30, 1996, July 18, 2000, April 17, 2002, March 22, 2005 and April 18, 2005.

(c)   Notwithstanding anything to the contrary set forth herein, the word “Landlord” shall be deemed to mean Landlord in the following provisions of the Primary Lease: Section 3.2 (except for the use of “Landlord” in the last paragraph of Section 3.2); the first and second use of “Landlord” in Section 6.2 and 6.7; Article 8; and Sections 25.18 and 25.19. Notwithstanding anything to the contrary set forth herein, the word “Landlord” shall be deemed to mean Landlord and SG in the following provisions of the Primary Lease: Sections 3.5 and 6.4; and the first use of “Landlord” in Section 13.1.

(d)   If any of the express provisions of this Sublease shall conflict with any of the provisions of the Primary Lease incorporated by reference, such conflict shall be resolved in every instance in favor of the express provisions of this Sublease (subject, however, to Sections 4 and 6 hereof).

6.             NO BREACH OF PRIMARY LEASE. Cowen shall not knowingly do, omit to do, or permit to be done any act or thing which may constitute a breach or violation by SG of any term, covenant or condition of the Primary Lease, whether or not such act or thing is permitted under the provisions of this Sublease. Cowen agrees to cease to do, omit to do, or permit to be done any act or thing which may constitute a breach or violation of any term, covenant or condition of the Primary Lease promptly upon the receipt of notice thereof from SG.

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7.                INDEMNITY. (a) Cowen shall indemnify, defend and hold harmless SG from and against all losses, costs, claims, damages, liabilities and expenses, including, without limitation, reasonable attorneys’ fees, which SG may incur or pay out by reason of (i) any act, omission or negligence occurring in, on or about the Premises caused by Cowen and/or any or its officers, employees, agents, customers and/or invitees, or any person claiming through or under Cowen (Cowen and/or any of the foregoing collectively, the “Cowen Parties”), (ii) any breach or default hereunder on Cowen’s part, (iii) any work done by Cowen in or to the Subleased Premises, or (iv) any claims for injury to person or damage to property arising from the negligent act or omission of any Cowen Party occurring in, on or about the Building. Cowen’s indemnification obligations pursuant to this Section 7 shall be limited solely to the excess of any such all losses, costs, claims, damages, liabilities and expenses over the insurance proceeds collected by SG with respect thereto.

(b)   SG shall indemnify, defend and hold harmless Cowen from and against all losses, costs, claims, damages, expenses and liabilities, including, without limitation, reasonable attorneys’ fees, which Cowen may incur or pay out by reason of (i) any act, omission or negligence occurring in, on or about the Premises caused by SG and/or any or its officers, employees, agents, customers and/or invitees, or any person claiming through or under SG (SG and/or any of the foregoing collectively, the “SG Parties”), (ii) any breach or default hereunder on SG’s part, (iii) any material breach or default under the Primary Lease on SG’s part that adversely affects Cowen, (iv) any work done by SG in or to the Premises, or (v) any claims for injury to person or damage to property arising from the negligent act or omission of any SG Party occurring in, on or about the Building. SG’s indemnification obligations pursuant to this Section 7 shall be limited solely to the excess of any such losses, costs, claims, damages, liabilities and expenses over the insurance proceeds collected by Cowen with respect thereto.

8.             RELEASES. To the extent that SG released the Landlord from liability or responsibility pursuant to the provisions of the Primary Lease, Cowen hereby releases SG to the same extent, and Cowen will cause its insurance carriers to include any clauses or endorsements in favor of SG which SG is required to provide to the Landlord pursuant to the provisions of the Primary Lease.

9.                LATE CHARGES. If Cowen fails to pay any Fixed Rent or Additional Rent for more than five (5) days after the date when due, Cowen shall pay interest on the unpaid amount from the date on which such amount was due until the date that such amount is paid at the rate of 1.5% per calendar month or any part thereof or the then maximum lawful interest rate, whichever shall be less.

10.              ELECTRICITY. SG agrees that Cowen shall be entitled to use Cowen’s Pro Rata Share of all electric energy supplied by the Landlord to the Premises. SG agrees to use its best efforts to cause the Landlord to supply the maximum amount of electricity specified in the Primary Lease. Cowen shall pay SG for Cowen’s Pro Rata Share of electric energy consumed on the Premises. The amount payable by Cowen for electric energy usage shall be increased if the size of the Subleased Premises increases or if Cowen consumes electrical power in an amount that is disproportionate to the ratio of the size of the Subleased Premises to the size of the Premises.

11.           CONDITION OF SUBLEASED PREMISES. Cowen agrees and acknowledges that Cowen is leasing the Subleased Premises “as is”, subject to normal wear and tear. SG and Cowen have agreed that Cowen has engaged SG to perform work on the Subleased Premises in order to reconfigure the Subleased Premises, at Cowen’s expense, in accordance with Cowen’s space plan as

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described on Schedule 1A hereto. Following the completion by SG of the reconfiguration, SG and SG agree that all references in this Sublease to the “Subleased Premises” shall mean the premises as described on Schedule 1 hereto, as the same shall have been modified in accordance with the Cowen space plan as described on Schedule 1A hereto.

12.          SIGNAGE; NAMING. Cowen may place suitable identification signage naming Cowen on the floors of the Subleased Premises; provided, however, that any signage on the sixth floor shall be consistent in size with the SG signage on said floor. SG will request the Landlord to include Cowen’s name on the directory in the lobby of the Building.

13.          NO ASSIGNMENT AND SUBLETTING. (a) Cowen shall not, by operation of law or otherwise, assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest therein, or sublet the Subleased Premises or any part or parts thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any other person, except with the prior written consent of SG, which consent shall not be unreasonably withheld, and the Landlord in accordance with the provisions of this Section 13.

(b)   Any proposed assignment or subletting by Cowen of the Subleased Premises shall be subject to the following conditions:

(i)     Cowen agrees that no request to assign this Sublease or sublet all or part of the Subleased Premises shall be made prior to January 1, 2007;

(ii)    Any request by Cowen to assign this Sublease or sublet all or part of the Subleased Premises may be made only in respect of (A) the entire portion of the Subleased Premises that Cowen occupies on the sixth floor of the Building, and/or (B) the entire fourteenth floor of the Building and/or (C) the entire fifteenth floor of the Building. The assignment or subletting of a portion of the fourteenth floor or a portion of the fifteenth floor of the Building is not permitted;

(iii)   Cowen may not make a request to sublet the fifteenth floor unless it has previously given SG an Offer Notice (as hereinafter defined) for the fourteenth floor or unless it gives SG an Offer notice for both the fourteenth and fifteenth floors; and

(iv)   Cowen may not assign or sublet any portion of the Data Center or IDF closets.

(c)   If Cowen desires to assign this Sublease or sublet all or part of the Subleased Premises as described in the preceding sentences, Cowen shall give to SG a notice (the “Offer Notice”), specifying (i) the portion of the Subleased Premises to be assigned or sublet (the “Offered Premises”), and (ii) the anticipated commencement date of the proposed assignment or sublease. Within thirty (30) days of receiving an Offer Notice from Cowen SG shall notify Cowen whether it wishes to recapture the Offered Premises. If SG sends Cowen a notice (“Recapture Notice”) that it wishes to recapture the Offered Premises, SG and Cowen shall mutually agree on a date, which date shall not be earlier than sixty (60) days, and not later than one hundred-eighty (180) days, after the date of the Recapture Notice, for the recapture by SG, and the surrender by Cowen, of the Offered Premises. If SG elects to recapture the Offered Premises, SG and Cowen shall move as quickly as practicable to amend this Sublease and/or otherwise document the recapture by SG, and the surrender by Cowen, of the Offered Premises.

(d)   If SG has not elected to recapture the Offered Premises, Cowen shall furnish SG

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and the Landlord with (i) a term sheet or copy of the proposed assignment or sublease, (ii) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Subleased Premises, (iii) current financial information with respect to the proposed assignee or subtenant, including without limitation, its most recent financial statements and (iv) such other information as either SG or the Landlord may reasonably request.

In the event that SG and the Landlord each consents to any assignment of this Sublease or subletting of the Subleased Premises, Cowen shall deliver to SG and the Landlord (A) an executed counterpart of the assignment or sublease agreement, in form and substance reasonably satisfactory to SG and the Landlord, and (B) a certificate of insurance evidencing (x) that SG and the Landlord have been named as additional insureds under the insurance policies required to be maintained by Cowen pursuant to Section 14 of the Sublease, and (y) that the insurance referred to therein is in full force and effect. Each assignment or sublease shall provide that the subtenant may not assign its rights thereunder or further sublet the space demised under the sublease, in whole or in part, without SG’s consent. Cowen also agrees to pay to SG in connection with any assignment of this Sublease or subletting of the Offered Premises Cowen’s Pro Rata Share of all investment costs incurred by SG in respect of the Subleased Premises.

(e)   Notwithstanding any assignment or subletting permitted by SG and the Landlord, Cowen shall remain fully liable on this Sublease, and Cowen agrees that it shall continue to be directly responsible for the payment to SG of Fixed Rent and Additional Rent and the performance of all obligations of Cowen under this Sublease. Cowen further agrees that any violation of any provision of this Sublease during the term hereof by any assignee, subtenant or other occupant shall be deemed a violation by Cowen, it being the intention that Cowen shall be liable to SG for any and all acts and omissions of any and all assignees, subtenants and other occupants of the Subleased Premises.

(f)   If the aggregate of the amounts payable as rent or otherwise by a subtenant under a sublease of any part of the Subleased Premises (including, without limitation, all amounts payable on account of changes in real estate taxes, operating costs, maintenance costs, labor rates, indexes or other formulas contained in the sublease but excluding consideration paid in respect of actual services rendered to the extent that the same does not exceed that which a bona fide third party would pay for the same services) shall be in excess of Cowen’s Basic Cost therefor at that time, then promptly after the collection thereof by Cowen, Cowen shall pay to SG, in monthly installments, as Additional Rent an amount equal to seventy-five percent (75%) of such excess. (Cowen acknowledges that SG is obligated pursuant to the terms of the Primary Lease to pay fifty percent (50%) of any excess amount collected by Cowen from any subtenant to the Landlord.) Cowen shall deliver to SG upon request a statement in reasonable detail showing the calculation of the amounts payable and paid by the subtenant to Cowen with respect to the sublease for the period covered by such statement. “Cowen’s Basic Cost” for sublet space at any time means the sum of (i) the portion of the Fixed Rent, Real Estate Taxes and Cost of Operation and Maintenance which is attributable to the sublet space, plus (ii) the amount of any costs incurred by Cowen in making alterations to the sublet space for the subtenant, and the amount of any work allowance granted by Cowen to the subtenant, plus (iii) the amount of the unamortized cost of any Cowen leasehold improvements as reflected on Cowen’s books, plus (iv) the amount of any reasonable brokerage commissions and reasonable legal fees, marketing costs, and other reasonable costs paid by Cowen in connection with the sublease amortized on a straight line basis over the term of the sublease.

(g)  Cowen shall reimburse SG upon demand for any reasonable actual out-of-pocket

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costs incurred by SG in connection with any assignment or sublease, including, without limitation, the costs of making investigations as to the acceptability of the proposed assignee or subtenant, and legal costs incurred in connection with the granting of any requested consent.

14.             INSURANCE. Cowen shall comply with the insurance requirements imposed upon SG, as tenant under the Primary Lease, but only with respect to the Subleased Premises. Such insurance shall name SG and the Landlord as additional insured parties as their respective interests may appear. Cowen shall furnish SG with certificates evidencing such insurance prior to the Commencement Date. Cowen will cause its insurance carriers to include any clauses or endorsements in favor of the Landlord that SG is required to provide to the Landlord pursuant to the provisions of the Primary Lease.

15.           ALTERATIONS. Cowen shall comply with the requirements imposed upon SG, as tenant under the Primary Lease, with respect to any alterations of the Subleased Premises. In addition, for so long as SG has not assigned its interest under this Sublease, Cowen agrees that if any proposed alteration to the Subleased Premises connects to, interferes with, or supports SG’s infrastructure installations, then Cowen agrees to retain SG’s Facilities Management Department to supervise such alteration.

16.            RIGHT TO CURE COWEN’S DEFAULTS. If Cowen shall at any time fail to perform any obligation of Cowen hereunder, then SG shall have the right, but not the obligation, to perform the same (a) immediately and with notice (which may be oral) in the case of emergency or in case such is likely to result in a violation of law or the Primary Lease or in an immediate cancellation of any insurance policy maintained by SG or the Landlord and (b) in any other case if such failure continues more than ten (10) days after notice to Cowen, Cowen shall pay to SG upon demand all sums so paid by SG and all incidental costs and expenses of SG in connection therewith, together with interest thereon at the rate of 1.5% per calendar month or any part thereof or the then maximum lawful interest rate, whichever shall be less, from the date of the making of such expenditures. No performance by SG of any obligation that Cowen has failed to perform shall waive or release Cowen from any obligations of Cowen under this Sublease.

17.            REMEDIES. In the event Cowen defaults in the performance of any of the terms, covenants or conditions of this Sublease or of the Primary Lease, SG shall be entitled to exercise any and all of the rights and remedies to which it is entitled by law or in equity, and also any and all of the rights and remedies specifically provided for in the Primary Lease, which are hereby incorporated herein and made part hereof with the same force and effect as if herein specifically set forth in full, and wherever in the Primary Lease rights and remedies are given to the Landlord, the same shall be deemed to refer to SG.

18.            BROKERAGE. Cowen and SG represent to each other that no broker or other person had any part, or was instrumental in any way, in bringing about this Sublease.

19.            NO WAIVER. (a) The failure of SG to insist in any one or more cases upon the strict performance or observance of any obligation of Cowen hereunder or to exercise any right or option contained herein shall not be construed as a waiver or relinquishment for the future of any such obligation of Cowen or any right or option of SG. SG’s receipt and acceptance of Fixed Rent or Additional Rent, or SG’s acceptance of performance of any other obligation by Cowen, with knowledge of Cowen’s breach of any provision of this Sublease, shall not be deemed a waiver of

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such breach. No waiver by SG of any term, covenant or condition of this Sublease shall be deemed to have been made unless expressed in writing and signed by SG.

(b)   The failure of Cowen to insist in any one or more cases upon the strict performance or observance of any obligation of SG hereunder or to exercise any right or option contained herein shall not be construed as a waiver or relinquishment for the future of any such obligation of SG or any right or option of Cowen or Cowen’s acceptance of performance of any other obligation by SG, with knowledge of SG’s breach of any provision of this Sublease, shall not be deemed a waiver of such breach. No waiver by Cowen of any term, covenant or condition of this Sublease shall be deemed to have been made unless expressed in writing and signed by Cowen.

20.           COMPLETE AGREEMENT. There are no representations, agreements, arrangements or understandings, oral or written, between the parties relating to the subject matter of this Sublease which are not fully expressed in this Sublease. This Sublease cannot be changed or terminated orally or in any manner other than by a written agreement executed by both parties.

21.           SUCCESSORS AND ASSIGNS. The provisions of this Sublease, except as herein otherwise specifically provided, shall extend to, bind and inure to the benefit of the parties hereto and their respective personal representatives, heirs, successors and permitted assigns. In the event of any assignment or transfer of SG’s leasehold estate under the Primary Lease, the transferor or assignor, as the case may be, shall be and hereby is entirely relieved and freed of all further obligations under this Sublease.

22.           HOLDING OVER. If Cowen holds over in the Subleased Premises after the expiration or termination of the Sublease Term without the express written consent of SG and the Landlord, Cowen shall pay, (i) all amounts due under Section 25.7 of the Primary Lease as incorporated herein by reference; and (ii) if and to the extent the Landlord requires SG to pay such amounts to the Landlord under Section 25.7 of the Primary Lease, any additional amount required to be paid by SG (as Tenant under the Primary Lease) under Section 25.7 of the Primary Lease in respect of the holding over by Cowen in the Subleased Premises, including, without limitation, any payment due from SG as Tenant under Section 25.7(c)(ii) of the Primary Lease. If Cowen holds over in the Subleased Premises after the expiration or termination of the Sublease Term without the express written consent of SG and the Landlord and SG has failed to vacate the Premises, then during such period of time that SG has also failed to vacate the premises, the amount payable by Cowen shall be Cowen’s Pro Rata Share of the amounts payable by SG to the Landlord pursuant to Section 25.7 of the Primary Lease.

23.           CONFIDENTIALITY. (a) Cowen shall treat the terms of the Primary Lease and the Sublease with confidentiality and agrees not to disclose the terms of either document to any person or entity other than (i) to the extent required by laws, rules, orders or other regulations of any governmental authority, or that it is advised by counsel is required by such laws, rules, orders or other regulations, or (ii) to the extent required by any listing or trading agreement concerning any publicly traded securities that it or any of its affiliates may issue, or which it is advised by counsel is required by any such agreement; or (iii) to its auditors or attorneys to the extent necessary in connection with their representation of Cowen.

(b)   SG shall treat the terms of the Sublease with confidentiality and agrees not to disclose the terms of the Sublease to any person or entity other than (i) to the extent required by laws, rules, orders or other regulations of any governmental authority, or that it is advised by counsel is

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required by such laws, rules, orders or other regulations, or (ii) to the extent required by any listing or trading agreement concerning any publicly traded securities that it or any of its affiliates may issue, or which it is advised by counsel is required by any such agreement; or (iii) to its auditors or attorneys to the extent necessary in connection with their representation of SG.

24.           CONSENT OF LANDLORD UNDER PRIMARY LEASE. (a) The Sublease Term shall not commence, and this Sublease shall not be effective, until the Landlord shall have given its written consent hereto in accordance with the terms of the Primary Lease, and SG shall have notified Cowen that such consent has been given.

(b)   SG agrees to use commercially reasonable efforts to obtain a Subordination and Non-Disturbance Agreement from the Landlord for Cowen by the Commencement Date of the Sublease.

25.           NOTICES. All notices, consents, approvals, demands and requests (collectively “Notices”) which are required or desired to be given by either party to the other hereunder shall be in writing and shall be (i) sent by a recognized overnight courier for next business day delivery or (ii) by personal delivery, receipt required. Notices which are served upon SG or Cowen in the manner provided herein shall be deemed to have been given, served and received for all purposes hereunder on the date evidenced by receipt. All Notices given to SG shall be addressed to Societe Generale, 1221 Avenue of the Americas, New York, NY 10020, Attention: Manager of Facilities, with a copy to Societe Generale, 1221 Avenue of the Americas, New York, NY 10020, Attn: General Counsel. All Notices given to Cowen shall be addressed to SG Cowen & Co., LLC, 1221 Avenue of the Americas, New York, NY 10020, Attn: Chief Administrative Officer, with a copy to SG Cowen & Co., LLC, 1221 Avenue of the Americas, New York, NY 10020, Attn: General Counsel, or at such other place as either party may from time to time designate in a notice given in accordance with the provisions of this Section 25.

26.             JURISDICTION, ETC. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Sublease, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b)   Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Sublease in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

27.             WAIVER OF JURY TRIAL. Each of the parties hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Sublease.

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28.           COSTS AND EXPENSES. Any costs and expenses incurred by SG in connection with the exercise of any rights hereunder or any request made by Cowen, shall be paid by Cowen to SG on demand, except as otherwise provided herein.

29.           GOVERNING LAW. This Sublease shall be governed by, and construed in accordance with, the laws of the State of New York without reference to any conflict of law or choice of law principles that might apply the law of another jurisdiction.

IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be executed by their respective officers thereunto duly authorized, as of the date first above written.

SOCIÉTÉ GÉNÉRALE
By:	/s/ Jean Philippe Coulier
	Name: Jean Philippe Coulier
	Title:   Chief Operating Officer
SG COWEN & CO., LLC
By:	/s/ Pascal Pinson
	Name: Pascal Pinson
	Title:   Chief Administrative Officer
By:	/s/ Thomas Conner
	Name: Thomas Conner
	Title:    Chief Financial Officer

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SCHEDULE 1

[Description of Subleased Premises
as of the Sublease Execution Date]

13

SCHEDULE 1A

[Description of Subleased Premises
Pursuant to Cowen Space Plan]

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SCHEDULE 2

[Estimated Conversion Costs]

15

SCHEDULE 3

[Cowen’s Pro Rata Share
of Cost of License Agreement]

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EX-10.16

Exhibit 10.16

ROCK-MCGRAW, INC.

LANDLORD

TO

SOCIÉTÉ GÉNÉRALE

TENANT

LEASE

Dated October 29th, 1993

1221 Avenue of the Americas

TABLE OF CONTENTS

Article		Page
1.	Demise of Premises, Term and Rent	1
2.	Completion and Occupancy	3
3.	Use of Premises	4
4.	Fixtures	7
5.	Electric Current and Water	8
6.	Various Covenants	11
7.	Assignment, Mortgaging, Subletting, etc	17
8.	Changes or Alterations by Landlord	19
9.	Damage by Fire, etc	20
10.	Condemnation	23
11.	Compliance with Laws	25
12.	Accidents to Sanitary and Other Systems	26
13.	Subordination	28
14.	Notices	29
15.	Conditions of Limitation	29
16.	Re-entry by Landlord	31
17.	Damages	32
18.	Waivers by Tenant	34
19.	Tenant’s Removal	34
20.	Elevators, Cleaning, Services, etc	35
21.	Lease Contains All Agreements - No Waivers	38
22.	Parties Bound; Exculpation	39
23.	Curing Tenant’s Defaults - Additional Rents	40
24.	Adjustments for Changes in Landlord’s Costs and Expenses	41

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Article		Page
25.	Miscellaneous	53
26.	Signage and Information Desk	59
27.	Brokerage Commission	61
28.	Quiet Enjoyment	61
29.	Hazardous Substances	61
30.	Service Option	62
31.	Option Space	65
32.	Renewal Options	71
33.	Work by Tenant	76
34.	Early Possession	81
35.	Subletting	81
36.	Landlord’s Work	87
37.	Use Areas	88
38.	Right of First Offer	94

RULES AND REGULATIONS

EXHIBIT A – PREMISES

EXHIBIT B – FLOOR PLANS

EXHIBIT C – THE LAND

EXHIBIT D – APPLICABLE FIXED RENTAL RATE

EXHIBIT E – FORM OF NON-DISTURBANCE AGREEMENT FOR UNDERLYING MORTGAGES

EXHIBIT F – FORM OF NON-DISTURBANCE AGREEMENT FOR UNDERLYING LEASES

EXHIBIT G – CLEANING SPECIFICATIONS

EXHIBIT H – AIR CONDITIONING SPECIFICATIONS

EXHIBIT I – FORM OF ESCALATION STATEMENT

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EXHIBIT J – TENANT’S SIGNAGE

EXHIBIT K – FORM OF INFORMATION DESK AGREEMENT

EXHIBIT L – FIRST OPTION SPACE

EXHIBIT M – SQUARE FOOTAGE OF FLOORS 21 THROUGH 25

EXHIBIT N – SETBACK AREA

EXHIBIT O – SKETCHES OF SETBACK EQUIPMENT

EXHIBIT P – RESTRICTED SETBACK AREA

EXHIBIT Q – LOCATION OF TELECOMMUNICATIONS SHAFT SPACE

EXHIBIT R – LOCATION OF ELECTRIC SHAFT SPACE

EXHIBIT S – LOCATION OF FUEL PIPE SHAFT SPACE

EXHIBIT T – OFFER SPACE

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Lease, dated as of October 29th, 1993, between ROCK-McCRAW, INC., a New York corporation, having an office at 1230 Avenue of the Americas, New York, N.Y. 10020 (the “Landlord”), and SOCIÉTÉ GÉNÉRALE, a corporation organized and existing under the laws of the Republic of France, having an office at No. 29 Boulevard Haussman, Paris, France (the “Tenant”),

WITNESSETH:

ARTICLE ONE

Demise of Premises, Term and Rent

1.1           The Landlord does hereby lease and demise to the Tenant, and the Tenant does hereby hire and take from the Landlord, subject and subordinate to the Qualified Encumbrances (as hereinafter defined) and upon and subject to the provisions of this Lease, for the term hereinafter stated, the spaces designated on Exhibit A attached hereto and substantially as shown hatched on the diagrams attached hereto as Exhibit B in the building known as 1221 Avenue of the Americas (the “Building”), situated upon a plot of land (the “Land” and, together with the Building, the “Real Property”) in the Borough of Manhattan, New York, N.Y. as more particularly described in Exhibit C attached hereto, together with all fixtures, equipment, improvements, installations and appurtenances which at the commencement of or during the term of this Lease are thereto attached (except items not deemed to be included therein and removable by the Tenant as provided in Article Four); which spaces, fixtures, equipment, improvements, installations and appurtenances are sometimes called the “Premises”.

1.2           The term of this Lease shall commence on the date of this Lease (subject to Article Two) (such date for the commencement of the term of this Lease being the “term commencement date”) and shall end on September 30, 2013 or on such earlier date upon which the term may expire or be terminated pursuant to any of the conditions of limitation or other provisions of this Lease or pursuant to law; provided, that the Tenant shall have the right, exercisable upon twelve (12) months prior notice, to terminate this Lease with respect to those portions of the Premises on the C-2 level of the Building.

1.3           The Premises shall be used for the following, but no other, purpose, namely: executive, clerical, general and administrative offices, including lawful activities incidental thereto.

1.4           The rent reserved under this Lease for the term of this Lease shall consist of (a) fixed rent, at the annual rates per

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rentable square foot set forth in Exhibit D attached hereto (“Fixed Rent”), payable in equal monthly installments in advance on the first day of each and every calendar month of the term of this Lease for which Fixed Rent is reserved as aforesaid (except that, if the term commencement date shall be other than the first day of a calendar month, the first monthly installment of Fixed Rent, apportioned for the part month in question, shall be payable on the term commencement date), plus (b) the Additional Rent payable as provided in this Lease; all to be paid to the Landlord, at its office as set forth above, or at such other place or places as the Landlord shall designate to the Tenant, in lawful money of the United States of America. For purposes of this Lease, “Additional Rent” shall mean any and all costs, expenses, charges, amounts or sums payable to the Landlord by the Tenant pursuant to this Lease other than Fixed Rent.

1.5           The Tenant shall pay Fixed Rent and Additional Rent (collectively “Rent”) as and when the same shall become due and payable as provided in this Lease and without setoff or deduction and, except as otherwise expressly provided in this Lease, without demand therefor and without any abatement. The Tenant shall keep, observe and perform, and permit no violation of, each and every provision contained in this Lease on the part of the Tenant to be kept, observed and performed.

1.6           In determining the rentable area and, where applicable, the useable area of the Building or any portion thereof pursuant to any provision of this Lease, the rentable area or useable area thereof or such portion, as the case may be, shall be the rentable area or useable area thereof in square feet determined in accordance with the Standard Method of Floor Measurement for Office Buildings approved by The Real Estate Board of New York, Inc., which became effective on January 1, 1987, assuming a 20% loss factor from rentable to useable (the “Measurement Standard”). The parties stipulate for all purposes of this Lease that the rentable square foot area of the spaces enumerated on Exhibit A and Exhibit M hereto (a) shall be as set forth on Exhibit A and Exhibit M hereto, (b) has been determined in accordance with the Measurement Standard and (c) shall not be changed by future remeasurement or measurement standard, but only by actual increase or decrease in the space leased hereunder. The parties further agree that the rentable square foot area of the First Option Space (as hereinafter defined) shall be determined in accordance with the Measurement Standard.

1.7           The term “Qualified Encumbrances” means (a) matters of record affecting the Premises, Building or Land on the date of this Lease or hereafter approved by the Tenant, which approval shall not be unreasonably withheld, (b) the underlying mortgages and underlying leases to which this Lease is subordinate pursuant to Article Thirteen, (c) any declaration of restrictions or other document in respect of the transfer of use of development rights,

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(d) any declaration or other document which subjects all or any portion of the Land and/or the Building to a condominium regime, and (e) any preservation or similar easement, declaration or agreement containing covenants, restrictions or agreements in respect of the maintenance of the Building and/or the Land as a landmark site with or held by a governmental agency or an entity designated or accepted by a governmental agency (each, a “Preservation Agreement”). To the Landlord’s actual knowledge, without independent investigation, there are no matters of record affecting the Premises, Building or Land which are not set forth in that certain certificate for title insurance No. 9201-00487 dated May 19, 1992 issued by Chicago Title Insurance Company.

ARTICLE TWO

Completion and Occupancy

2.1           The Tenant has examined and shall accept the Premises in their existing condition and state of repair and understands that no work is to be performed by the Landlord in connection therewith except as provided in Section 36.1. The Landlord, either through its own employees or through a contractor or contractors to be engaged by it for such purpose, will proceed with due dispatch, subject to delay by causes beyond its reasonable control and Tenant Delay (as hereinafter defined), to do all of the work the Landlord is required to do by the terms of this Lease during regular working hours and will exercise all reasonable efforts to complete all of such work not later than (a) November 1, 1993 with respect to the portion of the Premises on the 10th Floor of the Building and (b) December 1, 1993 with respect to the portion the Premises on the 11th Floor of the Building. If the Landlord is required by this Lease to do any such work without expense to the Tenant and the cost of such work is increased due to any Tenant Delay, the Tenant shall pay to the Landlord an amount equal to such increase in cost. As used in this Lease, “Tenant Delay” shall mean a delay caused by any act or omission of the Tenant, any affiliate thereof or their respective agents, officers, partners, directors, contractors, employees, licensees or invitees, including, without limitation, delays due to changes in or additions to any work to be done by the Landlord or delays in submission of information, approving working drawings or estimates or giving authorizations or approvals.

2.2           If any portion of the Premises shall not be available for possession by the Tenant on the specific date hereinabove designated for the availability thereof for any reason, then this Lease shall not be affected thereby; it being understood that the Tenant shall have no claim against the Landlord, and the Landlord shall have no liability to the Tenant, by reason of any such postponement of said specific date. The parties to this Lease expressly provide that, if the Premises are not available for possession by the Tenant on the specific date hereinabove designated for the commencement of the term hereof, the Tenant, except with the consent of the Landlord, shall not be entitled to

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possession of the Premises until the same is delivered to the Tenant by the Landlord and there shall be no abatement of Rent by reason thereof, and the Tenant shall not have any claim against the Landlord nor any right to rescind this Lease, and the Landlord shall have no liability to the Tenant, by reason thereof. The foregoing Section 2.2 shall constitute “an express provision to the contrary” as such phrase is used in Section 223-a of the Real Property Law of the State of New York and shall constitute a waiver of the Tenant’s rights pursuant to such Section 223-a and any other law of like import now or hereafter in force.

2.3           Unless the Tenant notifies the Landlord to the contrary before the earlier of (a) thirty (30) days after the date on which the Tenant takes possession of any part of the Premises and (b) the date on which the Tenant commences the Tenant Work (as hereinafter defined) in such part of the Premises, the Tenant, by taking possession of such part of the Premises, shall be conclusively deemed to have agreed that the Landlord, up to the time of such possession, had performed all of its obligations under this Lease with respect to such part and that such part, except for latent defects and except for minor details of construction, decoration and mechanical adjustment referred to above, was in satisfactory condition as of the date of such possession. If the Tenant so notifies the Landlord and the Landlord had not performed such obligations, the Landlord shall promptly commence and diligently proceed with the performance thereof in such a manner as will not unreasonably interfere with the Tenant’s Work,

ARTICLE THREE

Use of Premises

3.1           The Tenant shall not, except with the prior consent of the Landlord, use, or suffer or permit the use of, the Premises or any part thereof for any purpose other than the uses permitted in Section 1.3, provided, that the portions of the Premises which are identified as toilets or utility areas, if any, shall be used by the Tenant only for the purposes for which they are designed and the portions of the Premises which are identified as storage areas, if any, shall be used only for storage purposes.

3.2           The Tenant shall not:

(a)           use, or suffer or permit the use of, the Premises or any part thereof in any manner or for any purpose or do, bring or keep anything, or suffer or permit anything to be done, brought or kept, therein (including, without limitation, the installation or operation of any electrical, electronic or other equipment) which is unlawful or in contravention of the Certificate of Occupancy for the Building; or

(b)           do, or suffer or permit the doing of, anything in the Premises or in connection with the Tenant’s business or

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advertising which, in the reasonable judgment of the Landlord, will, to more than a de minimis extent, be prejudicial to the business or reputation of the Landlord, the Building or Rockefeller Center or reflect unfavorably on the Landlord, the Building or Rockefeller Center or confuse or mislead the public as to any connection or relationship between the Landlord and the Tenant.

The Landlord acknowledges that (1) commercial and investment banking, (2) asset management, (3) issue, placing and trading of financial instruments, (4) specialized financing and (5) investing in the equity of industrial and commercial companies are not businesses which are prejudicial to the business of the Landlord or the reputation of the Landlord, the Building or Rockefeller Center or reflect unfavorably on the Landlord, the Building or Rockefeller Center.

3.3           Unless otherwise specifically provided in this Lease, the Tenant will not use, or suffer or permit the use of, the Premises or any part thereof for any of the following purposes: (a) manufacturing of any kind, (b) the business of broadcasting to the general public by wire or wireless of any programs or pictures of any sort, or for the sale of apparatus or devices connected with the business of such broadcasting, (c) the retail sale of any item whatsoever except to the extent customarily sold by financial or financial service institutions and not involving regular and consistent direct patronage of the general public, (d) an auction of any kind other than an auction of financial instruments or products, or (e) except as provided in Section 3.4, the preparation, dispensation or consumption of food or beverages.

3.4           The Landlord agrees that parts of the Premises may be used as a kitchen, pantry or executive dining room and for the installation and operation of food and beverage vending machines for the employees and guests of the Tenant (but not open to the general public) upon the condition in each case that: (1) no food or beverages will be kept or served in the Premises in a manner or under any conditions which shall be the occasion for fumes or odors being emitted from, or detectable outside of, the Premises, (2) such parts of the Premises shall be at all times maintained by the Tenant in an clean and sanitary condition and free of refuse (including use of extermination services whenever required), (3) the Tenant will keep the plumbing and sanitary systems and installations serving such parts of the Premises to the points they connect with the main vertical risers and stacks of the Building in a good state of repair and operating condition, (4) except in a kitchen, no cooking or other preparation of food (other than the heating of precooked foods and beverages) shall be done in the Premises and (5) no kitchen shall be used unless it is equipped with all equipment (collectively, “Kitchen Equipment”) required by Requirements or reasonably required by the Landlord for safety, sanitary operation and ventilation or customarily required by owners of first-class office buildings in midtown Manhattan of

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similar size, character and operation, including, without limitation, ventilating hoods, duct work, risers, stacks, plumbing and sanitary systems and range hood exhaust systems (including flues and related fans). Unless required by Requirements or the provisions of this Lease, once the Kitchen Equipment has been installed in accordance with plans approved by the Landlord, the Tenant shall not be required to relocate the flue or add any bracing to the floor by reason of the Kitchen Equipment unless the Landlord bears the cost thereof. Kitchen Equipment shall be installed by the Tenant at its expense (and all work and actions in connection therewith shall be subject to the provisions of this Lease, including, without limitation, Article Six), and the Tenant, at its expense, shall keep all Kitchen Equipment (including any related fans and all connections between the Kitchen Equipment and such fans) clean and in a good state of repair and operating condition. Within sixty (60) days after commencing operation of any kitchen in the Premises, the Tenant shall establish a maintenance schedule for the cleaning of all ventilating hoods over ranges and cooking equipment and duct work and risers, including any related fans (the “Exhaust System”), and submit such maintenance records with respect to the Exhaust System to the building manager within 10 days after request at all times during the term of this Lease.

3.5           If any governmental license or permit shall be required for the proper and lawful conduct of any business or other activity carried on in the Premises and, if the failure to secure such license or permit would adversely affect the Landlord, the Tenant shall promptly procure and thereafter maintain such license or permit, submit the same to inspection by the Landlord, and comply with the terms and conditions thereof.

3.6           Neither the Tenant nor any occupant of the Premises shall use the words “Rockefeller”, “Center” or “Radio City”, or any combination or simulation thereof, for any purpose whatsoever, including (but not limited to) as or for any corporate, firm or trade name, trademark or designation or description of merchandise or services, except that the foregoing shall not prevent the use, in a conventional manner and without emphasis or display, of the words “Rockefeller Center” and/or, where applicable, “Rockefeller Plaza” as part of the Tenant’s business address. Neither the Tenant nor any occupant of the Premises shall use the name of the Building or the name of the entity for which the Building is named or any part or abbreviation (including, without limitation, initials) of either such name except that the foregoing shall not prevent the use of the name of the Building or any part thereof, in a conventional manner and without emphasis or display, as a part of the Tenant’s or such occupant’s business address or by reference in the ordinary course of its business.

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ARTICLE FOUR

Fixtures

4.1           All fixtures, equipment, improvements and installations (“Fixtures”) attached to, or built into, the Premises at the commencement of or during the term of this Lease, whether or not installed at the expense of the Tenant or by the Tenant, shall be and remain part of the Premises and be deemed the property of the Landlord and shall not be removed by the Tenant except as otherwise expressly provided in this Lease. All electric, plumbing, heating, sprinkling, dumbwaiter, elevator, fixtures and outlets, venetian blinds, partitions, railings, gates, doors, vaults, stairs, paneling (including, without limitation, display cases and cupboards recessed in paneling), molding, shelving, radiator enclosures, floors, and ventilating, silencing, air conditioning and cooling equipment shall be deemed to be included in Fixtures, whether or not attached to or built into the Premises. Notwithstanding the foregoing, all non-structural installations and/or alterations in the Premises may, at the Tenant’s option, be removed or abandoned by the Tenant; provided, that the Tenant shall, unless otherwise requested by the Landlord, (a) close up any slab penetration in the Premises (other than those existing on the date of this Lease which the Tenant has not closed and received any reimbursement from the Landlord pursuant to Section 33.6 plus one (1) new slab penetration for a stairway) and (b) remove from the Building any of the following additions to the Premises made by the Tenant after the date of this Lease: structural additions, stairways (except as otherwise provided in clause (a) above), safes, vault areas, lead-lined rooms, conveyors, pneumatic tubes and internal elevators. All such closing and removal shall be performed not later than the expiration or termination of the Lease and shall be performed subject to the provisions of this Lease, including, without limitation, Section 6.5. The Tenant shall repair any damage to the Premises arising from such additions, closing and removal to the extent such damage (i) is structural, (ii) affects the Building’s sanitary, electrical, heating, air conditioning, ventilating or other systems, (iii) affects any space outside of the Premises or (iv) is visible from the common areas of the Building outside of the Premises. The cost of repairing any such damage to the Premises or the Building shall be paid by the Tenant upon demand. If any Fixture or other alteration or property of the Tenant which as aforesaid may or is required to be removed by the Tenant is not so removed within the time above specified therefor, then the Landlord may at its election deem that the same has been abandoned by the Tenant to the Landlord, but no such election shall relieve the Tenant of its obligation to pay the cost and expense of removing those required to be removed by the Tenant or the cost of repairing damage arising from any removal performed by the Tenant or required to be performed by the Tenant hereunder. Notwithstanding the foregoing, the Landlord may, by notice to the Tenant, prohibit the closing of any slab penetration not theretofore closed and the removal of any or all items the Tenant

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is required to remove pursuant to this Section 4.1 but has not theretofore removed unless, with respect to non-structural items, the Tenant chooses to remove same.

4.2           All the perimeter walls of the Premises, any balconies, terraces or roofs adjacent to the Premises (including, without limitation, any flagpoles or other installations on said walls, balconies, terraces or roofs), and any space in and/or adjacent to the Premises used for shafts, stairways, stacks, pipes, conduits, ducts, mail chutes, conveyors, electric or other utilities, sinks, fans or other Building facilities, and the use thereof, as well as access thereto through the Premises (except in the case of emergency, upon reasonable prior notice and at such times as shall not unreasonably interfere with the Tenant’s business) for the purposes of such use and the operation, improvement, replacement, addition, repair, maintenance or decoration thereof, are expressly reserved to the Landlord.

ARTICLE FIVE

Electric Current and Water

5.1           The Landlord shall furnish, through the existing transmission facilities installed by it in the Building, alternating electric current to the electric closets and panels provided by the Landlord and serving the Premises in such reasonable quantity as may be required for the Tenant’s ordinary use of the Premises for the purposes herein specified, but such quantity shall not exceed, in the aggregate, an average of six watts per rentable square foot of space in the Premises; provided, that if the Tenant shall demonstrate, to the Landlord’s reasonable satisfaction, that the Tenant’s actual usage will exceed said six watts, then the Landlord shall provide the amount so needed, but in no event shall the Landlord be obligated to provide more than eight (8) watts per rentable square foot of space in the Premises. Such alternating electric current shall be measured by a meter or meters provided and installed by the Landlord at such location or locations as the Landlord shall select, it being understood that Tenant is responsible for installation of meter service, including, without limitation, CT cabinets, meter pans and associated wiring, but excluding the meter itself. The Tenant shall pay to the Landlord, as billed by the Landlord, at the end of each billing period of the public utility company then supplying such alternating electric current to the Building an amount which shall be the sum of (i) 105% of the product obtained by multiplying the actual number of kilowatt hours of electric current consumed by the Tenant in such billing period by a fraction having as its numerator the amount charged the Landlord for the Building by said public utility for the total number of kilowatt hours billable to the Landlord for the Building in such billing period and as its denominator said total number of kilowatt hours, plus (ii) any taxes applicable to the amount determined pursuant to the foregoing clause (i). If requested by the Tenant within sixty (60) days

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after any bill for electricity is sent to the Tenant, the Landlord will furnish the Tenant with a copy of the corresponding bill from the public utility company. In any circumstances where any meter measures consumption of electricity by more than one tenant, the Landlord shall make a reasonable estimate of such consumption and allocate the cost thereof pro rata to the tenants (including the Tenant) which derive the benefit thereof in accordance with the respective rentable areas occupied by such tenants and subject to such shared metering.

5.2           The Landlord may, at its option, upon not less than sixty (60) days’ prior notice to the Tenant, discontinue the furnishing of electric current to the Premises or any part thereof and, in such event, the Tenant shall contract for the supplying of such electric current thereto with the public service company supplying electric current to the neighborhood, and the Landlord shall permit its risers, conduits and feeders serving the Premises, to the extent available, suitable and safely capable, to be used for the purpose of supplying such electric current; it being understood that (except to the extent prohibited by any Requirement) the Landlord will not discontinue the furnishing of such electric current to the Premises unless (a) the Landlord discontinues furnishing electric current to substantially all of the tenants in the Building, (b) it is possible for the Tenant to contract with the public utility company furnishing electric current to the neighborhood for the furnishing of such electric current to the Premises and (c) the Tenant shall have had reasonable time to so contract with such utility company and to perform all work necessary to provide risers, conduits and feeders to supply the electric current provided for in the first sentence of Section 5.1.

5.3           If (a) the Tenant shall require electric current for use in the Premises (including, without limitation, electric current furnished through the Tenant’s Electric Riser) in excess of the greater of (i) six (6) watts per rentable square foot of space in the Premises and (ii) if the Tenant shall demonstrate, to the Landlord’s reasonable satisfaction, that the Tenant’s actual usage will exceed said six watts, the lesser of the Tenant’s actual usage and eight (8) watts per rentable square foot of space in the Premises and (b) the Landlord, at its reasonable option, shall make such excess load available to the Tenant, then the Tenant shall pay the Landlord’s then standard charge for such excess load availability along with the consumption charges specified in Section 5.1. In addition to the foregoing charges, if, in the Landlord’s judgment, such additional electric current cannot be furnished unless additional risers, conduits, feeders, switchboards and/or appurtenances are installed in the Building, the Landlord, upon request of the Tenant, will proceed with reasonable diligence to install such additional risers, conduits, feeders, switchboards and/or appurtenances provided the same and the use thereof shall be permitted by all laws, ordinances, rules, orders and regulations of all governmental and quasi-governmental authorities and of all

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insurance bodies, at any time duly issued and in force (collectively, “Requirements”) applicable to the Land, the Building or the Premises or any part thereof, to the Tenant’s use thereof or to the Tenant’s observance of any provision of this Lease and shall not cause damage or injury to the Building or the Premises or cause or create a dangerous or hazardous condition or entail excessive or unreasonable alterations or repairs or interfere with or disturb other tenants or occupants of the Building, and the Tenant shall pay all costs and expenses incurred by the Landlord in connection with such installation and shall maintain on deposit with the Landlord such security for the payment by the Tenant of all such costs and expenses as the Landlord shall from time to time request; provided, that the Tenant may, at its expense, install such additional risers, feeders, switchboards and/or appurtenances (and all work and actions in connection therewith shall be subject to the provisions of Section 6.5). The Tenant shall purchase and install all lamps, starters and ballasts (including replacements thereof) used in the lighting fixtures in the Premises.

5.4           Water will be furnished by the Landlord for (a) normal office uses including in lavatory and toilet facilities, pantries and coffee rooms, if any, in the Premises and (b) reasonable and customary use in any kitchen facilities in the Premises which are capable of simultaneously serving a full meal to no more than twenty-four (24) persons. Where any water is otherwise furnished or any steam is furnished by the Landlord, the Tenant shall pay (i) the actual cost to the Landlord for the water or steam so furnished based on a mutually agreed-upon, reasonable estimate of the Tenant’s usage and, in the case of water, for any required pumping and heating thereof, and (ii) any taxes, sewer rent or other charges which may be imposed by any government or agency thereof based upon the quantity of water or steam so furnished or the charge therefor. Notwithstanding anything in this Section 5.4, there shall be no charge to the Tenant under this Section 5.4 for chilled water furnished by the Landlord pursuant to Article Twenty.

5.5           The Landlord shall in no way be liable for any failure, inadequacy or defect in the character or supply of electric current, water or steam furnished to the Premises except for actual damage suffered by the Tenant by reason of any such failure, inadequacy or defect caused by the sole negligence, gross negligence or willful misconduct of the Landlord or its agents, servants or employees in the operation or maintenance of the Premises or the Building (each, a “Landlord Party”). Subject to the provisions of Article Nine, if any such failure, inadequacy or defect renders more than 500 rentable square feet of the Premises untenantable for (a) fourteen (14) days in any thirty (30) day period after the Tenant notifies the Landlord of such untenantability (subject to appropriate extension for force majeure events), if the remedy of such failure, inadequacy or defect is within the Landlord’s reasonable control or was caused by the sole negligence, gross negligence or willful misconduct of a Landlord

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Party, or (b) in all events, thirty (30) days in any sixty (60) day period after the Tenant notifies the Landlord of such untenantability, then Fixed Rent and the Additional Rent under Article Twenty-four (“Article 24 Rent”) payable in respect of the portion of the Premises rendered untenantable shall abate from the first day after such portion of the Premises became untenantable until such portion of the Premises is rendered tenantable; provided that such abatement shall be made only if there is no other existing abatement relating to the space in question under any provision of this Lease. If the Tenant would be entitled to an abatement under this Section 5.5 but for the fact that the date on which the Tenant is to commence payment of Fixed Rent (the “Rent Commencement Date”) has not yet occurred, then the Rent Commencement Date for the space in question shall be postponed by one (1) day for each day such abatement would have been applicable had the Rent Commencement Date occurred. If a substantial part of the Premises is rendered untenantable as a result of such a failure, inadequacy or defect and it is reasonably determined by the Landlord that such part of the Premises cannot be made tenantable within a period of fifteen (15) months after the occurrence of such failure, inadequacy or defect, then, notwithstanding anything to the contrary contained in this Section 5.5, the provisions of Section 9.2 shall control. For purposes of this Lease, space shall be deemed untenantable only if such space (1) cannot be used by the Tenant in the ordinary course of its business for the uses permitted in Section 1.3 and (2) is not used by the Tenant.

5.6           The Landlord shall pay to the Tenant all utility company rebates paid to the Landlord resulting from installations paid for by the Tenant, or permit the Tenant a credit for such amount against future Rent payments.

ARTICLE SIX

Various Covenants

6.1           The Tenant shall take such care of the Premises as is necessary to (a) maintain the Premises in a safe and vermin-free condition and (b) not adversely affect the operation or maintenance of the Building’s sanitary, electrical, heating, air conditioning, ventilating or other systems serving, located in, or passing through, the Premises. The Tenant shall keep clean those portions of the Premises which are visible from outside of the Premises which the Landlord is not required by this Lease to clean, and pay the cost of making good any injury, damage or breakage caused by the Tenant, any other occupant of the Premises (other than a Landlord Party), any affiliate of the Tenant or such occupant, or any of their respective employees, officers, directors, partners, contractors, agents, licensees or invitees (each, a “Tenant Party”), other than any damage with respect to which the Tenant is released from liability pursuant to Section 9.3.

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6.2           The Tenant shall observe and comply with the rules and regulations annexed to, and made a part of, this Lease and such other and further reasonable rules and regulations as the Landlord hereafter at any time may make and communicate to the Tenant and which (a) in the reasonable judgment of the Landlord, shall be necessary or desirable for the reputation, safety, care or appearance of the Building, or the preservation of good order therein, or the operation or maintenance of the Building, or the equipment thereof, or the comfort of tenants or others in the Building, and (b) will not unreasonably interfere with the Tenant’s use of the Premises; provided, however, that (1) no such rule or regulation shall apply to Qualified Alterations (as hereinafter defined) or other Alterations (as hereinafter defined) which have been approved by the Landlord once work in respect thereof has been commenced by the Tenant if such rule or regulation will prohibit or materially increase the cost of completion thereof and (2) in the case of any conflict between the provisions of this Lease and any such rule or regulation, the provisions of this Lease shall control. The Landlord shall enforce the rules and regulations in a non-discriminatory manner.

6.3           The Tenant shall permit the Landlord, any landlord under any of the underlying leases, any mortgagee under any of the underlying mortgages, any other party reasonably designated by the Landlord, and their respective representatives, to enter the Premises during business hours for the purposes of inspection and permit them or any of their agents or contractors to enter at any time for the purpose of complying with any Requirement or exercising any right reserved to the Landlord under Article Eight or elsewhere by this Lease (it being understood that the parties specified in this subsection are third-party beneficiaries of the covenants specified in this subsection in the event of the Landlord’s breach of any obligation it may have to any such party to exercise a right of access on such party’s behalf). The foregoing rights of access to the Premises shall not be exercised (a) more often than is reasonably necessary or desirable in furtherance of legitimate business interests of the Landlord or any such mortgagee or landlord and (b) unless, in each instance (i) twenty-four hours advance telephonic notice thereof, except in the case of an emergency, has been given to the Tenant, (ii) the Tenant shall be permitted, if it so elects, except in the case of an emergency, to have a representative accompany the Landlord or any such party, (iii) any such party is accompanied by the Landlord, an affiliate of the Landlord, the managing agent of the Building or any of their representatives and (iv) such right of access is exercised in a manner which does not interfere with the Tenant’s use and enjoyment of the Premises, provided that the Tenant acknowledges that walking through the Premises does not constitute interference with the Tenant’s use and enjoyment of the Premises.

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6.4           The Tenant shall make no claim against the Landlord or any landlord under any of the underlying leases for any injury or damage to the Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, or loss of use of, any property of the Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by the sole negligence, gross negligence or willful misconduct of a Landlord Party, it being understood that no property other than such as might normally be brought upon or kept in the Premises as an incident to the reasonable use of the Premises for the purposes specified in this Lease will be brought upon or kept in the Premises.

6.5           (a)          The Tenant shall make no alteration, change, addition, improvement, repair or replacement (an “Alteration”) in, to, or about, the Premises, and do no work in such connection, without in each case the prior consent of the Landlord. Notwithstanding the foregoing, the Tenant shall not be required to obtain the Landlord’s prior consent in connection with any Alteration (a “Qualified Alteration”) which (i) does not involve a structural change to the Building, (ii) does not affect the sanitary, electrical, heating, air conditioning, ventilating or other systems of the Building, (iii) does not affect any space outside of the Premises and (iv) is not visible from the common areas of the Building outside of the Premises. All work in connection with any Alteration shall be performed only by workers and contractors of the Landlord or by workers and contractors of the Tenant acceptable to the Landlord, and in a manner and upon reasonable terms and conditions and at times, approved by the Landlord. The Tenant shall make no contract for nor employ any labor in connection with the maintenance, cleaning (except as provided in Article Thirty) or other servicing of the Premises without in each case the prior consent of the Landlord. In the case of structural Alterations required by any Requirement applicable to the Premises or any part thereof or to Tenant’s use thereof or to Tenant’s observance of any provision of this Lease, the Landlord’s consents and approvals under this Section 6.5(a) shall not be unreasonably withheld, conditioned or delayed to the extent granting same shall not impose any burden on the Landlord in addition to those burdens specifically agreed to by the Landlord under the terms of this Lease. Without limiting the generality of the foregoing, the parties agree that it is not unreasonable for the Landlord to condition its consent on the Tenant agreeing to pay the cost of performing any such burden on the Landlord in addition to those burdens specifically agreed to by the Landlord under the terms of this Lease. If the retention of an outside consultant is necessitated by the extraordinary time required for, or complex nature of, the reviews and inspections in connection with the consideration of the granting of, and compliance with, any such consent or approval, the Tenant shall reimburse the Landlord for its reasonable third party costs incurred in connection therewith.

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(b)           Notwithstanding anything in this Lease to the contrary, the Tenant shall make all changes (once approved by the Landlord), whether or not structural and whether or not in the Premises, required by any Requirement as a result of any Alteration.

(c)           The Tenant shall pay as and when the same become due and payable all charges incurred by it in connection with any Alterations. If any notice or claim of any lien be given or filed by or against the Building or the Land for any work, labor or services performed, or for any materials, products or equipment used, furnished or manufactured for use, therein or thereon or in connection with the performance of any Alteration, the Tenant shall promptly, but in all events within thirty (30) days, discharge or remove the same of record by payment, bonding or otherwise.

(d)           Notwithstanding any consent or approval by the Landlord, the Tenant shall not:

(i) permit the use of any contractors, workers, labor, material or equipment if the use thereof actually disturbs harmony with any trade engaged in performing any other work, labor or service in or with regard to the Building or Rockefeller Center or contributes to any labor dispute, or

(ii) permit the use of any contractors, workers, labor, material or equipment if the use thereof will, in the Landlord’s reasonable judgement, disturb harmony with any trade engaged in performing any other work, labor or service in or with regard to the Building or Rockefeller Center or contribute to any labor dispute.

Without limiting the generality of the foregoing, it is understood by the parties that vandalism or a stoppage, strike, slowdown, picket, leafletting or other similar unrest shall be deemed to be such a disturbance.

(e)           The Tenant shall carry or cause to be carried appropriate workers compensation insurance for all workers working in the Premises.

(f)            The Tenant shall deliver to the Landlord, within thirty (30) days after completion of an Alteration, (i) a “paper” copy of as-built plans and specifications of the Premises reflecting the Alteration in question and (ii) if available, magnetic computer media of such as-built plans and specifications prepared on an Autocad Computer Assisted Drafting and Design (“CADD”) System (or such other system as the Landlord may select) using naming conventions issued by the American Institute of Architects in June 1990 (or such other naming convention the Landlord may select), translated into DXF format or another format selected by the Landlord. The Tenant shall use best efforts

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(without being obligated to expend money beyond that due in payment for the Alteration) to deliver to the Landlord, within thirty (30) days after completion of an Alteration, general releases and waivers of lien from all contractors, subcontractors and materialmen involved in the performance of the Alteration in question. If the Tenant is unable to deliver such general releases and waivers of lien within said thirty (30) day period, the Tenant shall (A) nonetheless continue using best efforts (without being obligated to expend money beyond that due in payment for the Alteration) to deliver the same to the Landlord until such time as the contractors, subcontractors and materialmen in question may not, as a matter of law, file a lien or charge against the Building, the Land or any part thereof and (B) deliver to the Landlord a certificate signed by an appropriate officer of the Tenant either (1) stating that all contractors, subcontractors and materialmen have been paid for all work and materials furnished in connection with the Alteration or (2) if the Tenant is engaged in a bona fide dispute with any contractors, subcontractors or materialmen, describing the nature of the dispute. If the Tenant shall be engaged in a dispute with any contractors, subcontractors or materialmen who have not furnished general releases and waivers of lien, the Tenant shall act to resolve the dispute with due diligence and dispatch, and shall keep the Landlord fully Informed of all material matters relating thereto. Notwithstanding the foregoing, nothing contained in this subsection 6.5(f) shall in any way affect the obligations of the Tenant under subsection 6.5(c).

6.6           The Tenant shall not violate, or permit the violation of, any condition imposed by the standard fire insurance policy issued for office buildings in the Borough of Manhattan, New York, N.Y., and shall not do, suffer or permit anything to be done, or keep, suffer or permit anything to be kept, in the Premises, which would increase the fire or other casualty insurance rate on the Building or property therein unless the Tenant agrees to bear the additional cost thereof, or which would result in two insurance companies of good standing refusing to insure the Building or any such property in amounts and against risks as reasonably determined by the Landlord.

6.7           The Tenant shall permit the Landlord to show the Premises at reasonable times during Business Hours (as hereinafter defined) to any lessee, or any prospective purchaser, lessee, mortgagee or assignee of any mortgage or underlying lease, of the Building and/or the Land or of the Landlord’s interest therein, and their representatives, and during the 24 months preceding the expiration of this Lease with respect to any part of the Premises similarly show such part to any person contemplating the leasing of all or a portion of the same. The foregoing rights of access to the Premises shall not be exercised (a) more often than is reasonably necessary or desirable in furtherance of legitimate business interests of the Landlord or any such mortgagee or landlord and (b) unless, in each instance (i) twenty-four hours advance telephonic

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notice thereof has been given to the Tenant, (ii) the Tenant shall be permitted, if it so elects, to have a representative accompany the Landlord or any such party, (iii) any such party is accompanied by the Landlord, an affiliate of the Landlord, the managing agent of the Building or any of their representatives and (iv) such right of access is exercised in a manner which does not interfere with the Tenant’s use and enjoyment of the Premises, provided that the Tenant acknowledges that walking through the Premises does not constitute interference with the Tenant’s use and enjoyment of the Premises.

6.8           At the expiration or any earlier termination of this Lease with respect to any part of the Premises, the Tenant shall terminate its occupancy of, and quit and surrender to the Landlord, such part of the Premises free of rubbish, debris and vermin.

6.9           Each party, at any time and from time to time, shall execute, acknowledge and deliver to the other party, upon not less than twenty (20) days’ prior notice, a statement of such party (or if such party is a corporation or a partnership, an appropriate officer or partner, as the case may be, of such party) certifying as to whether this Lease is unmodified and in full force and effect (or if there have been modifications, whether the same is in full force and effect as modified and stating the modifications), the dates to which the Rent has been paid in advance, if any, stating whether or not to the best knowledge of the signer of such certificate the other party is in default in the keeping, observance or performance of any provision contained in this Lease and, if so, specifying each such default, and such other information as the other party may reasonably request. It is intended that any such statement from the Tenant may be relied upon by the Landlord, any landlord under any underlying lease (as defined in Article Thirteen hereof) or any lessee or mortgagee, or any prospective purchaser, lessee, mortgagee or assignee of any underlying mortgage (as defined in Article Thirteen hereof); and that any such statement from the Landlord may be relied upon by the Tenant, any of the Tenant’s sublessees, or any prospective assignee or sublessee of the Tenant’s interest in this Lease.

6.10         The Tenant shall indemnify, and save harmless, the Landlord, and its agents and partners and its and their respective contractors, licensees, invitees, servants, officers, directors, agents and employees, any mortgagee under any underlying mortgage and any landlord under any of the underlying leases (the “Landlord Indemnitees”) from and against all liability (statutory or otherwise), claims, suits, demands, damages, judgments, costs, interest and expenses (including, without limitation, reasonable counsel fees and disbursements incurred in the defense thereof) to which any Landlord Indemnitee may (except insofar as it arises solely out of the negligence or willful misconduct of any such Landlord Indemnitee) be subject or suffer whether by reason of, or by reason of any claim for, any injury to, or death of, any person

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or persons or damage to property (including, without limitation, any loss of use thereof) or otherwise arising from or in connection with the use of, or from any work or thing whatsoever done in, any part of the Premises or the Building (other than by any Landlord Indemnitee) during the term of this Lease or during the period of time, if any, prior to the commencement of such term that the Tenant may have been given access to such part for the purpose of doing work or otherwise, or as a result of any Tenant Party performing any such work or otherwise that subjects any Landlord Indemnitee to any Requirement to which such Landlord Indemnitee would not otherwise be subject, or arising from any condition of the Premises due to or resulting from any default by the Tenant in the keeping, observance or performance of any provision contained in this Lease or from any act or negligence of any Tenant Party.

6.11         The Tenant shall maintain, at all times during the term of this Lease and during any other times the Tenant is granted access to the Premises, a policy or policies of commercial general liability insurance (including, without limitation, insurance of the Tenant’s contractual liability under this Lease) with the premiums fully paid on or before the due date, issued by a reputable insurance company licensed to do business in the State of New York, having a minimum rating A- XI by A.M. Best & Company or such other comparable financial rating as the Landlord may at any time consider reasonably appropriate, and reasonably acceptable to the Landlord. Such insurance shall afford minimum limits as the Landlord may reasonably designate from time to time, but in no event less than $3,000,000 per occurrence with a $5,000,000 aggregate in respect of injury or death to any number of persons and not less than $3,000,000 for damage to or loss of use of property in any one occurrence, subject to reasonable deductibles. Each such policy shall provide that it cannot be cancelled, changed or modified except upon 30 days’ prior notice to the Landlord and shall name the Landlord Indemnitees and such other designees as the Landlord may from time to time designate as additional insureds thereunder. The Tenant shall furnish original certificates of such insurance to the Landlord prior to the term commencement date (or any date on which the Tenant is granted earlier access) and thereafter not less than 30 days prior to the expiration of each such policy and any renewals or replacements thereof.

ARTICLE SEVEN

Assignment, Mortgaging, Subletting, etc.

7.1           The Tenant covenants, for the Tenant and its successors, assigns and legal representatives, that neither this Lease nor the term and estate hereby granted, nor any part hereof or thereof, will be assigned, mortgaged, pledged, encumbered or otherwise transferred (it being agreed that (y) issuance by the Tenant of stock and/or the transfer of already-issued stock/partnership interest, in one or more transactions so as to transfer control or transfer 50% or more of an interest in the Tenant, other than

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through over-the-counter or national securities exchange transactions by those holding less than a 5% interest in the Tenant, or (z) sale or transfer of 25% or more of the assets of the Tenant in one or more transactions, other than in the ordinary course of business, shall, in either event, be deemed an assignment of this Lease), and that neither the Premises, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of the Tenant, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space, for mailing privileges or as a concession, by anyone other than the Tenant and the Tenant’s permitted subsidiaries, affiliates, sublessees and assigns, or will, except as permitted under Article Thirty-five, be sublet, or offered or advertised for subletting; provided, however, that, if the Tenant is a corporation, (a) the assignment or transfer of this Lease, and the term and estate hereby granted, to any corporation into which the Tenant is merged or with which the Tenant is consolidated (such corporation being hereinafter in this Article called the “Assignee”) without the prior consent of the Landlord shall not be deemed to be prohibited hereby if, and upon the express conditions that, (i) the primary purpose for such merger or consolidation is other than the transfer of this Lease, (ii) the surviving entity has a net worth of at least $400 million (U.S.), and (iii) at least thirty (30) days prior to the merger or consolidation, the Assignee shall have executed and delivered to the Landlord an agreement in form and substance reasonably satisfactory to the Landlord whereby the Assignee shall agree to be personally bound by and upon all the provisions set forth in this Lease on the part of the Tenant to be kept, observed or performed to the same extent as the Tenant, and whereby the Assignee shall expressly agree that the provisions of this Article shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers, and (b) the Landlord will consent to the Tenant permitting the Premises to be used and occupied for the purposes specified in, and subject to the provisions of, this Lease, by any subsidiary or affiliate of the Tenant, but only for so long as the occupant remains a subsidiary or affiliate of the Tenant, provided that (I) the Tenant provides reasonable evidence of the relationship of the subsidiary or affiliate to the Tenant, (II) in the Landlord’s reasonable judgment the subsidiary or affiliate is of a character and engaged in a business such as is in compliance with Section 1.3 and is otherwise in keeping with the standards in those respects for the Building and its occupancy and (III) it being understood that an entity shall only be a subsidiary or affiliate of the Tenant for purposes of this Section 7.1 if the Tenant or its subsidiary, parent or affiliate owns, directly or indirectly, 50% or more of each class of the stock of any corporation or equitable interest in any other business entity.

7.2           Without in any way suggesting permission for the Tenant to assign the Lease, if the Lease is nonetheless assigned by the order of a court or otherwise but not as permitted by Section 7.1

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above, the Tenant shall pay to the Landlord fifty percent (50%) of any consideration received by the Tenant from an assignee (other than a Tenant Affiliate) for the assignment, net of brokerage commissions, legal fees, workletter payments and other costs incurred by the Tenant in connection therewith and not reimbursed by the assignee. The amounts to be paid to the Landlord under this Section shall be payable only out of amounts collected by the Tenant in connection with an assignment and shall be deemed forgiven if no assignment occurs.

7.3           The Landlord will, at the request of the Tenant, maintain listings on the Building directory of the names of the Tenant, its departments and its permitted sublessees, subsidiaries and affiliates occupying parts of the Premises, and the names of any of their officers or employees; provided, however, that the number of names so listed shall not exceed 900. Without implying any right to do so, the listing of any name other than that of the Tenant, whether on the doors or windows of the Premises, on the Building directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the Premises or be deemed to be the consent of the Landlord referred to in Section 7.1, it being expressly understood that any such listing is a privilege extended by the Landlord revocable at will by notice to the Tenant.

ARTICLE EIGHT

Changes or Alterations by Landlord

8.1           The Landlord reserves the right to make such changes, alterations, additions, improvements, repairs or replacements in or to the Building (including, without limitation, the Premises) and the fixtures and equipment thereof, as well as in or to the street entrances, halls, passages, elevators, escalators and stairways and other parts of the Building, and to erect, maintain and use pipes, ducts and conduits in and through the Premises, all as may be reasonably necessary or desirable for other tenants in the Building, for the safety of the Building, for the maintenance of the Building as a first-class building or for Building technology upgrades; provided, that (a) the exercise of such rights shall not result in (i) an unreasonable obstruction of the means of access to the Premises or (ii) an unreasonable interference with the use of the Premises, (b) the number of passenger elevators serving the Premises is not permanently reduced and (c) pipes, ducts and conduits are enclosed and, where reasonably practicable, are situated above ceilings, below floors or in walls or shafts. The Landlord shall, except in the case of emergency, give the Tenant reasonable prior notice if any such change, alteration, addition, improvement, repair or replacement will affect the Premises. If any such change, alteration, addition, improvement, repair or replacement results in the Tenant being excluded from more than 500 rentable square feet of the Premises for seven (7) days in any fifteen (15) day period after the Tenant notifies the Landlord of such exclusion, then Fixed Rent and Article 24 Rent

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payable in respect of the portion of the Premises from which the Tenant is excluded shall abate from the first day after the Tenant is excluded from such portion of the Premises until such portion of the Premises is returned to the Tenant’s possession; provided, that: (a) if the Tenant (i) is excluded from more than 25% of any full floor of the Premises as a result of such a change, alteration, addition, improvement, repair or replacement and (ii) does not use any part such floor, then Fixed Rent and Article 24 Rent payable in respect of such full floor shall be abated as aforesaid; and (b) if the Tenant (i) is excluded from more than 50% of the entire Premises as a result of such a change, alteration, addition, improvement, repair or replacement and (ii) does not use any part of the Premises, then Fixed Rent and Article 24 Rent payable in respect of the entire Premises shall be abated as aforesaid. If the Tenant would be entitled to an abatement under this Section 8.1 but for the fact that the Rent Commencement Date has not yet occurred, then the Rent Commencement Date for the space in question shall be postponed by one (1) day for each day such abatement would have been applicable had the Rent Commencement Date occurred. Notwithstanding anything to the contrary contained in this Section 8.1, abatements under this Section 8.1 shall be made only if there is no other existing abatement relating to the space in question under any provision of this Lease. Nothing in this Section 8.1 or in Article Six shall be deemed to relieve the Tenant of any duty, obligation or liability to make any repair, replacement or improvement or comply with any Requirement. Except as permitted by this Section 8.1 and in case of emergency, the Landlord shall not make any changes, alterations, additions, improvements, repairs or replacements in or to the Premises without the prior consent of the Tenant, which consent shall not be unreasonably withheld, delayed or conditioned and which consent shall be deemed granted if not granted or denied within five (5) days after request therefor.

8.2           Subject to the provisions of Article Twenty-six, the Landlord reserves the right to change the name or address of the Building at any time. Neither this Lease nor any use by the Tenant shall give the Tenant any right or easement to the use of any door or any passage connecting the Building with any subway or any other building or to the use of any public conveniences, and the use of such doors, passages and conveniences may be regulated or discontinued at any time by the Landlord.

ARTICLE NINE

Damage by Fire, etc.

9.1           If any part of the Premises shall be damaged by fire or other perils, the Tenant shall give prompt notice thereof to the Landlord and the Landlord shall proceed with reasonable diligence subject to adjustment and collection of any insurance proceeds and the provisions of any Qualified Encumbrance to repair such damage, and, if any part of the Premises shall be rendered untenantable by

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reason of such damage (including untenantability due to lack of access thereto), Fixed Rent and Article 24 Rent in respect of such part of the Premises, shall be abated for the period from the date of such damage to the date when such part of the Premises shall have been made tenantable or to such earlier date upon which either such part of the Premises would have been tenantable but for Tenant Delay or the full term of this Lease with respect to such part of the Premises shall expire or terminate, unless (a) the Landlord shall make available to the Tenant, during the period of such repair, other space in the Building which, in the Tenant’s reasonable judgment, is reasonably suitable for the temporary carrying on of the Tenant’s business, or (b) such fire or other damage shall have resulted from the act or negligence of any Tenant Party; provided, that: (i) if (A) more than 25% of any full floor of the Premises is rendered untenantable as a result of such fire or other damage and (B) the Tenant does not use any part of such floor, then Fixed Rent and Article 24 Rent payable in respect of such full floor shall be abated as aforesaid; and (ii) if (A) more than 50% of the entire Premises is rendered untenantable as a result of such fire or other damage and (B) the Tenant does not use any part of the Premises, then Fixed Rent and Article 24 Rent payable in respect of the entire Premises shall be abated as aforesaid. If the Tenant would be entitled to an abatement under this Section 9.1 but for the fact that the Rent Commencement Date has not yet occurred, then the Rent Commencement Date for the space in question shall be shall be postponed by one (1) day for each day such abatement would have been applicable had the Rent Commencement Date occurred. Notwithstanding anything to the contrary contained in this Section 9.1, abatements under this Section 9.1 shall be made only if there is no other existing abatement relating to the space in question under any provision of this Lease. Except for the Landlord’s gross negligence or willful misconduct, the Landlord shall not be liable for any inconvenience or annoyance to the Tenant or injury to the business of the Tenant resulting in any way from such damage or the repair thereof. The Tenant understands that the Landlord will not carry insurance of any kind on (w) the Tenant’s goods, furniture, equipment or furnishings, (x) on any Fixtures removable by the Tenant as provided in this Lease, (y) on Tenant improvements or betterments or (z) on any property in the care, custody and control of the Tenant (collectively, the “Tenant’s Property”), and that the Landlord shall not be obligated to repair any damage thereto or replace the same.

9.2           If substantial alteration or reconstruction of the Building shall, in the reasonable opinion of the Landlord, be required as a result of damage by fire or other perils (whether or not the Premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by the Landlord by a notice, given within sixty (60) days of such damage specifying a date, not less than sixty (60) days after the giving of such notice, for such termination; provided, that the Landlord may not so terminate the

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Lease unless the Landlord terminates substantially all of the leases in the Building. If the Landlord undertakes such a substantial alteration or reconstruction of the Building, the Landlord shall complete the same with reasonable diligence insofar as the same relates to the Premises (including, without limitation, access thereto) and the common areas of the Building. In addition, (a) if a substantial part of the Premises is rendered untenantable as a result of such damage by fire or other peril and it is reasonably determined by the Landlord that such part of the Premises cannot be made tenantable within a period of fifteen (15) months after the occurrence of such fire or other peril, then this Lease and the term and estate hereby granted may be terminated by the Landlord or the Tenant by a notice specifying a date, not less than sixty (60) days after the giving of such notice for such termination, which notice must be given within sixty (60) days of such damage (as to which date time is of the essence), and (b) if the Premises or a substantial part thereof are rendered untenantable as a result of such damage by fire or other casualty (including, without limitation, untenantability due to lack of access thereto) and the Landlord’s restoration is not substantially completed by the Landlord within fifteen (15) months after the occurrence thereof, then this Lease and the term and estate hereby granted may be terminated by the Tenant by its giving to the Landlord within sixty (60) days after the end of such fifteen-month period (as to which date time is of the essence) a notice specifying a date, not less than thirty (30) days after the giving of such notice, for such termination. In the event of the giving of notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified in such notice with the same effect as if such date were the date initially specified in this Lease as the expiration date, and Fixed Rent and Article 24 Rent shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent provided in Section 9.1.

9.3           Nothing in this Lease shall relieve the Tenant from any liability to the Landlord or to its insurers in connection with any damage to the Premises or the Building by fire or other peril if the Tenant shall be legally liable in such respect, except that the Landlord and the Tenant hereby release each other with respect to any liability which the released party might otherwise have to the releasing party for any damage to the Building or the Premises or the contents thereof by fire or other peril occurring during the term of this Lease to the extent of the proceeds received under a policy or policies of insurance permitting such release. Each party will use best efforts to cause its property and/or other applicable insurance policy to include a provision permitting such a release of liability; provided, that if such a provision is obtainable from such insurer only at an additional expense, the insured party shall notify the other party and, unless the other party pays such additional expense within ten (10) days thereafter, the insured party shall thereafter be free of its waiver of

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subrogation so long as an additional cost is required under the policy in question.

9.4           This Lease shall be considered an express agreement governing any case of damage to or destruction of, or any part of, the Building or the Premises by fire or other peril, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such case.

ARTICLE TEN
 Condemnation

10.1         If all of the Premises shall be lawfully condemned or taken in any manner for any public or quasi-public use, this Lease and the term and estate hereby granted shall forthwith cease and terminate as of the date of vesting of title in such condemnation or taking. If only a part of the Premises shall be so condemned or taken, then the term and estate hereby granted with respect to such part of the Premises shall forthwith cease and terminate as of the date of vesting of title in such condemnation or taking and Fixed Rent and Article 24 Rent, to the extent related to such part of the Premises, shall be abated for the period from the date of such vesting of title to the date specified in this Lease for the expiration of the full term of this Lease with respect to such part of the Premises, but only if there is no other existing abatement relating to the space in question under any provision of this Lease. If only a part of the Building shall be so condemned or taken, then (a) if substantial alteration or reconstruction of the Building or the Premises shall, in the opinion of the Landlord, be necessary or desirable as a result of such condemnation or taking, this Lease and the term and estate hereby granted may be terminated by the Landlord within sixty (60) days following the date on which the Landlord shall have received notice of such vesting of title, by a notice to the Tenant specifying a date, not less than sixty (60) days after the Landlord’s notice, for such termination, or (b) if such condemnation or taking shall be of a substantial part of the Premises or of a substantial part of the means of access thereto, this Lease and the term and estate hereby granted may be terminated by the Tenant, within sixty (60) days following the date upon which the Tenant shall have received notice of such vesting of title, by a notice to the Landlord specifying a date, not less than thirty (30) days after the Tenant’s notice, for such termination, or (c) if neither the Landlord nor the Tenant elects to terminate this Lease, this Lease shall not be affected by such condemnation or taking, except that this Lease and the term and estate hereby granted with respect to the part of the Premises so condemned or taken shall expire on the date of the vesting of title to such part and except that Fixed Rent and Article 24 Rent shall be abated to the extent, if any, hereinabove provided in this Article. If only a part of the Premises shall be so condemned or

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taken and this Lease and the term and estate hereby granted with respect to the remaining portion of the Premises are not terminated, the Landlord will proceed with reasonable diligence, subject to the provisions of any Qualified Encumbrance and without requiring the Landlord to expend more than it collects as an award therefor, to restore the remaining portion of the Premises as nearly as practicable to the same condition as it was in prior to such condemnation or taking.

10.2         The termination of this Lease and the term and estate hereby granted in any of the cases specified in this Article shall be with the same effect as if the date of such termination were the date originally specified for the expiration of the full term of this Lease, and Fixed Rent and Article 24 Rent shall be apportioned as of such date of termination.

10.3         If there is any condemnation or taking of all or a part of the Building, the Landlord shall be entitled to receive the entire award in the condemnation proceeding, including, without limitation, any award made for the value of the estate vested by this Lease in the Tenant and, in the case of a taking for temporary use and occupancy, any award made as compensation for the cost of restoration of the Building. The Tenant hereby expressly assigns to the Landlord any and all right, title and interest of the Tenant now or hereafter arising in or to any such award or any part thereof, and the Tenant shall be entitled to receive no part of such award; provided, that the Tenant shall not be precluded, on prior notice to the Landlord, from intervening for the Tenant’s own interest in any such condemnation proceeding to claim or receive from the condemning authority any compensation to which the Tenant may otherwise lawfully be entitled in such case in respect of property removable by the Tenant under Article Four or for moving expenses, but only to the extent such compensation does not reduce the award otherwise payable to the Landlord.

10.4         If the whole or any part of the Premises, or of the Tenant’s leasehold estate, shall be taken in condemnation proceedings or by any right of eminent domain for temporary use or occupancy. Fixed Rent and Article 24 Rent, to the extent related to such part of the Premises, shall be abated for the period from the date such use or occupancy commences to the date on which possession of such part of the Premises is restored to the Tenant, but only if there is no other existing abatement relating to the space in question under any provision of this Lease. Notwithstanding the foregoing, the Tenant shall perform and observe all of the other provisions of this Lease upon the part of the Tenant to be performed and observed, as though such taking had not occurred, except (a) to the extent that the Tenant may be prevented from so doing pursuant to the terms of the order of the condemning authority or (b) in portions of the Premises taken pursuant to the order. The Landlord shall, upon the expiration of any such period of temporary use or occupancy, restore the Building, as nearly as

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may be reasonably possible within the balance of the term of the Lease, to the condition in which the same was immediately prior to such taking, subject to the provisions of any Qualified Encumbrance and without requiring the Landlord to expend more than it collects as an award therefor.

ARTICLE ELEVEN
Compliance with Laws

11.1         Subject to the provisions of Section 11.3, the Tenant shall comply with all Requirements applicable to the Premises or any part thereof, to the Tenant’s use thereof or to the Tenant’s observance of any provision of this Lease, except that the Tenant shall not be under any obligation to comply with any such Requirement (other than such a Requirement having as a primary purpose the benefit of disabled persons) which (a) requires any structural alteration of or in connection with the Premises solely by reason of the use thereof for any of the purposes permitted in Section 1.3 or (b) would not have been applicable to the Premises but for a condition which has been created solely by, or at the sole instance of, any Landlord Party. Notwithstanding the foregoing, the Tenant shall, subject to the provisions of Section 11.3, be responsible for (x) a condition which has been created by, or at the instance of, any Tenant Party and (y) a breach by any Tenant Party of any provision of this Lease. Where any structural alteration of or in connection with the Premises is required by any such Requirement and (i) by reason of the express exception specified above, the Tenant is not under any obligation to make such alteration and (ii) it is reasonably determined by the Landlord that the cost of making such required alteration, when added to the cost of all required alterations made during the preceding twelve-month period, will exceed $5,000,000 (the “Threshold Amount”), then the Landlord shall have the option of making such alteration or of terminating this Lease and the term and estate hereby granted by giving to the Tenant not less than thirty (30) days’ prior notice of such termination. If within fifteen (15) days after the giving of notice of termination, the Tenant shall request the Landlord to make such alteration, and the Tenant agrees to bear fifty percent (50%) of the cost thereof in excess of the Threshold Amount, then such notice of termination shall be ineffective and the Landlord shall proceed with reasonable diligence to make such alteration. The Tenant shall pay to the Landlord fifty percent (50%) of all costs and expenses in excess of the Threshold Amount incurred by the Landlord in connection therewith. For purpose of this Article, providing and installing of sprinklers shall be deemed to be a non-structural alteration. The Landlord represents to the Tenant that as of the date of this Lease, to the Landlord’s best knowledge without investigation, the Premises are not in violation of any Requirements compliance with which would cost more than the Threshold Amount.

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11.2         If a notice of termination shall be given by the Landlord under this Article and such notice shall not become ineffective as above provided, this Lease and the term and estate hereby granted shall terminate on the date specified in such notice with the same effect as if such date were the date originally specified for the expiration of this Lease, and Fixed Rent shall be apportioned as of such date of termination.

11.3         The Tenant shall have the right to contest by appropriate legal proceedings, without cost or expense to the Landlord but upon prior notice to the Landlord (which notice shall specify the Requirement in question and the Tenant’s good faith estimate of the duration of the contest), the validity or application of any Requirement which the Tenant is or may be obligated to comply with pursuant to this Lease and if compliance therewith pending the prosecution of any such proceeding may legally be held in abeyance without the incurrence of a lien, charge or liability of any kind against the Premises, the Tenant’s leasehold interest therein, the Building or the Land and without causing a default under any Qualified Encumbrance and without subjecting the Tenant or any Landlord Indemnitee to any civil liability or any criminal liability for failure so to comply therewith and without jeopardizing the coverage afforded by any of the Landlord’s insurance policies, the Tenant may postpone compliance therewith until the final determination of any proceedings, provided that all such proceedings shall be prosecuted with due diligence and dispatch, and if any lien or charge is incurred by reason of non-compliance, the Tenant may nevertheless make the contest and delay compliance as aforesaid, provided, that before commencing any contest or delaying compliance the Tenant furnishes to the Landlord security, reasonably satisfactory to the Landlord, against any loss or other charges and prosecutes the contest with due diligence and dispatch. During the pendency of any contest by the Tenant, the Tenant shall keep the Landlord fully informed of all material matters relating to such contest. If, notwithstanding the Tenant’s contest of a particular Requirement, such Requirement must ultimately be complied with, in whole or in part, the Tenant shall pay all compliance costs, including, without limitation, all interest, fines or other charges. This Section 11.3 shall survive the expiration or earlier termination of this Lease.

ARTICLE TWELVE
Accidents to Sanitary and Other Systems

12.1         If a responsible Tenant Party learns of any damage to, or defective condition in, any part or appurtenance of the Building’s sanitary, electrical, heating, air conditioning, ventilating or other systems serving, located in, or passing through, the Premises, the Tenant shall give to the Landlord prompt notice thereof. Any such damage or defective condition shall be remedied by the Landlord at the Landlord’s expense with reasonable

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diligence except to the extent the Tenant is specifically required to remedy same under the terms of this Lease, but if such damage or defective condition (other than any damage with respect to which the Tenant is relieved from liability pursuant to Section 9.3 or as a result of normal wear and tear) was caused by the use by, or negligence or willful misconduct of, any Tenant Party, the cost of the remedy thereof shall be paid by the Tenant. Except for the abatement hereinafter provided for in this Section 12.1, the Tenant shall not be entitled to claim any damages against the Landlord arising from any such damage or defective condition unless the same shall have been caused by the gross negligence or willful misconduct of any Landlord Party and the same shall not have been remedied by the Landlord with reasonable diligence after notice from the Tenant; nor shall the Tenant be entitled to claim any eviction by reason of any such damage or defective condition unless the same shall have been caused by the gross negligence or willful misconduct of any Landlord Party and shall not have been made tenantable by the Landlord within a reasonable time after notice from the Tenant. If any such damage or defective condition renders more than 500 rentable square feet of the Premises untenantable for (a) fourteen (14) days in any thirty (30) day period after the Tenant notifies the Landlord of such untenantability (subject to appropriate extension for force majeure events), if the remedy of such failure, inadequacy or defect is within the Landlord’s reasonable control or was caused by the sole negligence, gross negligence or willful misconduct of a Landlord Party, or (b) in all events, thirty (30) days in any sixty (60) day period after the Tenant notifies the Landlord of such untenantability, then Fixed Rent and Article 24 Rent payable in respect of the portion of the Premises rendered untenantable shall abate from the first day after such portion of the Premises became untenantable until such portion of the Premises is rendered tenantable; provided, that: (i) if (A) more than 25% of any full floor of the Premises is rendered untenantable as a result of such damage or defective condition and (B) the Tenant does not use any part of such floor, then Fixed Rent and Article 24 Rent payable in respect of such full floor shall be abated as aforesaid; and (ii) if (A) more than 50% of the entire Premises is rendered untenantable as a result of such damage or defective condition and (B) the Tenant does not use any part of the Premises, then Fixed Rent and Article 24 Rent payable in respect of the entire Premises shall be abated as aforesaid. If the Tenant would be entitled to an abatement under this Section 12.1 but for the fact that the Rent Commencement Date has not yet occurred, then the Rent Commencement Date for the space in question shall be shall be postponed by one (1) day for each day such abatement would have been applicable had the Rent Commencement Date occurred. Notwithstanding anything to the contrary contained in this Section 12.1, abatements under this Section 12.1 shall be made only if there is no other existing abatement relating to the space in question under any provision of this Lease. If a substantial part of the Premises is rendered untenantable as a result of such damage or defective condition and it is reasonably determined by the

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Landlord that such part of the Premises cannot be made tenantable within a period of fifteen (15) months after the occurrence of such damage or defective condition, then, notwithstanding anything to the contrary contained in this Section 12.1, the provisions of Section 9.2 shall control.

ARTICLE THIRTEEN
Subordination

13.1         This Lease and the term and estate hereby granted are and shall be subject and subordinate to (a) the lien of each mortgage which may now or shall at any time hereafter affect the Premises, the Building and/or the Land, or the Landlord’s interest therein (collectively, as the same may be extended, modified, or consolidated without increasing the principal balance secured thereby, the “underlying mortgages”), provided that in the case of future underlying mortgages or increases in the principal balance secured by any existing underlying mortgage, the holder thereof executes, acknowledges and delivers to the Tenant a non-disturbance agreement substantially in the form of Exhibit E and (b) any future ground or net lease of the Land and/or the Building (collectively, as the same may be extended, modified or consolidated, the “underlying leases”), provided that the holder or the lessor thereunder executes, acknowledges and delivers to the Tenant a non-disturbance agreement substantially in the form of Exhibit F. The Landlord agrees to use reasonable efforts to obtain a non-disturbance agreement from all such holders and lessors substantially in the form of Exhibit E or Exhibit F, as the case may be, and the Tenant agrees to accept such reasonable changes to the form as such holder or lessor may reasonably require. Without limiting the generality of the foregoing, the Landlord further agrees to use reasonable efforts to have such holders and lessors agree to the deletion of subparagraph 4(c) from the forms of non-disturbance agreement annexed hereto. The foregoing provisions for the subordination of this Lease and the term and the estate hereby granted to future underlying mortgages and underlying leases shall be self-operative upon delivery to the Tenant of an executed non-disturbance agreement substantially in the form of Exhibit E or Exhibit F, as the case may be, and no further instrument shall be required to effect any such subordination; but the Tenant shall, from time to time, upon request by the Landlord, execute and deliver any and all instruments that may be necessary or proper to effect such subordination or to confirm or evidence the same. If the Landlord’s interest in the Building or the Land shall be sold or conveyed to any person, firm or corporation upon the exercise of any remedy provided for in any underlying mortgage or by law or equity, or if the Landlord’s interest in this Lease is assigned or conveyed to the landlord under any ground lease as a result of a default by the tenant under the ground lease and a resulting termination thereof, such person, firm or corporation succeeding to the Landlord’s interest in the Building or Land or this Lease and each person, firm or corporation thereafter succeeding to its

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interest in the Building or the Land or this Lease (i) shall not be liable for any act or omission of the Landlord under this Lease occurring prior to such sale or conveyance, (ii) shall not be subject to any offset, defense or counterclaim accruing prior to such sale or conveyance, (iii) shall not be bound by any payment prior to such sale or conveyance of Rent for more than one month in advance (except prepayments in the nature of security for the performance by the Tenant of its obligations hereunder), and (iv) shall be liable for the performance of the other obligations of the Landlord under this Lease only during the period such successor landlord shall hold such interest.

ARTICLE FOURTEEN
Notices

14.1         Except as otherwise expressly provided in this Lease, any notice, consent, approval, request, demand or statement (collectively, “Notices”) under this Lease by either party to the other party shall be in writing and shall be deemed to have been duly given when delivered personally or by overnight mail service to such other party and a receipt has been obtained or on the third day after being mailed in a postpaid envelope (registered or certified, return receipt requested) addressed to such other party, which address (a) for the Landlord, shall be as above set forth and (b) for the Tenant shall be the Premises (or the Tenant’s address as above set forth if mailed prior to the Term Commencement Date), Attention: Chief Financial Officer, with a copy of such Notice the same address, Attention: Office of General Counsel, or if the address of such other party for notices shall have been duly changed as hereinafter provided, if so mailed to such other party at such changed address. Either party may at any time change the address for Notices by a Notice stating the change and setting forth the changed address. If the term “Tenant” as used in this Lease refers to more than one person, any Notice to any one of such persons shall be deemed to have been duly given to the Tenant. If and to the extent requested by the Landlord, the Tenant shall give copies of all Notices to the Landlord to holders of underlying mortgages and underlying leases of which the Tenant has notice.

ARTICLE FIFTEEN
Conditions of Limitation

15.1         This Lease and the term and estate hereby granted are subject to the limitation that:

(a)           if the Tenant shall default in the payment of any Rent and such default shall continue for twenty (20) days after notice of default;

(b)           if the Tenant shall default in observing any provision of Section 3.2(a), 6.5(c), 6.5(d)(ii) or 6.6 and such default shall not be remedied by the Tenant (i) within three (3)

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business days after notice of default from the Landlord specifying the nature of the default and the Landlord’s requirements for its cure and (ii) within two (2) business days after a second notice of default from Landlord, given after the expiration of such three-day period, enclosing a copy of the prior notice and stating that the Landlord may terminate this Lease if the default is not cured within two (2) business days;

(c)           if the Tenant shall default in observing any provision of Section 6.5(d)(i) and such default shall not be remedied by the Tenant (i) within twenty-four (24) hours after notice of default from the Landlord specifying the nature of the default and the Landlord’s requirements for its cure and (ii) within twenty-four (24) hours after a second notice of default from Landlord, given after the expiration of such initial twenty-four-hour period, enclosing a copy of the prior notice and stating that the Landlord may terminate this Lease if the default is not cured within twenty-four (24) hours after said second notice; provided, that the Tenant shall have at least one (1) business day after the Initial notice of default under this subparagraph 15.1(c) to remedy the default in question (it being understood by the parties that the Landlord may proceed under this subparagraph 15.1(c) notwithstanding the fact that the grace period applicable to a default by the Tenant in the observance of Section 6.5(d)(ii) has not yet expired);

(d)           if the Tenant shall default in observing any provision of this Lease other than a default of the character referred to in subsections (a) through (c) of this Section, and if such default shall continue and shall not be remedied by the Tenant within thirty (30) days after notice of default or, if such default cannot for causes beyond the Tenant’s reasonable control, with due diligence be cured within said period of thirty (30) days, if the Tenant (i) shall not, promptly upon the receipt of such notice, give the Landlord notice of the Tenant’s intention to duly institute all steps necessary to remedy such default, (ii) shall not duly institute and thereafter diligently prosecute to completion all steps necessary to remedy the same, or (iii) shall not remedy the same within a reasonable time after the date of the giving of said notice by the Landlord, which period shall in no event exceed one hundred twenty (120) days;

(e)           if any event shall occur or any contingency shall arise whereby this Lease or the estate hereby granted or the unexpired balance of the full term of this Lease would, by operation of law or otherwise, devolve upon or pass to any person, firm or corporation other than the Tenant (except as permitted under Article Seven); and

(f)            when and to the extent permitted by law, if a petition in bankruptcy shall be filed by or against the Tenant, or if the Tenant shall make a general assignment for the benefit of

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its creditors, or the Tenant shall receive the benefit of any insolvency or reorganization act, or if a receiver or trustee is appointed for any portion of the Tenant’s property and such appointment is not vacated within ninety (90) days, or if an execution or attachment shall be issued under which the Premises shall be taken or occupied by anyone other than the Tenant;

then in any of said cases the Landlord may give to the Tenant a notice of intention to end the term of this Lease, and, if such notice is given, this Lease and the term and estate hereby granted (whether or not the term shall theretofore have commenced) shall terminate upon the expiration of five (5) business days from the date the notice is deemed given with the same effect as if the last of said five (5) business days were the date originally specified as the expiration of the full term of this Lease, but the Tenant shall remain liable for damages as provided in this Lease or pursuant to law. If this Lease shall have been assigned, the term “Tenant”, as used in subsections (a) to (f), inclusive, of this Section 15.1, shall be deemed to include the assignee and the assignor or either of them under any such assignment unless the Landlord shall, in connection with such assignment, release the assignor from any further liability under this Lease, in which event the term “Tenant”, as used in said subsections, shall not include the assignor so released.

15.2         At any time after the Landlord gives a notice of default to the Tenant, the Tenant may, by written notice to the Landlord specifying what actions the Tenant has taken in order to cure the default in question, request that the Landlord confirm in writing that either (a) the Tenant has cured the default which was the subject of the notice of default or (b) if not, state with reasonable specificity the Landlord’s further requirements for cure. The Landlord agrees to respond to any such request within five (5) business days. NOTHING CONTAINED IN THIS SECTION 15.2 SHALL AFFECT THE RIGHTS OR OBLIGATIONS OF THE LANDLORD OR THE TENANT UNDER ANY OTHER PROVISION OF THIS LEASE INCLUDING, WITHOUT LIMITATION, SECTION 15.1, ARTICLE SIXTEEN OR ARTICLE SEVENTEEN.

ARTICLE SIXTEEN
Re-entry by Landlord

16.1         If this Lease shall terminate under Article Fifteen, or if the Tenant shall default in the payment of any Rent on any date upon which the same becomes due, and if such default shall continue for twenty (20) days after a notice of default with respect thereto has been sent to the Tenant, the Landlord or the Landlord’s agents and servants may immediately or at any time thereafter re-enter the Premises, or any part thereof, either by summary dispossess proceedings or by any suitable action or proceeding at law or in equity, without being liable to indictment, prosecution or damages therefor, and may repossess the same, and may remove any persons therefrom, to the end that the Landlord may have, hold and enjoy

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the Premises again as and of its first estate and interest therein. Notwithstanding the foregoing, the Landlord may not re-enter the Premises other than by summary dispossess proceedings or by any suitable action or proceeding at law or in equity. The words “re-enter”, “re-entry”, and “re-entering” as used in this Lease are not restricted to their technical legal meanings.

16.2         If this Lease shall terminate under the provisions of Article Fifteen or if the Landlord undertakes any summary dispossess or other proceeding or action for the enforcement of its right of re-entry (any such termination of this Lease or undertaking by the Landlord being a “Default Termination”), the Tenant shall thereupon pay to the Landlord the Rent up to the time of such Default Termination, and shall likewise pay to the Landlord all such damages which, by reason of such Default Termination, shall be payable by the Tenant as provided in this Lease or pursuant to law. Also in the event of a Default Termination the Landlord shall be entitled to retain all moneys, if any, paid by the Tenant to the Landlord, whether as advance Rent or as security for Rent, but such moneys shall be credited by the Landlord against any Rent due from the Tenant at the time of such Default Termination or, at the Landlord’s option, against any damages payable by the Tenant as provided in this Lease or pursuant to law. Any moneys in excess of such Rent and damages shall be refunded to the Tenant.

16.3         In the event of a breach or threatened breach on the part of either party of any of its obligations under this Lease, the other party shall also have the right of injunction. Except as otherwise expressly provided in this Lease, the specified remedies to which a party may resort under this Lease are cumulative and are not intended to be exclusive of any other remedies or means of redress to which such party may lawfully be entitled at any time, and either party may invoke any remedy allowed at law or in equity as if specific remedies were not provided for in this Lease.

ARTICLE SEVENTEEN
Damages

17.1         If there is a Default Termination of this Lease, the Tenant will pay to the Landlord as damages, at the election of the Landlord, either:

(a)           a sum which, at the time of such Default Termination, represents the then present value (such computation to be made by using the then prevailing rate of most recently issued bonds or notes issued by the United States Treasury having a maturity closest to but not exceeding the period commencing with the day following the date of such Default Termination and ending with the date originally specified as the expiration date of this Lease (the “Remaining Period”)) of the excess, if any, of (1) the aggregate

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of Fixed Rent and Article 24 Rent (if any) which, had this Lease not so terminated, would have been payable under this Lease by the Tenant for the Remaining Period over (2) the aggregate rental value of the Premises for the same period, or

(b)           sums equal to the aggregate of Fixed Rent and Article 24 Rent (if any) which would have been payable by the Tenant had this Lease not terminated by such Default Termination, payable upon the due dates therefor specified in this Lease following such Default Termination and until the date originally specified as the expiration of this Lease; provided, that if the Landlord shall relet all or any part of the Premises for all or any part of the Remaining Period (the Landlord having no obligation to so relet the Premises), the Landlord shall credit the Tenant with the net rents received by the Landlord from such reletting, such net rents to be determined by first deducting from the gross rents as and when received by the Landlord from such reletting the expenses incurred by the Landlord in terminating this Lease and re-entering the Premises and of securing possession thereof, as well as the expenses of reletting, including, without limitation, altering and preparing the Premises for new tenants, brokers’ commissions, and all other expenses properly chargeable against the Premises and the rental therefrom in connection with such reletting, it being understood that any such reletting may be for a period equal to or shorter or longer than said period; provided, further, that (i) in no event shall the Tenant be entitled to receive any excess of such net rents over the sums payable by the Tenant to the Landlord, (ii) in no event shall the Tenant be entitled, in any suit for the collection of damages pursuant to this subsubsection (b), to a credit in respect of any net rents from a reletting except to the extent that such net rents are actually received by the Landlord prior to the commencement of such suit, and (iii) if the Premises or any part thereof should be relet in combination with other space, then proper apportionment on a square foot rentable area basis shall be made of the rent received from such reletting and of the expenses of reletting.

17.2         For the purposes of this Article, the amount of Article 24 Rent which would have been payable by the Tenant shall, for each Computation Year (as defined in Article Twenty-four) ending after such Default Termination, be deemed to be an amount equal to the amount of Article 24 Rent payable by the Tenant for the Computation Year immediately preceding the Computation Year in which such Default Termination occurs or if the Default Termination occurs prior to the end of the first Computation Year, then the Landlord’s reasonable estimate of what Article 24 Rent would have been had the Lease commenced one year earlier, and in either case deemed increased each year by the percentage increase in Article 24 Rent for the immediately preceding Computation Year over the Article 24 Rent for the twelve-month period prior thereto or, if the Lease term did not occur throughout such prior years, Landlord’s reasonable estimate of what such increase would have been had the

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term occurred during such years. Suit or suits for the recovery of any damages payable by the Tenant, or any installments thereof, may be brought by the Landlord from time to time at its election, and nothing in this Lease shall be deemed to require the Landlord to postpone suit until the date when the term of this Lease would have expired but for such Default Termination.

17.3         Nothing in this Lease shall be construed as limiting or precluding the recovery by the Landlord against the Tenant of any sums or damages to which, in addition to the damages specified above, the Landlord may lawfully be entitled by reason of any default under this Lease on the part of the Tenant.

ARTICLE EIGHTEEN
Waivers by Tenant

18.1         The Tenant, for itself and all other Tenant Parties, and on behalf of any and all persons, firms, entities and corporations claiming through or under any Tenant Party, including, without limitation, creditors of all kinds, does hereby waive and surrender all right and privilege which they or any of them might have under or by reason of any present or future law to redeem the Premises or to have a continuance of this Lease for the full term hereby demised after the Tenant is dispossessed or ejected therefrom by process of law or under the terms of this Lease or after the expiration or termination of this Lease as provided in this Lease or pursuant to law. The Tenant also waives (a) the right of the Tenant to trial by jury in any summary dispossess or other proceeding that may hereafter be instituted by the Landlord against the Tenant with respect to the Premises or in any action that may be brought to recover Rent, damages or other sums payable under this Lease, and (b) the provisions of any law relating to notice and/or delay in levy of execution in case of an eviction or dispossess of a tenant for nonpayment of rent, and of any other law of like import now or hereafter in effect. If the Landlord commences any such summary dispossess proceeding, the Tenant will not interpose any counterclaim of whatever nature or description in such proceeding, other than a compulsory counterclaim.

ARTICLE NINETEEN
Tenant’s Removal

19.1         Any personal property which shall remain in any part of the Premises after the expiration or termination of the term of this Lease with respect to such part shall be deemed to have been abandoned, and either may be retained by the Landlord as its property or may be disposed of in such manner as the Landlord may see fit.

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ARTICLE TWENTY
Elevators, Cleaning, Services, etc.

20.1         (a)           The Landlord will (i) supply passenger elevator service during Business Hours to each floor, above the street floor of the Building, which is served by the Building’s passenger elevators and on which the Premises are, or any portion thereof is, located, with one of said elevators being subject to call for such service during hours other than Business Hours, (ii) supply an elevator for the transmission of freight to said floor or floors during Business Hours, (iii) subject to any applicable policies or regulations adopted by any utility or governmental authority, supply during Business Hours in the heating season heat for the warming of the Premises and the public portions of the Building, (iv) subject to any applicable policies or regulations adopted by any utility or governmental authority, supply during Business Hours air conditioning (including cooling during the cooling season as, in the Landlord’s judgment, may be necessary) and ventilation to all portions of the Premises, if any, which are served by the Building’s air conditioning and ventilation systems, and (v) clean any portion of the Premises which is located on a floor above the street floor of the Building except any such portion used for preparing, dispensing or consumption of food or beverages or as an exhibition area or classroom or auditorium or for storage, shipping room, mail room or similar purposes or which is a toilet (other than a toilet shown on any diagram attached hereto as Exhibit B) or a shop or is used for a trading floor or for operation of computer, data processing, reproduction, duplicating or similar equipment or any part of the Premises which the Tenant has notified the Landlord that the same is being used for the storage of valuables. The cleaning specifications annexed hereto as Exhibit C set forth substantially the extent and scope of the cleaning to be performed by the Landlord in the Premises as hereinabove provided in this Section. Except to the extent contractually dedicated to other tenants in the Building on the date of this Lease, the Landlord agrees not to dedicate any freight elevators to the exclusive use of another tenant in the Building (other than for occasional, short-term use) until the earlier of (A) the date on which the Tenant commences the operation of its business in the Premises and (B) twelve (12) months after the date of this Lease.

(b)           Notwithstanding anything to the contrary contained in this Lease, (i) the air conditioning to be provided from the Building’s interior shaft shall be such as to provide the number of cubic feet per minute per floor as set forth opposite such floor on Exhibit H at a supply air temperature of approximately 55 degrees Fahrenheit (plus or minus one degree Fahrenheit) at all times during the cooling season and (ii) the perimeter induction air conditioning units in the Premises shall provide the minimum cooling capacities set forth on Exhibit H. In order for said air conditioning systems to function properly, the Tenant must, to the extent they are missing therefrom, install building standard window

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blinds or shades on all windows of the Premises and must lower and close such window blinds or shades on all windows facing the sun whenever said air conditioning system is in operation and the Tenant will at all times comply with all regulations and requirements which the Landlord may reasonably prescribe for the proper functioning and protection of said air conditioning system. No representation is made by the Landlord with respect to the adequacy or fitness of such air conditioning or ventilation to maintain temperatures that may be required for, or because of, the operation of any computer, data processing or other equipment of the Tenant and where air conditioning or ventilation is required for any such purpose and the Landlord assumes no responsibility, and shall have no liability for any loss or damage however sustained, in connection therewith. Unless otherwise provided in this Lease, “Business Hours”, means the generally customary daytime business hours of the Tenant (but not before 8:00 A.M. or after 6:00 P.M.) of days other than Saturdays, Sundays and Holidays. As used in this Lease, “Holidays” shall mean those holidays observed by the Landlord on the date of this Lease and any other holidays established by the Landlord after the date of this Lease; provided, that such other holidays are city, state or federal holidays or observed as a union holiday by the unions serving the Building.

(c)           The Tenant acknowledges that the supply air temperature set forth in this Article Twenty may rise or fall from the 55 degree temperature set forth above during periods of warm-up and cool-down typically following times other than Business Hours. Accordingly, the supply air temperature may, at the Landlord’s option and typically prior to Business Hours, be increased during periods of warm-up and reduced during periods of cool-down.

20.2         The Landlord shall, when and to the extent reasonably requested by the Tenant, furnish additional elevator, heating, air conditioning, ventilating and/or cleaning services upon such reasonable terms and conditions as shall be determined by the Landlord, including, without limitation, the payment by the Tenant of the Landlord’s reasonable and customary charge therefor. To the extent available, the Landlord shall, when and to the extent reasonably requested by the Tenant, furnish the Tenant with condenser water as back up to the Tenant’s cooling tower upon such reasonable terms and conditions as shall be determined by the Landlord, including the payment by the Tenant of the Landlord’s reasonable and customary charges therefor; provided, that the Tenant shall, subject to all applicable provisions of this Lease including, without limitation. Article Six hereof, be responsible for making all appropriate connections to the Landlord’s condenser water circulation system at the Tenant’s sole expense. Notwithstanding the foregoing, nothing contained in this Lease shall be deemed to obligate the Landlord to reserve condenser water for the Tenant or to furnish condenser water to the Tenant on terms other than those reasonably established by the Landlord. The

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Tenant will also pay the Landlord’s reasonable and customary charge for (a) any additional cleaning of the Premises required because of the carelessness or indifference of any Tenant Party or because of the nature of any Tenant Party business, provided that (i) such additional cleaning is authorized by a responsible Tenant Party (except in the case of emergency) and (ii) the Landlord keeps a contemporaneous record thereof and, upon the Tenant’s request, provides evidence thereof to the Tenant, and (b) the removal of any refuse and rubbish of any Tenant Party from the Premises and the Building, except wastepaper and similar discarded material placed by the Tenant in wastepaper baskets and left for emptying as an incident to the Landlord’s normal cleaning of the Premises. If the cost to the Landlord for cleaning the Premises shall be increased due to the use of any part of the Premises during hours other than Business Hours or due to there being installed in the Premises, at the request of or by any Tenant Party, any materials or finish other than those which are of the standard adopted by the Landlord for the Building, the Tenant shall pay to the Landlord an amount equal to such increase in cost.

20.3         All or any of the elevators in the Building may, at the option of the Landlord, be manual or automatic elevators, and the Landlord shall be under no obligation to furnish an elevator operator or starter for any automatic elevator, but if the Landlord shall furnish any elevator operator or starter for any automatic elevator, the Landlord may discontinue furnishing such elevator operator or starter.

20.4         The Landlord reserves the right, without liability to the Tenant and without constituting any claim of constructive eviction, to stop or interrupt any heating, elevator, escalator, lighting, ventilating, air conditioning, power, water, cleaning or other service and to interrupt the use of any Building facilities, at such times as may be necessary and for as long as may reasonably be required by reason of accidents, strikes, the making of repairs, alterations or improvements, inability to secure a proper supply of fuel, steam, water, electricity, labor or supplies, or by reason of any other cause beyond the reasonable control of the Landlord; provided, that any such stoppage or interruption for the purpose of making any discretionary alteration or improvement shall be made at such times and in such manner as shall not unreasonably interfere with the Tenant’s use of the Premises. If any such stoppage or interruption renders more than 500 rentable square feet of the Premises untenantable for (a) fourteen (14) days in any thirty (30) day period after the Tenant notifies the Landlord of such untenantability (subject to appropriate extension for force majeure events), if the remedy of such stoppage or interruption is within the Landlord’s reasonable control or was caused by the sole negligence, gross negligence or willful misconduct of a Landlord Party, or (b) in all events, thirty (30) days in any sixty (60) day period after the Tenant notifies the Landlord of such untenantability, then Fixed Rent and Article 24 Rent payable in

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respect of the portion of the Premises rendered untenantable shall abate from the first day after such portion of the Premises became untenantable until such portion of the Premises is rendered tenantable; provided, that: (i) if (A) more than 25% of any full floor of the Premises is rendered untenantable as a result of such stoppage or interruption and (B) the Tenant does not use any part of such floor, then Fixed Rent and Article 24 Rent payable in respect of such full floor shall be abated as aforesaid; and (ii) if (A) more than 50% of the entire Premises is rendered untenantable as a result of such stoppage or interruption and (B) the Tenant does not use any part of the Premises, then Fixed Rent and Article 24 Rent payable in respect of the entire Premises shall be abated as aforesaid. If the Tenant would be entitled to an abatement under this Section 20.4 but for the fact that the Rent Commencement Date has not yet occurred, then the Rent Commencement Date for the space in question shall be postponed by one (1) day for each day such abatement would have been applicable had the Rent Commencement Date occurred. Notwithstanding anything to the contrary contained in this Section 20.4, abatements under this Section 20.4 shall be made only if there is no other existing abatement relating to the space in question under any provision of this Lease. If a substantial part of the Premises is rendered untenantable as a result of such stoppage or interruption and it is reasonably determined by the Landlord that such part of the Premises cannot be made tenantable within a period of fifteen (15) months after the occurrence of such stoppage or interruption, then, notwithstanding anything to the contrary contained in this Section 20.4, the provisions of Section 9.2 shall control.

ARTICLE TWENTY-ONE
Lease Contains All Agreements—No Waivers

21.1         This Lease contains all of the understandings relating to the leasing of the Premises and the parties’ obligations in connection therewith. Neither party nor any of the parties’ agents or representatives have made or are making, and the parties in executing and delivering this Lease is not relying upon, any warranties, representations, promises or statements whatsoever, except to the extent expressly set forth in this Lease. All understandings and agreements, if any, heretofore had between the parties are merged in this Lease, which alone fully and completely expresses the agreement of the parties.

21.2         The failure of either party to insist in any instance upon the strict keeping, observance or performance of any provision of this Lease or to exercise any election in this Lease shall not be construed as a waiver or relinquishment for the future of such provision, but the same shall continue and remain in full force and effect. No waiver or modification by either party of any provision of this Lease shall be deemed to have been made unless expressed in writing and signed by both parties. No surrender of possession of the Premises or of any part thereof or of any remainder of the

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term of this Lease shall release the Tenant from any of its obligations under this Lease unless accepted by the Landlord in writing. The receipt and retention by the Landlord of Rent from anyone other than the Tenant shall not be deemed a waiver of the breach by the Tenant of any provision in this Lease, or the acceptance of such other person as a tenant, or a release of the Tenant from its further observance of the provisions of this Lease. The receipt and retention by the Landlord of Rent with knowledge of the breach of any provision of this Lease shall not be deemed a waiver of such breach and the Landlord is not bound by any restrictive endorsement received in connection therewith.

ARTICLE TWENTY-TWO
Parties Bound; Exculpation

22.1         The provisions of this Lease shall bind and benefit the respective successors, assigns and legal representatives of the parties to this Lease except that (1) no violation of the provisions of Article Seven shall operate to vest any rights in any successor, assignee or legal representative of the Tenant and (2) the provisions of this Article shall not be construed as modifying the conditions of limitation contained in Article Fifteen. The obligations of the Landlord under this Lease shall not, however, be binding upon the Landlord herein named (or any transferee of its interest in the Building or the Premises) with respect to the period (i) subsequent to the transfer of its interest in the Building or the Premises (a lease of the entire interest being deemed such a transfer), or (ii) subsequent to the expiration or earlier termination of the term of any underlying lease to which this Lease and the term and estate hereby granted may be subject and subordinate and wherein the lessor thereunder has agreed to recognize this Lease in case the term of said underlying lease expires or terminates prior to the expiration or termination of the term of this Lease if the Landlord would not then be entitled to terminate this Lease pursuant to said Article Fifteen or to exercise any dispossess remedy provided for in this Lease or by law; and in any such event those covenants shall, subject to Article Thirteen, thereafter be binding upon the transferee of such interest in the Building or the Premises or the lessor under said underlying lease, as the case may be, until the next such transfer of such interest. Except as otherwise provided in Article Thirteen, no transfer of the Landlord’s interest in this Lease shall affect the Tenant’s rights hereunder including, without limitation, the Tenant’s rights to abatements of Fixed Rent and Article 24 Rent.

22.2         The Tenant shall look solely to the Landlord’s interest in (a) the Land and the Building, (b) subject to any underlying mortgages and underlying leases, any casualty insurance proceeds in respect of the Building and (c) for up to two (2) years after the Landlord’s receipt thereof, any net sale or refinancing proceeds received by the Landlord in respect of the Land or the

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Building, for the satisfaction of any monetary claim under this Lease, or for the collection of any judgment (or other judicial process) based thereon, and no other property or assets of the Landlord (or any affiliate, shareholder, director, officer, employee, partner, agent, representative, or beneficiary of the Landlord, disclosed or undisclosed) shall be subject to levy, execution or other enforcement procedure for the satisfaction of such claim or judgment (or other judicial process).

ARTICLE TWENTY-THREE
Curing Tenant’s Defaults—Additional Rents

23.1         If the Tenant shall default in the observance of any provision of this Lease beyond any applicable period of grace, the Landlord, without thereby waiving such default, may perform the same for the account and at the expense of the Tenant (a) immediately and without notice in the case of emergency, (b) upon reasonable prior notice in case such default unreasonably interferes with the use by any other tenant of any space in the Building or with the efficient operation of the Building or will result in a violation of any Requirement applicable to the Land, the Building or the Premises or any part thereof, to the Tenant’s use thereof or to the Tenant’s observance of any provision of this Lease, or in a cancellation of an insurance policy maintained by the Landlord, and (c) in any other case if such default continues after thirty (30) days from the date of the giving by the Landlord of notice of the Landlord’s intention so to perform the same, provided, however, that if the Tenant’s default constitutes a default under any underlying lease or underlying mortgage and the lessor or mortgagee thereof notifies the Landlord of such default, then if the cure period afforded the Tenant extends beyond the tenth day preceding the end of the cure period permitted to the Landlord under the underlying lease or underlying mortgage, the Landlord may so notify the Tenant, in which event the Landlord’s right to cure the Tenant’s default will commence upon such tenth day. All costs and expenses incurred by the Landlord in connection with any such performance by it for the account of the Tenant and all costs and expenses, including, without limitation, reasonable counsel fees and disbursements incurred by the Landlord in any action or proceeding (including, without limitation, any summary dispossess proceeding) brought by the Landlord to enforce any obligation of the Tenant under this Lease and/or right of the Landlord in or to the Premises, shall be paid by the Tenant to the Landlord after notice. Except as expressly provided to the contrary in this Lease, all costs and expenses which, pursuant to this Lease (including, without limitation, the rules and regulations referred to in this Lease) are incurred by the Landlord and payable to it by the Tenant and all charges, amounts and sums payable to the Landlord by the Tenant for any property, material, labor, utility or other services which, pursuant to this Lease or at the request and for the account of the Tenant, are provided, furnished or rendered by the Landlord shall become due and payable

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by the Tenant to the Landlord in accordance with the terms of bills therefor to be rendered by the Landlord to the Tenant. If any cost, expense, charge, amount or sum referred to in this Section or elsewhere in this Lease is not paid when due as provided in this Lease, the same shall become due by the Tenant as additional rent under this Lease. If any Rent or damages payable under this Lease is not paid when due, the same shall bear interest at the rate of 1-1/2% per month (but in no event at a rate in excess of that permitted by law) from the due date thereof until paid and the amount of such interest shall be deemed Additional Rent; provided, that such interest shall only be payable in the case of Rent or damages which are more than ten (10) days past due (and, if so payable, the Tenant shall pay interest on such Rent or damage from the due date thereof until paid). If there is a nonpayment by the Tenant of any such Additional Rent and/or any other Additional Rent becoming due under this Lease, the Landlord, in addition to any other right or remedy, shall have the same rights and remedies as in the case of default by the Tenant in the payment of Fixed Rent. If the Tenant is in arrears in payment of Rent, the Tenant waives the Tenant’s right, if any, to designate the items against which any payments made by the Tenant are to be credited, and the Landlord may apply any payments made by the Tenant to any items of Rent the Landlord sees fit, irrespective of and notwithstanding any designation or request by the Tenant as to the items against which any such payments shall be credited. The Landlord reserves the right, without liability to the Tenant and without constituting any claim of constructive eviction, to suspend furnishing or rendering to the Tenant any property, material, labor, utility or other service (other than the services the Landlord is required to provide pursuant to Sections 5.1, 5.4 and 20.1), wherever the Landlord is obligated to furnish or render the same as an additional expense of the Tenant, in the event that (but only so long as) the Tenant is in arrears in paying the Landlord therefor at the expiration of ten (10) days after the Landlord shall have given to the Tenant notice demanding the payment of such arrears.

ARTICLE TWENTY-FOUR
Adjustments for Changes in Landlord’s Costs and Expenses

24.1        If for any Computation Year, the R.E. Tax Share of the Real Estate Taxes shall be greater than Base Real Estate Taxes, or the O.E. Share of the Cost of Operation and Maintenance shall be greater than the Base COM, then the Tenant shall pay to the Landlord, as Additional Rent, an amount equal to the product obtained by multiplying such excess or excesses by the Tenant’s Area.

24.2        In order to provide for current payments on account of the Additional Rent which may be payable to the Landlord pursuant to Section 24.1 for any Computation Year, the Tenant agrees to make

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such payments on account of said Additional Rent for and during such Computation Year, as the case may be, as follows:

(a)           With respect to Real Estate Taxes, the Tenant shall pay its share thereof in two semiannual installments in advance on (i) the first day of June, if paid by check, or the sixteenth day of June, if paid by wire transfer to an account designated by the Landlord, and (ii) and the first day of December, if paid by check, or the sixteenth day of December, if paid by wire transfer to an account designated by the Landlord. If the Tenant desires to pay any such semiannual installment by wire transfer, it shall so notify the Landlord on or before the first day of the month in which such installment is due, and request instructions as to where to wire its payment. Each semiannual installment shall be equal to the product of the Tenant’s Area multiplied by one-half of the excess of the R.E. Tax Share of the Real Estate Taxes for the Tax Year in which the Landlord’s corresponding tax payment falls over the Base Real Estate Taxes. If the tax bill for the following Tax Year is not received in time to bill the June payment, the Landlord may estimate the payment due on June 1 or June 16 based on the Landlord’s estimate of the Real Estate Taxes for such following Tax Year, which estimate shall be based on the Landlord’s then-current knowledge of the effective Tax Rate and the Assessed Valuation (or Assumed Assessed Valuation) of the Land and the Building. If, upon issuance of the tax bill for such following Tax Year, such estimated amount results in an underpayment, the Tenant shall pay to the Landlord the amount of the underpayment. If, upon issuance of the tax bill for such following Tax Year, such estimated amount results in an overpayment, the Landlord shall either pay to the Tenant an amount equal to the overpayment or permit the Tenant a credit for such amount against future Rent payments; provided, that if the Tenant is not then in default in the payment of Rent and such overpayment is in excess of the next monthly payment of Fixed Rent and Article 24 Rent, the Landlord shall pay such amount to the Tenant (rather than permitting the Tenant a credit for such amount against future Rent payments). If there shall be any increase in Real Estate Taxes for any Tax Year, whether during or after such Tax Year, or if there shall be any decrease in the Real Estate Taxes for any Tax Year, whether during or after such Tax Year, the Tenant shall pay its share of any increase, or, to the extent the decrease does not reduce the R.E. Tax Share of Real Estate Taxes below the Base Real Estate Taxes, receive its share of any decrease, substantially in the same manner as provided in the preceding two sentences. If during the term of the Lease, Real Estate Taxes are required to be paid on any other date or dates than as presently required, then the Tenant’s payments toward Real Estate Taxes shall be correspondingly accelerated or revised so that such payments are due at least thirty (30) days prior to the date payments are due, if the Tenant’s payments are made by check, or fifteen (15) days prior to the date such payments are due, if the Tenant’s payment is made by wire transfer.

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(b)           With respect to Cost of Operation and Maintenance, the Tenant shall pay an amount each month equal to the product of the Tenant’s Area multiplied by l/12th of the excess of the O.E. Share of the Cost of Operation and Maintenance for such Computation Year over the Base COM, as reasonably estimated by the Landlord based on the Landlord’s then-current knowledge of the projected Cost of Operation and Maintenance, the installment for each calendar month to be due and payable upon the receipt from the Landlord of a bill for the same. If, as finally determined, the amount of Additional Rent payable by the Tenant to the Landlord pursuant to this subsection for such Computation Year shall be greater than (resulting in an underpayment) or be less than (resulting in an overpayment) the aggregate of all the installments so paid on account to the Landlord by the Tenant for such Computation Year, then, promptly after the receipt of the Escalation Statement for such Computation Year and, in performance of its obligations under Section 24.1, the Tenant shall, in case of such an underpayment, pay to the Landlord an amount equal to such underpayment or the Landlord shall, in case of such an overpayment, either refund to the Tenant an amount equal to such overpayment or permit the Tenant a credit for such amount against future Rent payments; provided, that if the Tenant is not then in default in the payment of Rent and such overpayment is in excess of the next monthly payment of Fixed Rent and Article 24 Rent, the Landlord shall pay such amount to the Tenant (rather than permitting the Tenant a credit for such amount against future Rent payments). If the aggregate of all the installments paid by the Tenant on account of Additional Rent under this subsection for any Computation Year shall exceed 107.5% of the amount, as finally determined, of Additional Rent actually payable by the Tenant to the Landlord pursuant to this subsection for such Computation Year, then the amount of such overpayment shall bear interest at the rate of one percent (1%) per month from the first day after the end of such Computation Year until paid. The Landlord shall provide an Escalation Statement as promptly as reasonably possible, but in no event later than one hundred eighty (180) days after the end of each Computation Year.

24.3         As used in this Article:

(a)           “Computation Year” shall mean each calendar year in which occurs any part of the term of this Lease and, in the case of a Default Termination of this Lease, in which would have occurred any part of the full term of this Lease except for such Default Termination.

(b)           “Tax Year” shall mean the twelve (12) month period commencing July 1 of each year, or such other twelve (12) month period as may be duly adopted as the fiscal year for real estate tax purposes in The City of New York.

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(c)           “Tenant’s Area” shall mean the number of square feet in the rentable area of the Premises as determined in accordance with Section 1.6.

(d)           “R.E. Tax Share” shall mean a fraction whose numerator is one and whose denominator is 2,497,153, which shall not be subject to remeasurement except by the number of square feet actually added to or subtracted from the rentable area of the Building, excluding from such denominator the number of rentable square feet in any portion of the Building (i) not leased to the Tenant and for which Real Estate Taxes are not payable in full, or (ii) for which the Real Estate Taxes are payable directly in whole or in part by any person, firm or corporation other than the Landlord, without reimbursement by the Landlord or (iii) at the Landlord’s election, constituting a condominium unit not wholly or partially leased to the Tenant).

(e)           “O.E. Share” shall mean a fraction whose numerator is one and whose denominator is 2,497,153, which shall not be subject to remeasurement except by the number of square feet actually added to or subtracted from the rentable area of the Building, excluding from such denominator the number of rentable square feet in any portion of the Building operated and maintained by and at the expense of any person, firm or corporation (other than the Landlord or, at Landlord’s election, any affiliate of Landlord) or of any theater or garage located in the Building.

(f)            “Cost of Operation and Maintenance” shall mean the actual cost incurred by the Landlord or its affiliates with respect to the ownership, operation, maintenance and repair of the Building and the plaza, curbs and sidewalks adjoining the same, including, without limitation, the cost incurred for air conditioning; mechanical ventilation; heating; interior and exterior cleaning; rubbish removal; window washing (interior and exterior, including, without limitation, inside partitions); elevators; escalators; hand tools and other equipment to the extent same are not required to be capitalized in accordance with generally accepted accounting principles (“GAAP”); porter and matron service; electric current, steam, water and other utilities; association fees and dues; protection and security service; repairs; maintenance; compliance with any Preservation Agreement to the extent same are not required to be capitalized in accordance with GAAP; fire, extended coverage, boiler, sprinkler, apparatus, rental income, public liability and property damage insurance; supplies; wages, salaries, disability benefits, pensions, hospitalization, retirement plans and group insurance respecting service and maintenance employees, building superintendents, concierges, managers, their assistants and clerical staffs, and persons engaged in supervision of the foregoing; uniforms and working clothes for such employees and the cleaning thereof; expenses imposed pursuant to any collective bargaining agreement with respect to such employees; payroll, social security, unemployment and other similar taxes with respect

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to such employees; sales, use and other similar taxes; vault charges; franchise fees payable in connection with the concourse levels of Rockefeller Center; water rates; sewer rents; charges of any independent contractor who does any work with respect to the operation, maintenance and repair of the Building and the plaza curbs and sidewalks adjoining the same; reasonable and customary management fees not to exceed those which would be charged by comparable, unaffiliated managing agents providing services similar to those provided by the Landlord or the Landlord’s managing agent; legal, accounting and other professional fees; decorations; and the annual depreciation or amortization over the useful life thereof in accordance with GAAP of costs, including, without limitation, financing costs, incurred for any equipment, device or other capital improvement made or acquired which is either intended as a laborsaving measure or to effect other economies in the operation, maintenance or repair of the Building and said plaza, curbs and sidewalks (but only if the annual benefits anticipated to be realized therefrom will, in the Landlord’s reasonable judgement, exceed the annual amount to be amortized over the useful life thereof) or which is required by any Requirement; provided, that the term “Cost of Operation and Maintenance” shall not include:

(1)           Real Estate Taxes, special assessments, franchise taxes or taxes imposed upon or measured by the income or profits of the Landlord;

(2)           except for depreciation and amortization specifically provided for in this subsection, the cost of any item which is, or should in accordance with good accounting practice be, capitalized on the books of the Landlord;

(3)           the cost of (A) any work or service performed for any tenant of space in the Building (including the Tenant) at such tenant’s cost and expense, including, without limitation, the furnishing of electricity, and (B) any work or service performed for any tenant of space in the Building (other than the Tenant) to the extent that such work or service exceed the work or service performed for the Tenant under this Lease;

(4)           any costs incurred with respect to any theater or garage located in the Building, provided that costs of operating and maintaining the loading dock in the Building shall be included as a Cost of Operation and Maintenance;

(5)           interest, points and fees on and amortization of any debts, including mortgage indebtedness, any rents payable in respect of any underlying or ground lease, and the cost of consummating any of the foregoing;

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(6)           the cost of restoration or repair of the Building or any part thereof incurred by reason of fire or other casualty or condemnation;

(7)           expenses for which the Landlord is reimbursed out of the proceeds of insurance or by any tenant in the Building;

(8)           commissions, legal fees, accounting fees, lease takeover costs and other leasing expenses and advertising costs incurred in leasing or procuring new tenants for the Building including the cost of subdivision, layout installations, work done upon, and the finish of, any space in the Building performed in connection with the occupancy of such space by a new tenant or in connection with the renewal of a lease for such space with the existing tenant thereof;

(9)           any legal, accounting and other fees or expenses incurred in any lease enforcement or the securing or defense of the Landlord’s title to the Land or the Building;

(10)         interest, fines, penalties or other late payment charges paid by the Landlord and costs incurred by the Landlord in remedying violations of Requirements to the extent in excess of what the cost of complying with such Requirements would have been had the Landlord timely complied therewith;

(11)         rentals for equipment ordinarily considered to be of a capital nature (such as elevators and HVAC systems) except if such equipment (A) is reasonably and customarily leased in the operation of first-class, midtown Manhattan office buildings or (B) is of the type for which depreciation and amortization is specifically provided for in this subsection;

(12)         additional costs incurred by the Landlord which result from the Landlord’s breach of a lease in the Building or of any law which would not have been incurred but for such breach;

(13)         the cost of installing, operating and maintaining any commercial concessions operated by the Landlord in the Building or of installing, operating and maintaining any specialty services, such as a Building cafeteria or dining facility, or an athletic, luncheon or recreational club;

(14)         all additions to Building reserves including bad debts and rent loss reserves;

(15)         dues paid to trade associations and similar expenses if there is no resulting benefit to the Building;

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(16)         the cost of removing asbestos-containing material and polychlorinated biphenyls in order to comply with Requirements;

(17)         advertising and public relations costs incurred primarily for leasing individual space in the Building, but the net cost of general promotional events sponsored by the Landlord for the Building shall be included in the Cost of Operation and Maintenance;

(18)         the Landlord’s general corporate overhead and general administrative expenses not related to the operation of the Real Property (such as fees and costs in connection with the sale or refinancing of the Real Property) and all compensation to executives, officers or partners of the Landlord or to persons who are executives or officers of partners of the Landlord or the Landlord’s managing agent or to any other person above the grade of building manager and their respective secretaries (other than any officer in the Operations Division and their secretaries, in which case an allocable share, determined on the basis of the amount of time spent on matters relating to the Building, of their salaries and fringe benefits may be included in the Costs of Operation and Maintenance);

(19)         the cost of any political or charitable donations;

(20)         cost of purchasing, installing and replacing art work in the building;

(21)         the overhead and profit increments paid to the Landlord, or to any subsidiary or affiliate of the Landlord, for goods and/or services in the Building, to the extent such overhead and profit increments exceed the costs of comparable goods and/or services delivered or rendered by unaffiliated third parties of comparable reputation, stature, experience and quality to the Landlord, on a competitive basis;

(22)         increases in premiums for insurance carried by the Landlord pursuant to this Lease, which increase is directly caused by use of the building by the Landlord or any other tenant of the Landlord which is hazardous on account of fire or otherwise or premiums for any insurance carried by the Landlord which is not customarily carried by other reasonably prudent landlords in comparable first-class office buildings in the midtown Manhattan area;

(23)         to the extent any costs includable in operating expenses are incurred with respect to both the Building and other properties (including, without limitation, salaries, fringe benefits and other compensation of Landlord’s personnel who provide services to both the Building and other

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properties), there shall be excluded from the Cost of Operation and Maintenance a fair and reasonable percentage thereof which is properly allocable to such other properties;

(24)         the cost of providing any service customarily provided by a managing agent and the cost of which is customarily included in management fees including general corporate overhead and general administrative expenses related to the operation of the Real Property (e.g., bookkeeping and accounting costs) except as otherwise provided in this Lease;

(25)         the cost of any separate electrical meter Landlord may provide to any of the tenants in the Building;

(26)         costs relating to withdrawal liability or unfunded pension liability under the Multi-Employer Pension Plan act or similar law;

(27)         costs incurred solely with respect to a sale of the Building or any interest therein; or

(28)         with respect to those portions of the Premises on the C-2 and C-4 levels of the Building, the cost of general office cleaning, rubbish removal other than in the common areas of the Building and window cleaning other than in common areas of the Building.

Any cost or expense of the nature described above to be included in the Cost of Operation and Maintenance shall be included in the Cost of Operation and Maintenance for any Computation Year no more than once, notwithstanding that such cost or expense may fall under more than one of the categories listed in subsection 24.3(f) above. The Cost of Operation and Maintenance shall be calculated on the accrual basis of accounting. If, during the Computation Year utilized for purposes of determining the Base COM, the tenant of any space in the Building undertook to perform work or services therein in lieu of having the Landlord perform same and the cost thereof would have been included in the Cost of Operation and Maintenance if done by the Landlord, then the Cost of Operation and Maintenance for such Computation Year shall include the amount that would have been incurred if the Landlord had performed such work or services. The Landlord may use related or affiliated persons to provide services or furnish materials for the Land or the Building if the rates or fees charged by such persons are competitive with those charged by unrelated or unaffiliated persons with respect to first class office buildings in the Borough of Manhattan for the same services or materials. If during any period for which the Cost of Operation and Maintenance is being computed (including, without limitation, the Computation Year utilized for purposes of determining the Base COM) the Landlord is not, for all or any part of such period, furnishing any particular work or service (the cost of which if performed by the Landlord would

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constitute a Cost of Operation and Maintenance) to a portion of the Building due to the fact that such portion is not leased to a tenant or that the Landlord is not obligated to perform such work or service in such portion, then the amount of the Cost of Operation and Maintenance for such period shall be deemed, for the purposes of this Article, to be increased by an amount equal to the additional Cost of Operation and Maintenance which would reasonably have been incurred during such period by the Landlord if it had furnished such work or service.

(g)           “Real Estate Taxes” shall mean the taxes (“Taxes”) and assessments imposed upon the Building and the Land including without limitation assessments made as a result of the Building or part thereof being within a business improvement district, or the aggregate of taxes and assessments imposed upon all portions of the Building and the Land, if such taxes and assessments are imposed separately, but excluding penalties and interest. Real Estate Taxes shall include, without limitation, all reasonable and customary expenses, including, without limitation, fees and disbursements of counsel and experts, incurred or reimbursable by the Landlord in connection with any application for a reduction in the assessed valuation for the Building and/or the Land or for a judicial review thereof (but in no event shall such expenses be included in Base Real Estate Taxes); provided that if the Landlord uses in-house personnel for such purposes, the cost thereof shall be included in Real Estate Taxes only to the extent properly allocable to the Building and/or the Land. Real Estate Taxes shall not include franchise, income, profit, inheritance, estate, succession or transfer taxes; provided that if any such tax or other tax, due to a future change in the method of taxation, shall be levied against the Landlord in substitution in whole or in part for or in lieu of any tax which would otherwise constitute a Real Estate Tax, such tax shall be deemed to be a Real Estate Tax for the purposes of this Lease. Where the Real Estate Taxes are not separately levied upon the Building and the Land but are included in a blanket levy imposed upon or with respect to the Building and/or the Land as well as others, the amount of Real Estate Taxes for the purposes of this Lease shall be determined by allocation as follows: the amount of Real Estate Taxes for the Building shall be deemed to be that amount which, in relation to the total amount of said taxes for all buildings included in said blanket levy, is in the same proportion as the total rentable area of the Building bears to the total rentable area of all the included buildings, and the amount of Real Estate Taxes for the Land shall be deemed to be that amount which, in relation to the total amount of said taxes for all land included in said blanket levy, is in the same proportion as the rentable area of the Building bears to the aggregate rentable area of all buildings situated on said included lands. Real Estate Taxes shall not include any portion thereof payable directly by a person or entity other than the Landlord, without reimbursement by the Landlord. Notwithstanding the foregoing, if:

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(A)          a Transfer shall occur at any time during the term of this Lease, the following formula (the “Alternative Computation Formula”) shall be used to compute Taxes for each Tax Year subsequent to the Transfer Tax Year to and including the earlier to occur of (1) December 31, 2008 or (2) the Tax Year in which the Assumed Assessed Valuation multiplied by the Tax Rate is equal to or greater than the Taxes for such Tax Year: Taxes shall be an amount equal to the product of (x) the Tax Rate in effect in the respective Tax Year multiplied by (y) the Assumed Assessed Valuation for the respective Tax Year; and

(B)           the Building and/or the Land are no longer used as an office building and such change in use shall result in a change of the tax classification of the Building or the Land for purposes of determining the Tax Rate applicable thereto, Taxes shall be computed as if the Tax Rate was the rate applicable to the tax classification of the Building and the Land prior to such change (or its equivalent).

(h)           “Transfer” shall mean either (i) a “Transfer of real property” (as defined on the date of this Lease in Section 1440 of the Tax Law of the State of New York) of the Land and/or the Building, or (ii) a refinancing (unless the net proceeds of such refinancing, when aggregated with the net proceeds of all refinancings outstanding on and after the date of the refinancing in question, are less than the quotient of (1) the Assessed Valuation for the Tax Year in which the refinancing takes place divided by (2) the applicable State Equalization Rate as defined under the Real Property Tax Law of the State of New York or any successor law applicable to the Tax Year in which the refinancing takes place), if such sale or refinancing directly results in an increased Assessed Valuation.

(i)            “Assessed Valuation” shall mean, for any Tax Year, the actual assessment for such Tax Year for the Building and the Land as finally determined under the Real Property Tax Law of the State of New York or under any successor law (i.e., the value for the Building and the Land upon which real estate taxes are based for such Tax Year if the Building and Land are taxable or, if all or any portion of the Building or Land is exempt, the value upon which real estate taxes would have been based but for such exemption).

(j)            “Average Percentage Increase” shall mean the sum of: (y) the percentage obtained by dividing (1) the excess, if any, of the Assessed Valuation for the Transfer Tax Year over the Assessed Valuation for the Tax Year which is five years prior to the Transfer Tax Year (the “Comparison Year”) by (2) the product of five times the Assessed Valuation for the Comparison Year and adding (z) one (1%) percent to the amount determined in accordance

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with clause (y) (e.g., if the Assessed Valuation in the Transfer Tax Year were $110,000,000 and the Assessed Valuation in the Comparison Year were $100,000,000, the Average Percentage Increase would be obtained by dividing $10,000,000 by $500,000,000, which equals .02 (i.e., 2%), plus one (1%) percent, for a total Average Percentage Increase of three (3%) percent).

(k)           “Tax Rate” shall mean, as to any Tax Year, the real estate tax rate of the City of New York applicable to the Building and/or the Land during the Tax Year in question.

(l)            “Assumed Assessed Valuation” shall mean, as to any Tax Year, an assumed assessed valuation of the Building and the Land, assuming that the Assessed Valuation for each Tax Year subsequent to the Transfer Tax Year has increased over the prior Tax Year by an amount equal to the Average Percentage Increase (e.g., if a Transfer shall occur on April 2, 1997, the Assessed Valuation for the Transfer Tax Year was $110,000,000 and the Average Percentage Increase was 3%, then the Assumed Assessed Valuation for the Tax Year ending June 30, 1999 is $110,000,000 + [(110,000,000 x 3%) + (113,300,000 [the Assumed Assessed Valuation for the first Tax Year after the Transfer Tax Year] x 3%)], which equals $116,699,000).

(m)          “Escalation Statement” shall mean a statement setting forth the amount payable by the Tenant in respect of the Cost of Operation and Maintenance for a specified Computation Year. Escalation Statements shall be substantially in the form of Exhibit I attached hereto.

(n)           “Transfer Tax Year” shall mean the Tax Year in which the Transfer occurs.

(o)           “Base Real Estate Taxes” shall mean the R.E. Tax Share of Real Estate Taxes, as finally determined, for the 12-month period ending June 30, 1995.

(p)           “Base COM” shall mean the O.E. Share of Cost of Operation and Maintenance for the Computation Year ending December 31, 1995.

24.4         If the term commencement date shall be a day other than a January 1 or the date fixed for the expiration of the full term of this Lease shall be a day other than December 31, or if there is any abatement of Fixed Rent or any termination of this Lease (other than a Default Termination), or if there is any increase or decrease in the Tenant’s Area, then in each such event in applying the provisions of this Article with respect to any Tax Year or Computation Year in which such event occurred, appropriate adjustments shall be made to reflect the result of such event on a basis consistent with the principles underlying the provisions of this Article, taking into consideration (i) the portion of such

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Tax Year or Computation Year, as the case may be, which shall have elapsed prior to or after such event, (ii) the rentable area of the Premises affected thereby, and (iii) the duration of such event. Without limiting the generality of the foregoing, if there is any abatement of Fixed Rent with respect to any portion of the Premises, the Additional Rent payable with respect to such portion of the Premises under this Article shall be abated for the same period as is Fixed Rent.

24.5         The Tenant shall not (and hereby waives any and all rights it may now or hereafter have to) institute or maintain any action, proceeding or application in any court or other body having the power to fix or review assessed valuations, for the purpose of reducing the Real Estate Taxes.

24.6         When requested by the Tenant within six (6) months following the receipt by it of any Escalation Statement, the Landlord, in substantiation of the amounts set forth in such Escalation Statement, will furnish to the Tenant such additional information as reasonably may be required for such purpose, and, as may be necessary for the verification of such information, will permit the pertinent records of the Landlord to be examined at the office of the Landlord or its managing agent in New York, New York during normal business hours by an employee of the Tenant or a nationally recognized, independent certified public accounting firm designated by the Tenant and reasonably acceptable to the Landlord it being expressly understood that the Landlord shall be under no duty to preserve any such records, or any data or material related thereto, longer than three (3) years. The Tenant shall keep (and shall require its certified public accountants, if any, to keep) confidential all of the Landlord’s records except in connection with any judicial proceeding to resolve any dispute under this Lease. If any such examination by the Tenant or the Tenant’s certified public accountant shall reveal that the amount set forth in any Escalation Statement is more than one hundred ten percent (110%) of the actual amount payable by the Tenant in respect of the Cost of Operation and Maintenance for the relevant Computation Year, the Landlord shall reimburse the Tenant for the reasonable and customary outside accounting costs incurred by the Tenant in conducting such examination. If the Tenant shall bring an action to contest the amounts set forth in any Escalation Statement, the Tenant shall pay all reasonable counsel fees and costs incurred by the Landlord in defending such action if the Tenant shall receive a final non-appealable judgment which is not in excess of the amount the Landlord alleges is due the Tenant and the Landlord shall pay all reasonable counsel fees and costs incurred by the Tenant in prosecuting such action if the Tenant shall receive a final non-appealable judgment which is in excess of the amount the Landlord alleges is due the Tenant.

24.7         In the event the Landlord fails to bill the Tenant for the Tenant’s share of Real Estate Taxes or Cost of Operation and

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Maintenance by the time such amounts would otherwise be due and payable hereunder, the Tenant shall pay the amount most recently billed for the item in question, subject to subsequent adjustment to reflect the correct amount due. Notwithstanding the foregoing, the Landlord shall not bill for, and the Tenant shall not dispute, any Real Estate Taxes or Cost of Operation and Maintenance more than three (3) years after the end of the Computation Year in which the same were incurred.

24.8         If available and requested by the Tenant within six (6) months after the beginning of any Tax Year, the Landlord will send the Tenant a copy of the tax bill for such Tax Year.

ARTICLE TWENTY-FIVE
Miscellaneous

25.1         If the Landlord shall consent to a request by the Tenant for the omission or removal of any part of, or the insertion of any door (other than to a public corridor) or other opening in, any wall separating the Premises from other space adjoining the Premises, then (a) the Tenant shall be deemed to have assumed responsibility for all risks (including, without limitation, damage to, or loss or theft of, property) incident to the use of said door or other opening or the existence thereof, and shall indemnify and save the Landlord Indemnitees harmless from and against any claim, demand or action for, or on account of, any such loss, theft or damage, and (b) upon the expiration or termination of this Lease or any lease of said adjoining space, the Landlord may enter the Premises and close up such door or other opening by erecting a wall to match the wall separating the Premises from said adjoining space, and the Tenant shall pay the reasonable cost thereof and such work may be done during Business Hours and while the Tenant is in occupancy of the Premises and the Tenant shall not be entitled to any abatement of Fixed Rent or other compensation on account thereof; provided, that nothing shall be deemed to vest the Tenant with any right or interest in, or with respect to, said adjoining space, or the use thereof, and the Tenant hereby expressly waives any right to be made a party to, or to be served with process or other notice under or in connection with, any proceeding which may hereafter be instituted by the Landlord for the recovery of the possession of said adjoining space.

25.2         Without incurring any liability to the Tenant, the Landlord may, upon reasonable prior telephonic notice to the Tenant (but only to the extent the Landlord receives prior notice), permit access to the Premises and open the same, whether or not the Tenant shall be present, upon demand of any receiver, trustee, assignee for the benefit of creditors, sheriff, marshal or court officer entitled to, or reasonably purporting to be entitled to, such access for the purpose of taking possession of, or removing, the Tenant’s property or for any other purpose (but this provision and any action by the Landlord hereunder shall not be deemed a

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recognition by the Landlord that the person or official making such demand has any right or interest in or to this Lease, or in or to the Premises), or upon demand of any representative of the fire, police, building, sanitation or other department of the city, state or federal government.

25.3         If an excavation shall be made upon any land adjacent to the Building, or shall be authorized to be made, the Tenant shall afford to the person causing or authorized to cause such excavation a license to enter upon the Premises for the purpose of doing such work as is reasonably necessary to preserve the Building from injury or damage, all without any claim for damages or indemnity against the Landlord or diminution or abatement of Rent; provided, that if any such work will take place in the Premises (a) such person, in the Landlord’s reasonable judgment, has reasonably adequate insurance coverage, (b) the Tenant is named as an additional insured under such insurance and (c) the Landlord exercises reasonable precautions and supervision under the circumstances so that such work does not unreasonably interfere with the Tenant’s business. The Landlord shall give the Tenant reasonable prior telephonic notice, if possible, of such an entry upon the Premises.

25.4         Time shall be of the essence with respect to the exercise by the Tenant of any right of termination or other option granted to it by this Lease. The Tenant shall not be entitled to exercise any expansion option granted to it under Article Thirty-one of this Lease or the right of first offer granted to it under Article Thirty-eight of this Lease at any time when the Tenant is in default after notice in the payment of Fixed Rent and Article 24 Rent.

25.5         The headings of the Articles of this Lease are for convenience only and are not to be considered in construing said Articles.

25.6         As used in this Section, the term “facility” means stores, restaurants, cafeterias, rest rooms, and any other facility of a public nature in the Building. The Tenant will not discriminate by segregation or otherwise against any person or persons because of race, creed, color, sex (except as appropriate in the case of rest rooms) or national origin in furnishing, or by refusing to furnish, to such person or persons the use of any facility in the Premises, including any and all services, privileges, accommodations, and activities provided thereby. The Tenant’s noncompliance with the provisions of this Section shall constitute a material breach of this Lease. In the event of such noncompliance, the Landlord may take appropriate action to enforce compliance, may terminate this Lease in accordance with the provisions of this Lease, or may pursue such other remedies as may be provided by law. In the event of termination, the Tenant shall

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be liable to the Landlord for damages in accordance with the provisions of this Lease.

25.7         If the Tenant holds-over in the Premises after the expiration or termination of this Lease without the consent of the Landlord:

(a)           for less than three (3) months after such expiration or termination, the Tenant shall pay as hold-over rental for each month of the first three (3) months of the hold-over tenancy an amount equal to the greater of (i) 125% of the fair market rental value of the Premises for such month (as reasonably determined by the Landlord) or (ii) 125% of the Rent which Tenant was obligated to pay for the month immediately preceding the expiration or termination of this Lease;

(b)           for more than three (3) months but less than six (6) months after such expiration or termination, the Tenant shall (i) pay as hold-over rental for each month after the third month of the hold-over tenancy an amount equal to the greater of (i) 150% of the fair market rental value of the Premises for such month (as reasonably determined by Landlord) or (ii) 150% of the Rent which the Tenant was obligated to pay for the month immediately preceding the expiration or termination of this Lease; and

(c)           for more than six (6) months after such expiration or termination, the Tenant shall (i) pay as hold-over rental for each month of the hold-over tenancy after the sixth (6th) month thereof an amount equal to the greater of (A) 150% of the fair market rental value of the Premises for such month (as reasonably determined by Landlord) or (B) 150% of the Rent which Tenant was obligated to pay for the month immediately preceding the expiration or termination of this Lease, (ii) be liable to the Landlord for (A) any payment or rent concession which Landlord may be required to make to any tenant obtained by the Landlord for all or any part of the Premises (a “New Tenant”) in order to induce such New Tenant not to terminate its lease by reason of the holding-over by the Tenant and (B) the loss of the benefit of the bargain if any New Tenant shall terminate its lease by reason of the holding-over by the Tenant, and (iii) indemnify the Landlord against all claims for damages by any New Tenant.

No holding-over by the Tenant, nor the payment to or acceptance by the Landlord of the amounts specified above, shall operate to extend the term of this Lease.

25.8         Any obligation of the Landlord or the Tenant which by its nature or under the circumstances can only be, or by the provisions of this Lease may be, performed after the expiration or earlier termination of this Lease, and any liability for a payment which shall have accrued to or with respect to any period ending at the time of such expiration or termination, unless expressly

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otherwise provided in this Lease, shall survive the expiration or earlier termination of this Lease.

25.9         If any provision of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.

25.10       It is the intention of the Landlord and the Tenant to create the relationship of landlord and tenant, and no other relationship whatsoever, and nothing herein shall be construed to make the Landlord and the Tenant partners or joint venturers, or to render either party hereto liable for any of the debts or obligations of the other party.

25.11       The Landlord and the Tenant acknowledge that (i) improvements (including Fixtures) made or installed by the Tenant in the Premises do not constitute consideration for the granting of this Lease to the Tenant and (ii) there has been no adjustment in the Rent on account of such improvements (including Fixtures).

25.12       Any payment required to be made under this Lease for which no time period is stated within which the payment must be made shall be made within thirty (30) days after demand by the party entitled thereto.

25.13       Except to the extent that the same is not obtainable at commercially reasonable rates, the Tenant shall maintain, at all times during the term of this Lease and during any other times the Tenant is granted access to the Premises, a policy or policies of “all risk” property insurance covering the Tenant’s Property to a limit of not less than 100% of the replacement cost thereof with the premiums fully paid on or before the due date, issued by a reputable insurance company licensed to do business in the State of New York, having a minimum rating A- XI by A.M. Best & Company or such other comparable financial rating as the Landlord may at any time consider appropriate, and reasonably acceptable to the Landlord. Each such policy shall provide, if then generally available, that it cannot be cancelled, changed or modified except upon 30 days’ prior notice to the Landlord. The Tenant shall furnish original certificates of such insurance to the Landlord prior to the term commencement date (or any date on which the Tenant is granted earlier access) and thereafter not less than 30 days prior to the expiration of each such policy and any renewals or replacements thereof. The Tenant shall have included in all of its “all risk” property insurance policies insuring the Tenant’s Property a waiver of the insurer’s right of subrogation against the Landlord or, if such waiver is unobtainable or unenforceable, (i) an express agreement that such policy shall not be invalidated if

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the insured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty, or (ii) any other form of permission for the release of the Landlord. If such waiver, agreement or permission is not, or ceases to be, obtainable from the Tenant’s then current insurance company, the Tenant shall so notify the Landlord promptly after learning thereof, and shall use its best efforts to obtain same from another insurance company. If such waiver, agreement or permission is obtainable only by payment of an additional charge, the Tenant shall so notify the Landlord promptly after learning thereof, and the Tenant shall not be required to obtain said waiver, agreement or permission unless the Landlord agrees to pay the additional charge therefor. The Tenant hereby releases the Landlord in respect of any claim (including, without limitation, a claim for negligence) which it might otherwise have against the Landlord for loss, damage or destruction of or to its property to the extent to which it is insured under a policy containing a waiver of subrogation or express agreement that such policy shall not be invalidated or permission to release liability, as provided above in this Section.

25.14      Each party hereby represents to the other that it is not entitled, directly or indirectly, to diplomatic or sovereign immunity. In all disputes arising out of this Lease the parties, each person comprising the parties or claiming by or through the parties, shall be deemed subject to service in the State of New York and to the jurisdiction of the state and federal courts located in the State of New York and such service may be accomplished in any manner permitted by law.

25.15      The Tenant represents and warrants to the Landlord that the Tenant is a duly formed and validly existing corporation under laws of the Republic of France duly qualified to do business in the State of New York and the execution, delivery and performance by Tenant of this Lease have been duly authorized by all necessary corporate action. The Landlord represents and warrants to the Tenant that the Landlord is a duly formed and validly existing corporation under laws of the State of New York and the execution, delivery and performance by Landlord of this Lease have been duly authorized by all necessary corporate action.

25.16      This Lease shall be construed without regard to any presumption or other rule regarding construction against the party drafting this Lease.

25.17      If the Tenant requests the Landlord’s consent and the Landlord fails or refuses to give such consent, the Tenant shall not be entitled to any damages for any withholding by the Landlord of its consent; the Tenant’s sole remedy therefor shall be an action for specific performance or injunction, and such remedy shall be available only in those cases where this Lease provides that the Landlord shall not unreasonably withhold, delay or

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condition its consent or where as a matter of law the Landlord may not unreasonably withhold, delay or condition its consent.

25.18      Except to the extent that the same is not (a) obtainable from a reputable insurer reasonably acceptable to the Landlord at commercially reasonable rates or (b) being maintained by the majority of the owners of comparable first-class office buildings in midtown Manhattan, the Landlord will, during the term of this Lease, insure the Building against loss or damage by fire, lightning, windstorm, hail, explosion (other than explosion of boilers, heating apparatus or other pressure vessels), riot, riot attending a strike, civil commotion, aircraft, vehicle or smoke in amounts sufficient to prevent the Landlord from becoming a coinsurer with the terms of the policies in question, but in any event in amounts not less than eighty percent (80%) of the then full insurable value of the Building and with not more than five percent (5%) of such insurable value deductible. The foregoing insurance may be included in a “blanket” policy of the Landlord. The Landlord shall notify the Tenant if the Landlord shall not be carrying any of the foregoing insurance, and will request that its insurers give the Tenant thirty (30) days prior notice of the cancellation of any of the foregoing insurance. Upon request by the Tenant, but in no event more than once in any twelve (12) month period, the Landlord shall furnish the Tenant with one of more certificates of insurance evidencing the foregoing coverages.

25.19      During the term of this Lease, the Landlord shall operate and maintain the Building as a first-class office building in a manner consistent with first-class office buildings in midtown Manhattan of similar size, character and operation.

25.20      The Landlord shall indemnify, and save harmless, the Tenant and its officers, directors, agents and employees (the “Tenant Indemnitees”) from and against all liability (statutory or otherwise), claims, suits, demands, damages, judgements, costs, interest and expenses (including reasonable counsel fees incurred in the defense thereof) (collectively, “Losses”), but specifically excluding any contractual obligation of any Tenant Indemnitee, to which any Tenant Indemnitee may (except insofar as it arises from the conduct of any Tenant Indemnitee or any Tenant Party) be subject or suffer, whether by reason of, or by reason of any claim for, any injury to or death of any persons or damage to property (including any loss of use thereof) or otherwise for any Losses occurring in any Common Area and related to the Landlord’s operation or maintenance of the Building. The term “Common Area” means all public corridors and elevators in the Building not leased by the Landlord to others and open to the general public.

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ARTICLE TWENTY-SIX

Signage and Information Desk

26.1        (a)           The Tenant shall have the right during the term of this Lease, subject to the provisions of this Lease, to display the following signage (collectively, “Tenant’s Signage”) in or about the Building:

(1)           two (2) monuments which, as to size, material, design and finish, are as shown on Exhibit J-2 attached hereto, at the locations indicated on Exhibit J-1 attached hereto,

(2)           one (1) pylon sign which, as to size, material, design and finish, is substantially as shown on Exhibit J-3 attached hereto, at the location indicated on Exhibit J-1 attached hereto (the “Pylon”),

(3)           four (4) exterior plaques which, as to size, material, design and finish, are as shown on Exhibit J-4a attached hereto, at the locations indicated on Exhibits J-1 and J-4b attached hereto, and

(4)           four (4) interior plaques indicating the floors in the Building occupied by the Tenant which, as to size, material, design and finish, are as shown on Exhibit J-5 attached hereto, at the locations indicated on Exhibits J-1 and J-5 attached hereto.

The Landlord reserves the right to display on the Pylon the names of up to two (2) additional tenants in the Building; provided, that such tenants are not engaged in a business which is not in keeping with the maintenance of the Building as a first-class building and such displays shall not be above or more prominent than that of the Tenant. All design, fabrication, installation and maintenance of the Tenant’s Signage shall be performed by the Landlord at the Tenant’s expense, except that the Landlord and the Tenant shall share equally the cost of design, fabrication, installation and maintenance of the Pylon.

(b)           If the Tenant and/or Tenant Affiliates shall no longer occupy at least 200,000 rentable square feet of space in the Building, the Tenant shall have no further rights at any time thereafter to so display, nor obligation to maintain, the Tenant’s Signage, unless the Tenant and/or Tenant Affiliates thereafter again occupy at least 200,000 rentable square feet in the Building and the Landlord has not granted such signage rights to another party, in which case the Tenant shall again have the rights granted pursuant to the first sentence of subsection 26.1(a). If the Tenant shall notify the Landlord to discontinue the display of all or any part of the Tenant’s Signage, the Tenant shall have no further rights at any time thereafter to so display such signage,

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unless the conditions set forth in the preceding sentence are satisfied and the Landlord has not granted such signage rights to another party, in which case the Tenant shall again have the rights granted pursuant to the first sentence of subsection 26.1(a).

(c)           Upon the expiration or earlier termination of the term of this Lease or such earlier time as the Tenant shall not be entitled to display the Tenant’s Signage, the Landlord shall remove the Tenant’s Signage and make good any damage to the Building or its appurtenances which have been occasioned by reason of or in connection with the installation, maintenance or removal of such display (except removal caused by the Landlord’s gross negligence) and the Tenant shall reimburse the Landlord within 30 days of receipt of statement thereof for the cost and expense incurred by the Landlord in removing the Tenant’s Signage and making good such damage. Notwithstanding the foregoing, if at the expiration or earlier termination of this Lease (i) the Landlord shall elect to allow the Pylon to remain, the Tenant shall reimburse the Landlord within thirty (30) days of receipt of statement thereof for the cost and expense incurred by the Landlord in removing the Tenant’s name therefrom and (ii) if the Landlord shall elect to remove the Pylon, the cost of such removal and making good any resulting damage to the Building and its appurtenances not caused by the Landlord’s gross negligence shall be borne equally by the Landlord and the Tenant.

26.2        The Landlord will permit the Tenant to establish at the location in the lobby of the Building indicated on Exhibit J-1 a service and information desk. Such desk may bear the Tenant’s name and/or logo or, subject to the Landlord’s approval (which approval may not be arbitrarily withheld), the name and/or logo of a Tenant Affiliate occupying not less than 40,000 rentable square feet of space in the Building. Such desk shall be capable of utilization by the Tenant and up to two (2) other entities selected by the Landlord, which other entities may only be other tenants in the Building, the Landlord itself or an affiliate of the Landlord. The Tenant’s portion of such desk may be used by one (1) or two (2) people. The size, material, design and finish of such desk shall be substantially as shown on Exhibit J-6 attached hereto. Such right to establish a service and information desk shall be evidenced by the execution and delivery of, and shall be subject to the provisions of, an agreement substantially identical to the agreement attached hereto as Exhibit K.

26.3        If the Tenant and/or Tenant Affiliates occupy at least 200,000 rentable square feet of space in the Building, the Landlord shall not (a) permit the Building to be named after any commercial bank or (b) grant to any commercial bank signage rights on the side of the Building or the Land facing Avenue of the Americas unless such bank leases (i) the retail portion of the Building facing Avenue of the Americas or (ii) more than 500,000 rentable square feet of space in the Building.

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ARTICLE TWENTY-SEVEN

Brokerage Commission

27.1        The Landlord and the Tenant represent to each other that the only brokers with which they have dealt in connection with this Lease are Morgan Stanley Realty, Incorporated (“Morgan”}, having an office at 1251 Avenue of the Americas, New York, New York 10020, and Cushman & Wakefield, Inc. (“C&W”), having an office at 1166 Avenue of the Americas, New York, New York 10036. The Tenant shall indemnify and save harmless the Landlord Indemnitees from and against all liability, claims, suits, demands, judgments, costs, interest and expenses (including, without limitation, reasonable counsel fees and disbursements incurred in the defense thereof) to which the Landlord Indemnitees may be subject or suffer by reason of any claim made by any person, firm or corporation other than C&W for any commission, expense or other compensation as a result of the execution and delivery of this Lease or the demising of the Premises by the Landlord to the Tenant pursuant to this Lease, which claim is alleged to arise out of any conversations, negotiations or dealings between such claimant and the Tenant. The Landlord shall indemnify and save harmless the Tenant Indemnitees from and against all liability, claims, suits, demands, judgments, costs, interest and expenses (including, without limitation, reasonable counsel fees and disbursements incurred in the defense thereof) to which the Tenant Indemnitees may be subject or suffer by reason of any claim made by any person, firm or corporation other than Morgan for any commission, expense or other compensation as a result of the execution and delivery of this Lease or the demising of the Premises by the Landlord to the Tenant pursuant to this Lease, which claim is alleged to arise out of any conversations, negotiations or dealings between such claimant and the Landlord. The Tenant agrees to pay a commission to Morgan pursuant to a separate agreement between Morgan and the Tenant. The Landlord agrees to pay a commission to C&W pursuant to a separate agreement between C&W and the Landlord.

ARTICLE TWENTY-EIGHT

Quiet Enjoyment

28.1        If, and so long as, the Lease is in full force and effect, the Tenant shall quietly enjoy the Premises without hindrance or molestation by the Landlord or by any other person lawfully claiming through or under the Landlord, subject, however, to the provisions of this Lease and to the Qualified Encumbrances.

ARTICLE TWENTY-NINE

Hazardous Substances

29.1        The Tenant shall not (a) cause or permit to be brought to the Building or the Land any hazardous substances, (b) cause or permit the storage or use of hazardous substances in any manner not

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permitted by any Requirements applicable to the Land, the Building or the Premises or any part thereof, to the Tenant’s use thereof or to the Tenant’s observance of any provision of this Lease, or (c) cause or permit the escape, disposal or release of any hazardous substances on or in the vicinity of the Building or Land; provided, that nothing herein shall prevent the Tenant’s use of any hazardous substances customarily used in the ordinary course of the business of the Tenant and the Tenant’s permitted affiliates, subsidiaries, sublessees and assigns in connection with their permitted use of space in the Premises in accordance with the terms of this Lease, including, without limitation, the use of a fuel storage tank for the Tenant’s emergency generator, if (i) such use is for such ordinary course of the Tenant’s business, (ii) is in accordance with all Requirements applicable to the Land, the Building or the Premises or any part thereof, to the Tenant’s use thereof or to the Tenant’s observance of any provision of this Lease and (iii) only reasonable quantities of hazardous substances are brought to or used or stored in the Premises.

29.2        “Hazardous substances” are (i) any “hazardous wastes” as defined by the Resource, Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et seq.), as amended from time to time, and regulations promulgated thereunder; (ii) any “hazardous, toxic or dangerous waste, substance or material” specifically defined as such in (or for purposes of) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.), as amended from time to time, and regulations promulgated thereunder; and (iii) any hazardous, toxic or dangerous chemical, biological or other waste, substance or material as defined in any so-called “superfund” or “superlien” law or any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning such waste, substance or material; including, without limiting the generality of the foregoing, asbestos, radon, urea formaldehyde, polychlorinated biphenyls, and petroleum products (including, without limitation, gasoline, fuel oil, crude oil and various constituents of such products). Without limiting the generality of Section 6.1(j) hereof, the Tenant agrees that the covenants and warranties contained in this Article are included within the matters as to which the Landlord Indemnitees shall be indemnified pursuant to said Section 6.1(j).

29.3        The covenants contained in this Article shall survive the expiration or earlier termination of this Lease.

ARTICLE THIRTY

Service Option

30.1        The Landlord hereby grants to the Tenant the exclusive and irrevocable option (the “Service Option”), with respect to each Assumable Service, to assume and thereafter exercise control of and

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be responsible for providing such Assumable Service at the Tenant’s expense on the terms and conditions herein set forth.

30.2        A Service Option may be exercised only in accordance with this Article and then only as to an Assumable Service in its entirety by notice by the Tenant to the Landlord (the “Service Option Notice”). Notwithstanding anything to the contrary contained in this Lease, the Tenant may not exercise a Service Option if (i) such election would result in an increase in the Landlord’s cost (other than an increase for which the Tenant shall agree to reimburse the Landlord) or interfere with the Landlord’s ability to provide such Assumable Service to areas other than the Premises, it being understood that the Tenant may not exercise the Service Option with respect to the cleaning service provided pursuant to Article Twenty unless the Tenant’s cleaning contractor uses the Building’s elevators only during those hours when the same are not being used by the Landlord’s cleaning contractor, or (ii) in the case of the electrical service provided pursuant to Article Five, the Tenant may not exercise the Service Option with respect to the electric service if the purchase of electric current directly from the public utility company would (y) increase the Landlord’s costs of obtaining electric current to meet the Landlord’s obligations or needs (unless the Tenant shall agree to reimburse the Landlord for such increased costs) or (z) make it difficult or impossible for the Landlord to obtain such electric current service.

30.3        If a Service Option shall be exercised by the Tenant as to any Assumable Service, unless the Tenant shall have already done so, the Tenant shall, within sixty (60) days of the Tenant’s giving of the Service Option Notice, furnish the Tenant’s estimated timetable for work in connection with such Assumable Service for the Landlord’s approval. The Landlord shall approve or disapprove the Tenant’s timetable within ten (10) business days. The Tenant’s timetable will be deemed approved if the Landlord (a) fails to approve or disapprove the Tenant’s timetable within the above-described ten-day period, and (b) still fails to approve or disapprove same within three (3) business days after a second notice from the Tenant, given after the expiration of such ten-day period, which second notice must specify that the Landlord’s failure to approve or disapprove same within three (3) business days will be deemed an approval of same. Upon receipt of Landlord’s approval of the Tenant’s timetable (or upon the deemed approval of same), the Tenant shall, at its expense, complete in coordination with such timetable (subject to delays for causes beyond the Tenant’s reasonable control) all work necessary to assume and thereafter exercise control of and be responsible for providing, operating, maintaining, repairing and replacing such Assumable Service at its expense, and from and after the commencement of any work by the Tenant on such Assumable Service, notwithstanding anything to the contrary contained in this Lease: (y) the Tenant shall exercise control and be responsible for

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providing such Assumable Service at its expense (it being understood that the Tenant’s responsibility shall include, without limitation, the installation, operation, maintenance, repair and replacement at the Tenant’s expense of all equipment, facilities and building service systems which are required by applicable Requirements or which the Landlord or the Tenant deems to be required for the fulfillment of its responsibility including, without limitation, personnel changing, storage and equipment rooms for the Tenant’s cleaning contractor) and (z) the Landlord shall have no responsibility under this Lease or otherwise in respect of such Assumable Service. Notwithstanding anything to the contrary contained herein, the Landlord reserves the right, on a non-exclusive basis, to share with the Tenant the janitor’s closets in the Premises and the Tenant shall not store any equipment or materials therein which would unreasonably interfere with the Landlord’s use thereof. If the Tenant exercises the Service Option with respect to the cleaning service provided pursuant to Article Twenty, the Landlord shall, subject to the other provisions of this Article, use reasonable efforts not to unreasonably interfere with the performance of the Tenant’s cleaning contractor.

30.4        If the Tenant exercises a Service Option, the Tenant shall not be permitted to utilize any of the Landlord’s equipment providing service to the Premises as to which a Service Option has been exercised, provided, that, if the Tenant shall exercise a Service Option as to the electrical service, the Tenant shall be permitted to purchase and use the switchgear, risers, conduits and feeders that exclusively serve the portion of the Premises in question and are part of the Assumable Service. The Tenant shall pay the Landlord for such equipment within 30 days after receipt of statements therefor an amount equal to the greater of (i) the fair market value of such equipment or (ii) the Landlord’s unrecovered capital costs (i.e., the actual capital expenditures required to be capitalized in accordance with generally accepted accounting principles, plus the real or imputed cost of financing such capital expenditures), plus any applicable taxes. The Tenant’s purchase pursuant to this clause shall be made without recourse to the Landlord and shall be evidenced by a bill of sale containing no representation, warranty or covenant, express or implied, by the Landlord. The Tenant shall thereafter keep all such equipment in a state of good repair and operating condition and the Landlord shall have no obligation with respect to the operation, maintenance, repair or replacement of any of such equipment and shall have no liability with respect to any damage thereto or loss thereof.

30.5        The Tenant shall be solely responsible, and the Landlord shall have no liability to the Tenant or to any other tenants of the Building, for any interruption of any utility or other building service caused by any work or action taken by or on behalf of the Tenant in connection with any Assumable Service. The Tenant’s responsibilities under this Article shall include, without

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limitation, in respect of any Assumable Service as to which the Tenant has exercised a Service Option, the responsibility at the Tenant’s expense to separate and relocate any equipment and associated pipes, wires and other similar items owned by the Landlord which serve the Tenant and/or others or otherwise arranging to the Landlord’s reasonable satisfaction (taking into account, among other things, the Landlord’s obligations under leases of space in the Building) for the provision of services to others by the Landlord’s building service systems. All work and actions taken by or on behalf of the Tenant and the Landlord in connection with the assumption by the Tenant of any Assumable Service shall be subject to the provisions of Article Six.

30.6        The term “Assumable Service” shall mean the (i) electrical service provided pursuant to Article Five, but only if the Tenant will become a direct customer of the public utility company providing such service, and (ii) cleaning service provided pursuant to Article Twenty, but only if the Tenant has notified the Landlord that it is not satisfied with the performance of the Landlord’s cleaning contractor and has given the Landlord a reasonable period of time to rectify the situation.

30.7        On or before the expiration or termination of this Lease with respect to all or any portion of the Premises, the Tenant shall, at its expense, connect and return all Assumable Services provided by the Tenant with or to the Landlord’s building service systems, and title to all equipment assumed in connection with the exercise of a Service Option shall automatically vest in the Landlord, at no cost to the Landlord, and the same shall be delivered to the Landlord in good order and condition (allowing for ordinary wear and tear).

30.8        The Tenant shall indemnify and hold harmless each Landlord Indemnitee from and against all liabilities (statutory or otherwise and whether arising from a strict liability or per se negligence theory or otherwise), claims, suits, demands, damages, judgments, costs, interest and expenses (including, without limitation, reasonable counsel fees and disbursements incurred in defense thereof) to which such Landlord Indemnitee may be subject or suffer in any manner connected with the exercise of a Service Option and the Tenant’s installation, operation, maintenance, repair or replacement of any Assumable Service.

ARTICLE THIRTY-ONE

Option Space

31.1        (a)           Subject to clause (g) below, the Landlord hereby grants to the Tenant an option, exercisable as hereinafter provided, to lease the space substantially as shown hatched on the diagram attached hereto as Exhibit L and designated as ‘C’ on the 12th Floor of the Building (the “First Option Space”) for a term commencing on the First Option Space Term Commencement Date and

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ending on September 30, 2013 or on such earlier date upon which said term may expire or be terminated pursuant to this Lease or pursuant to law. The Tenant shall notify the Landlord on or prior to May 31, 1998 (as to which date time is of the essence) of its election to exercise its option with respect to the First Option Space. If such notice is timely given, Fixed Rent payable for the First Option Space will be determined in accordance with clause (e) below.

(b)           With reasonable promptness after the exercise of the option with respect to the First Option Space, the Landlord and the Tenant shall execute and deliver an amendment to this Lease confirming the leasing of the First Option Space.

(c)           If the Tenant shall timely exercise its option on the First Option Space, then, on and after the First Option Space Term Commencement Date, such First Option Space shall be subject to and upon all of the provisions of this Lease except (1) such provisions of this Lease as have been rendered inapplicable by the passage of time, (2) Fixed Rent per annum reserved under this Lease shall be deemed increased on and after the date which is seven months after the First Option Space Term Commencement Date by the First Option Space Fixed Rent, and (3) the term “Premises” as used in this Lease shall be deemed to include the First Option Space, except that in applying the provisions of Article Two to the First Option Space, (i) the Premises shall be deemed to refer to the First Option Space only and (ii) the “term commencement date” referred to in said Article Two shall be deemed to mean the First Option Space Term Commencement Date. The Tenant shall not be charged Article 24 Rent in respect of the First Option Space until the date which is seven months after the First Option Space Term Commencement Date.

(d)          The term “First Option Space Term Commencement Date” shall mean the date on which the Landlord delivers possession of the First Option Space to the Tenant; it being understood that the Landlord shall use reasonable efforts to cause such date to occur no later than June 1, 2000.

(e)           The term “First Option Space Fixed Rent” shall mean an annual amount equal to the product of the rentable square foot

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area of the First Option Space determined in accordance with Section 1.6 multiplied by the following rates:

Years	Annual Fixed Rent Per Square Foot
First Option Space Term Commencement Date to August 31, 2003	$	36.00
September 1, 2003 to August 31, 2008	$	40.00
September 1, 2008 to September 30, 2013	$	44.00

(f)           Notwithstanding anything else to the contrary set forth in this Lease, the Landlord shall provide the Tenant, in connection solely with respect to the First Option Space, a tenant allowance to be made available to and used by the Tenant in preparing such First Option Space for the Tenant’s intended use in an amount equal to fifty dollars ($50.00) per rentable square foot of space in the First Option Space determined in accordance with Section 1.6. Such tenant allowance shall be made available to the Tenant and disbursed in the same manner and subject to the same provisions as set forth in Article Thirty-three.

(g)          Unless the Tenant has elected to lease the Offer Space (as defined in Article Thirty-eight) in accordance with Article Thirty-Eight, if the Tenant exercises its option to lease the First Option Space in accordance with this Section 31.1, the Landlord reserves the right to exclude space from the First Option Space for corridors, lavatories and other similar facilities for a multi-tenant floor which are usual, customary or required by Requirements; provided, that no space excluded from the First Option Space shall be leased to another tenant for its exclusive use as office space.

31.2        (a)           The Landlord hereby grants to the Tenant an option exercisable as hereinafter provided to lease, at the Landlord’s option, one floor in the Building between Floor 21 and Floor 25 inclusive (the “Second Option Space”) for a term commencing on the Second Option Space Term Commencement Date and ending on September 30, 2013 or on such earlier date upon which said term may expire or be terminated pursuant to this Lease or pursuant to law. The Tenant shall notify the Landlord on or prior to June 30, 2001 (as to which date time is of the essence) of its election to exercise its option with respect to the Second Option Space. If such notice is timely given, Fixed Rent payable for the Second Option Space will be determined in accordance with clause (e) below. The Tenant may exercise its option to lease the Second Option Space

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notwithstanding the fact that the Tenant has not exercised its option to lease the First Option Space or the Offer Space.

(b)          With reasonable promptness after the exercise of the option with respect to the Second Option Space, the Landlord and the Tenant shall execute and deliver an amendment to this Lease confirming the leasing of the Second Option Space.

(c)          If the Tenant shall timely exercise its option on the Second Option Space, then, on and after the Second Option Space Term Commencement Date, such Second Option Space shall be subject to and upon all of the provisions of this Lease except (1) such provisions of this Lease as have been rendered inapplicable by the passage of time, (2) Fixed Rent per annum reserved under this Lease shall be deemed increased by the Second Option Space Fixed Rent, (3) in applying the provisions of Article Twenty-four to the Second Option Space, the Base Real Estate Taxes shall be deemed to be an amount equal to the R.E. Tax Share of the Real Estate Taxes and the Base COM shall be deemed to mean the O.E. Share of the Cost of Operation and Maintenance, both for the 12-month period ending on December 31, 2002, and (4) the term “Premises” as used in this Lease shall be deemed to include the Second Option Space, except that in applying the provisions of Article Two to the Second Option Space (i) the Premises shall be deemed to refer to the Second Option Space only and (ii) the “term commencement date” referred to in Article Two shall be deemed to mean the Second Option Space Term Commencement Date.

(d)          The term “Second Option Space Term Commencement Date” shall mean the date on which the Landlord delivers possession of the Second Option Space to the Tenant; it being understood that the Landlord will use reasonable efforts to cause such date to occur by January 1, 2003.

(e)          The term “Second Option Space Fixed Rent” shall mean an amount equal to the annual fair market rental value for the Second Option Space on the Second Option Space Term Commencement Date which shall be determined in accordance with the provisions for the determination of Fair Market Rental Value described in subsection 32.1(c).

31.3        (a)           The Landlord hereby grants to the Tenant an option to lease, at the Landlord’s option, one floor in the Building between Floor 21 and Floor 25 inclusive (the “Third Option Space”) for a term commencing on the Third Option Space Term Commencement Date and ending on September 30, 2013 or on such earlier date upon which said term may expire or be terminated pursuant to this Lease or pursuant to law. The Landlord agrees that the Third Option Space will be contiguous to the Second Option Space (if the Tenant exercised its option to lease the Second Option Space). The Tenant shall notify the Landlord not later than eighteen (18) months prior to the Third Option Space Delivery Date (as hereinafter defined)

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(as to which date time is of the essence) of its election to exercise its option with respect to the Third Option Space. If such notice is timely given, Fixed Rent payable for the Third Option Space will be determined in accordance with clause (e) below. The Tenant may exercise its option to lease the Third Option Space notwithstanding the fact that the Tenant has not exercised its option to lease the First Option Space or the Second Option Space.

(b)          With reasonable promptness after the exercise of the option with respect to the Third Option Space, the Landlord and the Tenant shall execute and deliver an amendment to this Lease confirming the leasing of the Third Option Space.

(c)          If the Tenant shall exercise its option with respect to the Third Option Space, then, on and after the Third Option Space Term Commencement Date, such Third Option Space shall be subject to and upon all of the provisions of this Lease except (1) such provisions of this Lease as have been rendered inapplicable by the passage of time, (2) Fixed Rent per annum reserved under this Lease shall be deemed increased by the Third Option Space Fixed Rent, (3) in applying the provisions of Article Twenty-four to the Third Option Space, the Base Real Estate Taxes shall be deemed to be an amount equal to the R.E. Tax Share of the Real Estate Taxes and the Base COM shall be deemed to mean the O.E. Share of the Cost of Operation and Maintenance, both for the 12-month period ending on December 31 of the Computation Year in which the Third Option Space Term Commencement Date occurs, and (4) the term “Premises” as used in this Lease shall be deemed to include the Third Option Space, except that in applying the provisions of Article Two to the Third Option Space, (i) the Premises shall be deemed to refer to the Third Option Space only and (ii) the “term commencement date” referred to in Article Two shall be deemed to mean the Third Option Space Term Commencement Date.

(d)          The term “Third Option Space Term Commencement Date” shall mean the date on which the Landlord delivers possession of the Third Option Space to the Tenant; it being understood that the Landlord shall use reasonable efforts to cause such date to occur not later than January 1, 2007 (the “Third Option Space Delivery Date”); provided, that the Landlord may, by written notice to the Tenant given on or prior to January 1, 2005, defer the Third Option Space Delivery Date by up to twenty-four (24) months.

(e)          The term “Third Option Space Fixed Rent” shall mean an amount equal to the annual fair market rental value for the Third Option Space on the Third Option Space Term Commencement Date which shall be determined in accordance with the provisions outlining the determination of Fair Market Rental Value described in subsection 32.1(c).

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(f)           The term “Option Space” shall mean any of the First Option Space, the Second Option Space or the Third Option Space.

31.4        The parties acknowledge that the incorporation of Section 2.2 with respect to any Option Space shall constitute “an express provision to the contrary” as such phrase is used in Section 223-a of the Real Property Law of the State of New York and shall constitute a waiver of the Tenant’s rights pursuant to such Section 223-a and any other law of like import now or hereafter in force.

31.5        The Tenant shall not exercise any option described in this Article Thirty-one unless the Tenant, Tenant Affiliates and the Tenant’s then existing sublessees will occupy the Option Space in question for the normal conduct of their respective businesses; provided, that the Tenant’s then existing sublessees may not occupy more than 25% of the Option Space.

31.6        The Landlord agrees not to enter into leases for the Option Space which expire after, or which the Landlord does not have the right to terminate before, sixty (60) days prior to the dates (the “Projected Delivery Dates”) by which Landlord has agreed to use reasonable efforts to deliver Option Space to the Tenant. The Landlord further agrees to commence and diligently prosecute a holdover proceeding against any tenant of Option Space that remains in occupancy of Option Space after the expiration or termination of its lease if such continued occupancy will jeopardize the Landlord’s ability to deliver Option Space to the Tenant on or before the applicable Projected Delivery Date. If, for reasons beyond the Landlord’s reasonable control, the Landlord is unable to deliver any Option Space to the Tenant on or before the date which is twelve (12) months after the applicable Projected Delivery Date, and the Landlord has comparable space available in the Building, such comparable space shall be substituted for the Option Space which the Landlord is unable to deliver. The Tenant shall have thirty (30) days after such substitute space is offered (as to which date time is of the essence) to accept or reject same as the Option Space in question. If the Tenant shall fail to accept or reject such substitute space within such thirty (30) day period, the Tenant shall be deemed to have rejected such substitute space. If, for reasons beyond the Landlord’s reasonable control, the Landlord is unable to deliver any Option Space to the Tenant on or before the date which is twelve (12) months after the applicable Projected Delivery Date, and the Landlord does not have comparable space available in the Building, the Tenant shall have the right, exercisable by written notice to the Landlord given within thirty (30) days after the expiration of such twelve (12) month period, to nullify its exercise of the option in question.

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ARTICLE THIRTY-TWO

Renewal Options

32.1        (a)           So long as this Lease shall then be in full force and effect, then the Tenant shall have the option to extend and renew the term of this Lease for one additional five-year period by notifying the Landlord of its intention not later than September 30, 2011 (as to which date time is of the essence) (such notice being the “First Renewal Notice”). Upon the timely giving of the First Renewal Notice, the initial term of this Lease shall (unless said term shall sooner have expired or terminated pursuant to any of the conditions of limitation or other provisions of this Lease or pursuant to law) be deemed extended for an additional period of five (5) years (the “First Renewal Term”), namely the period commencing on October 1, 2013 and ending on September 30, 2018 (subject to earlier termination pursuant to any of the conditions of limitation or provisions of this Lease or pursuant to law), such extension to be subject to and upon all of the provisions of this Lease (including, without limitation, Article Twenty-four), except (i) such of the provisions of this Lease as have been rendered inapplicable by the passage of time, (ii) the Base Real Estate Taxes shall be deemed changed to an amount equal to the R.E. Tax Share of the Real Estate Taxes and the Base COM shall be deemed changed to an amount equal to the O. E. Share of the Cost of Operation and Maintenance, both for the Computation Year ending on December 31, 2013 and (iii) Fixed Rent payable for the First Renewal Term shall be determined in accordance with the provisions of subsection (c) below.

(b)           If the Tenant has timely elected to extend the term of this Lease for the First Renewal Term and so long as this Lease shall then be in full force and effect, the Tenant shall have the option (the “Second Renewal Option”) to extend and renew the term of this Lease for a second additional five-year period by notifying the Landlord not later than September 30, 2016 (as to which date time is of the essence) (such notice being the “Second Renewal Notice”). Upon the timely giving of the Second Renewal Notice the term of this Lease shall (unless said term shall sooner have expired or terminated pursuant to any of the conditions of limitation or other provisions of this Lease or pursuant to law) be deemed extended for an additional period of five (5) years (the “Second Renewal Term”), namely the period commencing on October 1, 2018 and ending on September 30, 2023 (subject to earlier termination pursuant to any of the conditions of limitation or provisions of this Lease or pursuant to law), such extension to be subject to and upon all of the provisions of this Lease (including, without limitation, Article Twenty-four), except (i) such of the provisions of this Lease as have been rendered inapplicable by the passage of time, (ii) the Base Real Estate Taxes shall be deemed changed to an amount equal to the R.E. Tax Share of the Real Estate Taxes and the Base COM shall be deemed changed to an amount equal to the O. E. Share of the Cost of Operation and Maintenance, both

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for the Computation Year ending on December 31, 2018, (iii) Fixed Rent payable for the Second Renewal Term shall, if not previously determined, be determined in accordance with the provisions of subsection (c) below, and (iv) the Tenant shall have no further right to extend or renew the term of this Lease.

(c)           Fixed Rent payable during a Renewal Term shall be equal to the annual fair market rental value, taking into account all then relevant factors (including, without limitation, any workletter allowance, free rent or other concessions and whether the Landlord is obligated to pay a brokerage commission by reason of the exercise by the Tenant of the expansion or renewal option in question) (the “Fair Market Rental Value”) of the Premises, less, in the case of space occupied by the Tenant and/or any Tenant Affiliates only for so long as the same is so occupied, five percent (5%) of the net rent component of such Fair Market Rental Value (i.e., the Fair Market Rental Value less the then current costs of the Landlord incurred in connection with the Premises such as Cost of Operation and Maintenance and Real Estate Taxes). If the Tenant shall timely exercise its renewal option, then not later than six (6) months prior to the commencement of the Renewal Term in question the Landlord shall deliver to the Tenant a notice setting forth the Landlord’s estimate of the Fair Market Rental Value for the Premises as of the commencement of the Renewal Term, which estimate may provide for an interim Increase or increases during the Renewal Term. If the Tenant shall disagree with the Landlord’s estimate, the Tenant shall, within ninety (90) days after receipt of the Landlord’s notice, notify the Landlord of the Tenant’s election to determine the Fair Market Rental Value in accordance with the provisions of clause (d) below. If the Tenant shall fail to give such notice within such ninety-day period, the Tenant hereby expressly agrees that it shall conclusively be deemed to have accepted the Landlord’s estimate of the Fair Market Rental Value, and the Landlord’s estimate shall be used for purposes of computing Fixed Rent payable for the Renewal Term. The term “Renewal Term” shall mean, collectively, the First Renewal Term and the Second Renewal Term.

(d)           (i)            Within ninety (90) days after receipt by the Landlord of a timely notice from the Tenant objecting to the Landlord’s estimate of the Fair Market Rental Value, the Landlord and the Tenant shall meet to attempt to agree on the Fair Market Rental Value. Each party shall be entitled to have its consultants and experts participate in the meetings. If the Fair Market Rental Value for any Renewal Term shall not be determined prior to three months before the first day of such Renewal Term then either the Landlord or the Tenant may, by notice to the other, invoke the arbitration procedure set forth in subclause (ii) of this clause (d).

(ii)           The party invoking the arbitration procedure shall give a notice (the “Arbitration Notice”) to the other party

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stating that the party sending the Arbitration Notice desires to meet within 10 days to attempt to agree on a single arbitrator (the “Arbitrator”) to determine the Fair Market Rental Value. If the Landlord and the Tenant have not agreed on the Arbitrator within 30 days after the giving of the Arbitration Notice, then either the Landlord or the Tenant, on behalf of both, may apply to the New York City office of the American Arbitration Association or any organization which is the successor thereof (the “AAA”) for appointment of the Arbitrator, or, if the AAA shall not then exist or shall fail, refuse or be unable to act such that the Arbitrator is not appointed by the AAA within 60 days after application therefor, then either party may apply to the administrative judge of the Supreme Court of New York, New York County (the “Court”) for the appointment of the Arbitrator and the other party shall not raise any question as to the Court’s full power and jurisdiction to entertain the application and make the appointment. The date on which the Arbitrator is appointed is the “Appointment Date”. If any Arbitrator appointed under this Lease shall be unwilling or unable, for any reason, to serve or to continue to serve, a replacement arbitrator shall be appointed in the same manner as the original Arbitrator. The arbitration shall be conducted in accordance with the then prevailing rules of the local office of the AAA, modified as follows:

(1)           The Arbitrator shall be disinterested and Impartial, shall not be affiliated with the Landlord or the Tenant and shall be an MAI appraiser with at least 10 years’ current experience in the determination of the fair market values of, and fair market rentals in, comparable buildings in Manhattan.

(2)           Before hearing any testimony or receiving any evidence, the Arbitrator shall be sworn to hear and decide the controversy faithfully and fairly by an officer authorized to administer an oath and a written copy thereof shall be delivered to the Landlord and the Tenant.

(3)           Within 20 days after the Appointment Date, the Landlord and the Tenant shall deliver to the Arbitrator two copies of their respective written determinations of the Fair Market Rental Value (each, a “Determination”) for the Premises. After the submission of any Determination, the submitting party may not make any additions to or deletions from, or otherwise change, such Determination. If either party fails so to deliver its Determination within such time period, time being of the essence with respect thereto, such party shall be deemed to have irrevocably waived its right to deliver a Determination and the Arbitrator, without holding a hearing, shall accept the Determination of the submitting party as the Fair Market Rental Value. If each party timely submits a Determination, the Arbitrator shall, promptly after its receipt of the second Determination, deliver a copy of each party’s Determination to the other party.

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(4)           If the Fair Market Rental Value has not been determined pursuant to subclause (3) of this Section 32.1{d)(ii), then not less than 15 days nor more than 30 days after the earlier to occur of (i) the expiration of the twenty-day period provided for in subclause (3) or (ii) the Arbitrator’s receipt of both of the Determinations from the parties (such earlier date being the “Submission Date”), and upon not less than 10 days’ notice to the parties, the Arbitrator shall hold one or more hearings with respect to the determination of the Fair Market Rental Value of the Premises. The hearings shall be held in the City of New York at such location and time as shall be specified by the Arbitrator. Each of the parties shall be entitled to present all relevant evidence and to cross-examine witnesses at the hearings. The Arbitrator shall have the authority to adjourn any hearing to such later date as the Arbitrator shall specify; provided, that, in all events, all hearings with respect to the determination of the Fair Market Rental Value shall be concluded not later than 45 days after the Submission Date.

(5)           Except as otherwise provided in subclause (3) of this Section 32.1(d)(ii), the Arbitrator shall be instructed, and shall be empowered only, to select as the Fair Market Rental Value in respect of the Premises that one of the Determinations which the Arbitrator believes is the more accurate determination of the Fair Market Rental Value. Without limiting the generality of the foregoing, in rendering his or her decision, the Arbitrator shall not add to, subtract from or otherwise modify the provisions of this Lease or either of the Determinations.

(6)           The Arbitrator shall render his or her determination as to the selection of a Determination in a signed and acknowledged written instrument, original counterparts of which shall be sent simultaneously to the Landlord and the Tenant within 10 days after the earlier to occur of (i) his or her determination of the Fair Market Rental Value pursuant to subclause (3) of this Section 32.1(d)(ii) or (ii) the conclusion of the hearing(s) required by subclause (4) of this Section 32.1(d)(ii).

( iii )        the arbitration procedures set forth in this Article shall constitute a written agreement to submit any dispute regarding the determination of the Fair Market Rental Value to arbitration. The arbitration decision, determined as provided in this Section 32.1, shall be conclusive and binding on the parties, shall constitute an “award” by the Arbitrator within the meaning of the AAA rules and applicable law, and Judgment may be entered thereon in any court of competent jurisdiction. Each party shall

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pay its own fees and expenses relating to the arbitration (including, without limitation, the fees and expenses of its counsel and of experts and witnesses retained or called by it). Each party shall pay one-half of the fees and expenses of the AAA and of the Arbitrator; provided, that (a) the Arbitrator shall have the authority to award such fees and expenses in favor of the prevailing party and (b) if either party fails to submit a Determination within the period provided therefor, such non-submitting party shall pay all of such fees and expenses.

32.2         If Fixed Rent shall not be determined prior to the commencement of a Renewal Term, the Tenant shall pay an interim Fixed Rent for the period commencing on the day after such expiration date and ending on the last day of the month in which the Fair Market Rental Value is determined, equal to Fixed Rent and Additional Rent payable under this Lease on such expiration date (without giving effect to any existing abatement under this Lease of Fixed Rent in effect on such day other than any abatement under Article Ten). When Fixed Rent is determined, Fixed Rent for such period shall be recomputed and, if such recomputed Fixed Rent for such period is in excess of the Interim Fixed Rent so paid, the Tenant shall, within 20 days after such amount has been determined, pay to the Landlord an amount equal to such excess and if such recomputed Fixed Rent for such period is less than the interim Fixed Rent so paid, the Landlord shall credit such overpayment against the next installments of Rent coming due under this Lease. In any event, after Fixed Rent payable for a Renewal Term shall have been determined (whether by agreement or otherwise as hereinabove provided), the Landlord and the Tenant shall execute an amendment to this Lease confirming the same.

32.3         The Tenant may exercise the renewal options provided for in this Article Thirty-two for (a) the entire Premises or (b) less than the entire Premises; provided, that if the Tenant renews this Lease for less than the entire Premises, the Tenant (i) must renew this Lease with respect to that portion of the Premises on the 6th and 7th Floors of the Building, (ii) may only renew this Lease for contiguous full floors and (iii) may not exercise the Second Renewal Option for any premises which are not included in the Premises during the First Renewal Term. With reasonable promptness after the exercise of any renewal option, the Landlord and the Tenant shall execute and deliver an amendment to this Lease confirming the exercise of the renewal option in question.

32.4         The Tenant understands that the renewal options provided for in this Article Thirty-two may be exercised only if, on the commencement of each Renewal Term, at least 75% of the Premises will be used solely by the Tenant and Tenant Affiliates in the normal conduct of their respective businesses.

32.5         Notwithstanding anything herein to the contrary, the exercise by the Tenant of a renewal option provided for in this

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Article Thirty-two shall in no way vitiate the ability of the Landlord to terminate this Lease in accordance with the provisions of Article Fifteen.

ARTICLE THIRTY-THREE
Work by Tenant

33.1         The Tenant shall promptly submit to the Landlord, for the Landlord’s approval (such approval not to be unreasonably withheld), complete architectural and mechanical working drawings and specifications showing the Tenant’s proposed renovation of the Premises consistent with the design, construction and equipment of the Building and in conformity with the standards of the Building, all in such form and in such detail as may be reasonably required by the Landlord. The working drawings and specifications to be submitted to the Landlord shall be prepared by a reputable architect licensed in the State of New York (in consultation with a reputable engineer licensed in the State of New York where required by the nature of the work), each reasonably satisfactory to the Landlord, who shall be engaged by the Tenant and who, at the Tenant’s expense, shall furnish all architectural and engineering services necessary for the preparation of said working drawings and specifications. If the Tenant shall submit to the Landlord for approval working drawings and specifications for no more than two (2) floors of the Building at any given time, the Landlord shall have ten (10) business days after the date of submission, or four (4) business days after the date of resubmission of revised working drawings and specifications reflecting only revisions which are responsive the Landlord’s comments and the date of resubmission of such revised working drawings and specifications is not more than thirty (30) days after the Landlord’s initial disapproval thereof (a “Qualified Resubmission”), to approve or disapprove such working drawings and specifications or Qualified Resubmission. The Landlord will be deemed to have approved working drawings and specifications if the Landlord (A) fails to approve or disapprove same within the above-described ten-day period (or four-day period in the case of Qualified Resubmissions), and (B) still fails to approve or disapprove same within two (2) business days (or one (1) business day in the case of Qualified Resubmissions) after a second notice from the Tenant, given after the expiration of such ten-day (or four-day) period, which second notice must specify that the Landlord’s failure to approve or disapprove same within two (2) business days (or one (1) business day) will be deemed an approval of same. The Landlord agrees to review the Tenant’s working drawings without charge if submitted in accordance with the foregoing provisions of this Section 33.1; provided, that if the retention of independent consultants is necessitated because the Tenant’s working drawings include any highly specialized or unusual installations, the Landlord shall be entitled to retain independent consultants for reviews and inspections made in connection therewith and shall be entitled to reimbursement from the Tenant,

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within 20 days after request therefor, for all reasonable fees of such consultants.

33.2         If (a) the Landlord does not approve the Tenant’s working drawings under Section 33.1 and (b) the Tenant believes that the failure to approve such working drawings was not reasonable, then the Tenant shall have the right to request, by written notice to the Landlord (the “Tenant Work Arbitration Notice”), that the question of whether the failure to approve such working drawings was reasonable be determined by arbitration in accordance with the provisions of this Section 33.2. The Landlord and the Tenant agree that one of Gensler & Associates, Thornton-Tomaseti P.C. and Phillips Janson Group Architects P.C. (the “Tenant Work Arbitrator”) shall serve as the arbitrator in any such arbitration. Promptly after the giving of the Tenant Work Arbitration Notice, the Tenant may submit to the Tenant Work Arbitrator for consideration copies of all working drawings previously submitted to the Landlord and the Landlord’s responses thereto, but the Tenant shall not submit to the Tenant Work Arbitrator any other materials or information. The Landlord may submit to the Tenant Work Arbitrator for consideration copies of all responses previously submitted to the Tenant in connection with the Tenant’s working drawings, but the Landlord shall not submit to the Tenant Work Arbitrator any other materials or information. In determining whether the Landlord was reasonable in disapproving the Tenant’s working drawings, the Tenant Work Arbitrator shall consider all relevant factors. Within seven (7) days after the Tenant submits to the Tenant Work Arbitrator copies of all working drawings previously submitted to the Landlord, the Tenant Work Arbitrator shall submit a written decision to the Landlord and the Tenant as to whether the Landlord was reasonable in disapproving the Tenant’s working drawings, which decision shall be final and binding on the Landlord and the Tenant. If the Tenant Work Arbitrator fails to render a decision within said seven (7) day period, the Tenant shall have the right to commence another arbitration pursuant to this Section 33.2. If the decision of the Tenant Work Arbitrator shows that the Landlord was not reasonable in disapproving the Tenant’s working drawings, the Landlord shall be deemed to have approved same. Each party shall bear its own costs in connection with the arbitration, including, without limitation, their attorneys’ and consultants’ fees. The costs of the Tenant Work Arbitrator shall be borne equally by the parties. Each party agrees that it will (i) not sue the Tenant Work Arbitrator as a result of the decision rendered in the arbitration and (ii) if requested by the Tenant Work Arbitrator, indemnify and hold the Tenant Work Arbitrator harmless from any and all loss, cost and/or expense incurred by the Tenant Work Arbitrator in connection with the arbitration.

33.3         If the Landlord shall not approve any working drawings or specifications submitted by the Tenant, the Landlord shall, with reasonable promptness, notify the Tenant thereof and of the

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particulars of such revisions as are reasonably required by the Landlord for the purpose of obtaining its approval, and, as promptly as reasonably possible after being so informed by the Landlord, the Tenant shall submit to the Landlord, for the Landlord’s approval (which approval shall not be unreasonably withheld), working drawings or specifications, as the case may be, incorporating such revisions (the working drawings and specifications, as so approved, are the “Tenant Working Drawings”}. If available, the Tenant shall require all Tenant Working Drawings to be prepared on a CADD System using the naming conventions issued by the American Institute of Architects in June 1990 (or such other naming convention the Landlord may reasonably select) and shall provide, at the Tenant’s expense, the Landlord with magnetic computer media of as-built drawings, translated into DXF format or such other format reasonably selected by the Landlord. All work and services described in the Tenant Working Drawings, and all labor, materials and equipment necessary to perform the same, are the “Tenant Work”. Any such approval by the Landlord shall not be deemed to be a representation or warranty that the same is properly designed to perform the function for which it is intended or complies with any applicable Requirement.

33.4         The Tenant Work shall be performed in accordance with and subject to all of the provisions of this Lease (including, without limitation, Article Six). The Tenant shall, at its expense, proceed with due dispatch to cause the Tenant Work to be promptly completed. The Tenant shall, as part of the Tenant Work, install all branch piping and sprinkler heads from the fire sprinkler loop serving the Premises required by all applicable Requirements and install toilet facilities and elevator call buttons in the Premises that are in compliance with all Requirements having as a primary purpose the benefit of disabled persons. The Landlord shall, at the request and expense of the Tenant, reasonably cooperate with the Tenant in obtaining any necessary permits, certificates or approvals required by the Department of Buildings for the City of New York or any other municipal authority having jurisdiction over the Tenant Work, including, without limitation, executing any necessary applications and authorizations, if in a form reasonably acceptable to the Landlord.

33.5         The Landlord shall reimburse the Tenant for the actual cost of such Tenant Work, not to exceed, in the aggregate, $23,105,300 (the “Tenant Allowance”) as follows: The Tenant Allowance shall be paid in installments, not more often than monthly, to the Tenant within thirty (30) days of the presentation to the Landlord of invoices for which no Tenant Allowance has theretofore been paid and such other evidence reasonably requested by the Landlord to confirm the payment by the Tenant of such costs. Each request shall be accompanied by (a) a certificate executed by the Tenant’s architect stating that, to the architect’s best knowledge after due inquiry and inspection, the Tenant Work for

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which payment is requested has been performed in a good and workmanlike manner and in accordance with the applicable plans previously approved by the Landlord and all applicable Requirements and identifying the work for which reimbursement is requested, and (b) evidence reasonably satisfactory to the Landlord that each contractor, subcontractor or materialman has waived and released any lien theretofore filed by it (with respect to the Tenant Work) against the Premises or the Building and has waived and released its right to file any such lien with respect to all portions of the Tenant Work for which payment is requested. Within thirty (30) days after receipt of such request, the Landlord shall reimburse to the Tenant the amount set forth in the approved invoice or invoices, except to the extent that the Landlord asserts that the Tenant’s approval of the invoice as due and owing is not true or is in excess of the limitation on the aggregate reimbursement referred to above, until ninety-five percent (95%) of the Tenant Allowance has been so disbursed. Within thirty (30) days after the completion of all Tenant Work contemplated herein, the Tenant shall deliver to the Landlord (i) a certificate from the Tenant’s architect certifying that the work has been completed in accordance with this Lease, all applicable rules and regulations, all applicable Requirements, and the Tenant Working Drawings, (ii) a detailed list of completed work and copies of certified paid bills and a certificate signed by the Tenant’s general contractor stating that all contractors, subcontractors and materialmen have been paid for all work and materials furnished through such date. The Tenant shall use best efforts (without being obligated to expend money beyond that due in payment for the Tenant Work) to deliver to the Landlord, within thirty (30) days after completion of all Tenant Work contemplated herein, general releases and waivers of lien from _all contractors, subcontractors and materialmen involved in the performance of the Tenant Work. If the Tenant is unable to deliver such general releases and waivers of lien within said thirty (30) day period, the Tenant shall (A) nonetheless continue using best efforts (without being obligated to expend money beyond that due in payment for the Tenant Work) to deliver the same to the Landlord until such time as the contractors, subcontractors and materialmen in question may not, as a matter of law, file a lien or charge against the Building, the Land or any part thereof and (B) deliver to the Landlord a certificate signed by an appropriate officer of the Tenant either (1) stating that all contractors, subcontractors and materialmen have been paid for all work and materials furnished in connection with the Tenant Work or (2) if the Tenant is engaged in a bona fide dispute with any contractors, subcontractors or materialmen, describing the nature of the dispute. If the Tenant shall be engaged in a dispute with any contractors, subcontractors or materialmen who have not furnished general releases and waivers of lien, the Tenant shall act to resolve the dispute with due diligence and dispatch, and shall keep the Landlord fully informed of all material matters relating thereto. The Landlord shall pay any remaining unreimbursed amounts to the Tenant owed under this Section 33.5, including retainage, if any, within thirty (30) days

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after (x) the Tenant has satisfied the requirements of clauses (i) and (ii) above and (y) either (1) the Tenant shall have delivered to the Landlord general releases and waivers of lien from all contractors, subcontractors and materialmen involved in the performance of the Tenant Work or (2) such time shall have elapsed that the contractors, subcontractors and materialmen in question may not, as a matter of law, file a lien or charge against the Building, the Land or any part thereof. Notwithstanding the foregoing, nothing contained in this Section 33.5 shall in any way affect the obligations of the Tenant under subsection 6.5(c). If the Tenant has (I) completed such portion of the Tenant Work as would entitle the Tenant to receive the entire Tenant Allowance remaining unpaid but for the Landlord’s right to retain the final five percent (5%) of the Tenant Allowance and (II) satisfied the conditions set forth In clauses (i), (ii) and (y) above with respect to all portions of the Tenant Work for which payment has been requested by the Tenant from the Landlord from the Tenant Allowance, then the Landlord shall nonetheless pay to the Tenant the portion of the then unpaid Tenant Allowance in excess of $500,000, deposit the remaining $500,000 of the Tenant Allowance in a segregated, interest-bearing account at a commercial bank, and pay to the Tenant the interest actually collected by the Landlord thereon; provided, that the Tenant shall have furnished the Landlord with such Information as the Landlord may reasonably require for establishing such account and that the Tenant shall be responsible for all taxes payable on such interest. In no event shall the Landlord be required to make payments in an amount which exceeds, in the aggregate, the Tenant Allowance. If any portion of the Tenant Allowance is not paid when due, the same shall bear interest at the rate of 1% per month (but in no event at a rate in excess of that permitted by law) from the due date thereof until paid; provided, that such interest shall only be payable in the case of portions of the Tenant Allowance which are more than ten (10) days past due (and, if so payable, the Landlord shall pay interest on such portions from the due dates thereof until paid). Without limiting the generality of the foregoing, except as otherwise expressly set forth in this Section 33.5, the portion of the Tenant Allowance which is not then payable but remains unpaid from time to time shall not bear interest.

33.6         In addition to the Tenant Allowance, the Landlord agrees to reimburse the Tenant for up to $62,500 per stairway, or $250,000 in the aggregate, for the Tenant’s costs incurred in removing stairways from the Premises before the first anniversary of the date of this Lease, which reimbursement will be made within thirty (30) days of the presentation to the Landlord of invoices for which the Tenant has not theretofore been reimbursed and such other evidence reasonably requested by the Landlord to confirm the payment by the Tenant of such costs. Each request by the Tenant for reimbursement under this Section 33.6 shall be made in accordance with the applicable provisions of Section 33.5.

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33.7         The Landlord agrees that if, in the twelve (12) month period following the date of this Lease, the Landlord shall (a) modify the existing underlying mortgage so as to increase the principal balance secured thereby or (b) refinance the existing underlying mortgage so that the principal balance secured thereby exceeds the principal balance secured by the existing underlying mortgage on the date of this Lease, the Landlord shall reserve the net proceeds of such modification or refinancing, up to the amount of the then unexpended Tenant Allowance, for twelve (12) months following such modification or refinancing for purposes of funding the then unexpended Tenant Allowance.

ARTICLE THIRTY-FOUR
Early Possession

34.1         If the Landlord shall deliver possession of all or any portion of the Premises to the Tenant prior to the term commencement date, such possession shall be subject to and upon all of the provisions of this Lease, except the Tenant’s obligations to pay Fixed Rent and Article 24 Rent and the Landlord’s obligations to provide cleaning services prior to the date the Tenant occupies the Premises for the normal conduct of its business.

ARTICLE THIRTY-FIVE
Subletting

35.1         (a)           The Tenant covenants, for it and its successors, assigns and legal representatives, that neither this Lease nor the term and estate hereby granted, nor any part hereof or thereof, will be sublet or under-sublet, without the prior consent of the Landlord in every such case; provided, that the Tenant may, without the necessity for consent (but the Tenant shall notify the Landlord within 30 days of the making of each such sublease), at any time, sublet any space to a Tenant Affiliate (but only so long as such party remains a Tenant Affiliate).

(b)           In the event the Tenant desires to sublet all or any part of the Premises for any part of the term of this Lease to a party other than a Tenant Affiliate, the Tenant shall deliver to the Landlord a notice (a “Sublet Notice”) containing the name of the proposed sublessee, such information as to the proposed sublessee’s business, financial responsibility and standing as the Landlord may reasonably require, and of the provisions of the proposed subletting. The Landlord will not unreasonably withhold or condition its consent to the proposed subletting referred to in a Sublet Notice on the conditions set forth in such Sublet Notice; provided, however, that the Landlord shall not in any event be obligated to consent to any such proposed subletting unless:

(i)            the sublessee under any such subletting shall (y) be such person, firm or corporation as in the Landlord’s

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reasonable judgment is of a character and creditworthiness and engaged in a business such as is in keeping with the standards in those respects for the Building and its occupancy and (z) not be (A) a government or a governmental authority or a subdivision or an agency of any government or any governmental authority, or (B) a tenant of the Landlord in the Building or a subsidiary or affiliate of such a tenant, or (C) a person, firm or corporation with whom the Landlord has actively negotiated in good faith within the previous ninety (90) days for comparable space in the Building, or a subsidiary or affiliate of such a person, firm or corporation;

(ii)           if such subletting shall be at a rental rate less than rental rates then being charged under leases being entered into by the Landlord for comparable space in the Building and for a comparable term, the Tenant shall not advertise such rates and shall keep, and use reasonable efforts to cause the sublessee and broker to keep, confidential all such information regarding rental rates;

(iii)          such consent shall be evidenced by the delivery of, and shall be subject to the provisions of, a “Consent to Sublease” duly executed by the Landlord, the Tenant and the sublessee and on such reasonable and customary form of the Landlord as is adopted by it for such purpose;

(iv)          the Tenant and the sublessee shall agree (and the sublease shall provide) that the sublessee shall not, without the prior consent of the Landlord, assign the sublease or under-sublet the space so sublet or any part thereof; and

(v)           the sublease in question, when aggregated with all other subleases of space in the Premises made by the Tenant within the preceding twelve (12) months, does not exceed 86,000 rentable square feet.

As used in this Section 35.1, the term “actively negotiated” shall mean one or more written or verbal discussions or correspondence between the Landlord, or its authorized representative, and the proposed sublessee or a subsidiary or affiliate of the proposed sublessee, which discussions or correspondence include reference to one or more basic business terms of letting space in the Building, such as, without limitation, base or additional rent, escalations, term, amount or location of space, work contributions, landlord’s work or rent concessions. For purposes of this Section 35.1, the mere inquiry for information concerning the letting of space in the Building or the mere tour of space in the Building, without further discussion or correspondence, shall not constitute “active negotiation”. If the Tenant shall send a Sublet Notice to the Landlord and shall furnish to the Landlord such information as to the proposed sublessee’s business, financial responsibility and standing as the Landlord may reasonably require, and the terms of

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the proposed subletting, then within twenty (20) days after the Landlord’s receipt of such Sublet Notice and such further information, the Landlord shall give to the Tenant a notice setting forth the Landlord’s election to consent to the proposed subletting or to withhold its consent to the proposed subletting. The Landlord’s decision as to whether it will consent to a proposed subletting shall be based on all relevant factors including, without limitation, the proposed sublessee’s creditworthiness, net worth, reputation, type of business, intended use, level of traffic and type of clientele and Building service needs. If the Landlord elects to withhold its consent, such notice shall set forth with reasonable specificity the Landlord’s objections to the proposed subletting. The Tenant shall have the right to resubmit to the Landlord a proposed subletting if the Tenant in good faith believes the Landlord’s objections have been overcome. The Landlord will be deemed to have consented to a proposed subletting if the Landlord (A) fails to respond to a Sublet Notice from the Tenant with respect to proposed subletting of a portion of the Premises within the above-described twenty-day period, and (B) still fails to respond within five (5) business days after a second notice from the Tenant, given after the expiration of such twenty-day period, which second notice must specify that the Landlord’s failure to respond within five (5) business days will be deemed a consent to the proposed subletting. The Landlord shall keep confidential all information regarding proposed sublessees; provided, that such information may be disclosed to the Landlord’s consultants, attorneys, accountants, lenders, investors, prospective lenders and investors and others who have a legitimate reason with respect to the Landlord’s business to know same and agree to keep same confidential. In the event that (1) a sublessee proposed by the Tenant in a Sublet Notice is not a person, firm or corporation described in clause (z)(C) of Subsection 35.1(b)(i) above and (2) the Landlord was not previously aware from a source other than the Tenant that such proposed sublessee was interested in letting space in the Building, then, for the period during the ninety (90) days immediately following the Landlord’s receipt of the Sublet Notice with respect to such proposed sublessee, the Landlord shall not initiate negotiations with such proposed sublessee, or any of its subsidiaries or affiliates, for comparable space in the Building; provided, however, that nothing contained herein shall prohibit the Landlord, or its duly authorized representative, from negotiating with such proposed sublessee or any of its subsidiaries or affiliates in the event such proposed sublessee, any of its subsidiaries or affiliates, any of their respective representatives or a broker initiates discussions with the Landlord or its authorized representative concerning the letting of comparable space in the Building to such proposed sublessee, or any of its subsidiaries or affiliates.

35.2         If (a) the Landlord is obligated under subsection 35.l(b) to be reasonable in determining whether it will consent to a proposed subletting, (b) the Landlord withholds its consent to

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such subletting and (c) the Tenant believes that the withholding of such consent was not reasonable, then the Tenant shall have the right to request that the question of whether the withholding of such consent was reasonable be determined by arbitration in accordance with the provisions of this Section 35.2. The Tenant may request arbitration of a proposed subletting by notice to the Landlord (the “Sublet Arbitration Notice”), which notice shall include a list of at least five (5) candidates (“Candidates”) to serve as arbitrator. All Candidates shall be impartial and unrelated to either party and shall have substantial knowledge of, and not less than ten (10) years of experience in, the ownership or management of first class office space in midtown Manhattan. The Tenant must include on such list of Candidates at least three (3) Candidates who are senior officers in an entity which, together with its affiliates, owns and operates not less than 5,000,000 square feet of first class office space in midtown Manhattan. Within four (4) business days after receipt of the Sublet Arbitration Notice, the Landlord shall, by notice to the Tenant, select a Candidate (the “Sublet Arbitrator”) to serve as arbitrator under this Section 35.2. If the Landlord (x) falls to select the Sublet Arbitrator within the above-described four-day period, and (y) still fails to select the Sublet Arbitrator within one (1) business day after a second notice from the Tenant, given after the expiration of such four-day period, which second notice must specify that the Landlord’s failure to select a Sublet Arbitrator within one (1) business day will give the Tenant the right to select the Sublet Arbitrator, then the Tenant shall have the right to select a Candidate to serve as the Sublet Arbitrator. Promptly after the selection of the ‘ Sublet Arbitrator as aforesaid, the Tenant may submit to the Sublet Arbitrator for consideration copies of this Lease, all amendments thereto and all materials and information previously submitted to the Landlord in connection with the proposed subletting and the Landlord’s response thereto, but the Tenant shall not submit to the Sublet Arbitrator any other materials or information. The Landlord shall have the right to submit to the Sublet Arbitrator for consideration copies of this Lease and all amendments thereto, all materials and information previously submitted to the Tenant in connection with the proposed subletting and the Landlord’s response thereto, but the Landlord shall not submit to the Sublet Arbitrator any other materials or information. The Landlord and the Tenant shall keep confidential all information and material regarding proposed sublessees and the terms of proposed sublettings and shall each request that the Sublet Arbitrator keep confidential all such materials and information; provided, that such information and material may be disclosed to consultants, attorneys, accountants, lenders, investors, prospective lenders and investors and others who have a legitimate business reason to know same and agree to keep same confidential. In determining whether the Landlord was reasonable in withholding its consent to a proposed subletting, the Sublet Arbitrator shall consider all relevant factors including, without limitation, the proposed sublessee’s creditworthiness, net worth,

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reputation, type of business, intended use, level of traffic, type of clientele and Building service needs. Within thirty (30) days after the Tenant submits to the Sublet Arbitrator copies of all materials and information previously submitted to the Landlord in connection with such proposed subletting, the Sublet Arbitrator shall submit a written decision to the Landlord and the Tenant as to whether the Landlord was reasonable in withholding its consent to the proposed subletting, which decision shall be final and binding on the Landlord and the Tenant. If the Sublet Arbitrator fails to render a decision within said thirty (30) day period, the Tenant shall have the right to commence another arbitration pursuant to this Section 35.2. If the decision of the Sublet Arbitrator shows that the Landlord was not reasonable in withholding its consent to the proposed subletting, and the Landlord was not otherwise entitled to withhold its consent to the proposed subletting in accordance with the provisions of subsection 35.1(b), the Landlord shall be deemed to have consented thereto. Each party shall bear its own costs in connection with the arbitration, including, without limitation, their attorneys’ and consultants’ fees. The costs of the Sublet Arbitrator shall be borne equally by the parties. Each party agrees that it will (i) not sue the Sublet Arbitrator as a result of the decision rendered in the arbitration and (ii) if requested by the Sublet Arbitrator, indemnify and hold the Sublet Arbitrator harmless from any and all loss, cost and/or expense incurred by the Sublet Arbitrator in connection with the arbitration.

35.3         The Tenant shall pay all reasonable out-of-pocket costs and expenses incurred by the Landlord in connection with its consideration of a proposed subletting except for arbitration costs, which shall be borne by the parties in accordance with Section 35.2. In addition, after the Landlord has considered twenty (20) proposed sublettings, the Tenant shall pay to the Landlord a reasonable processing charge in connection with each proposed subletting.

35.4         All of the provisions of any such “Consent to Sublease” so executed by the Landlord, the Tenant and the sublessee shall be deemed to be provisions of this Lease and the violation by the Tenant or the sublessee of any provision of such “Consent to Sublease” shall entitle the Landlord to all the rights and remedies provided for in this Lease or by law in the case of any violation of a provision of this Lease.

35.5         If the aggregate amount payable by a sublessee (other than a Tenant Affiliate) as rent or otherwise for the use or occupancy of space (including, without limitation, all amounts payable on account of changes in Real Estate Taxes, operating costs, maintenance costs, labor rates, indexes or other formula contained in the sublease but excluding consideration paid in respect of actual services rendered to the extent that the same does not exceed that which bona fide third party would pay for the

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same services) with respect to any period of time under a sublease of any part of the Premises shall be in excess of the Tenant’s Basic Cost (as hereinafter defined) for such period allocable to such part of the Premises, then, promptly after the collection by the Tenant of such amounts for such period, the Tenant will pay to the Landlord, as Additional Rent hereunder, an amount equal to fifty percent (50%) of the excess of such amounts so collected for such period over the Tenant’s Basic Cost for such period for such part of the Premises. The term “Tenant’s Basic Cost,” as used herein with respect to any period for which any part of the Premises is sublet, shall mean the sum of (a) Fixed Rent at the Applicable Rental Rate for each square foot of the rentable area of such part of the Premises, (b) Article 24 Rent for such period with respect to such part of the Premises, (c) the amount, if any, amortized on a straight line basis over the term of the sublease, of any customary brokerage commissions and reasonable legal fees and advertising expenses paid by the Tenant to a party other than a Tenant Affiliate in respect of such subletting and not reimbursed by the sublessee, and (d) the amount, if any, amortized on a straight line basis over the term of the sublease of any costs paid by the Tenant to a party other than a Tenant Affiliate in making changes in the layout and finish of such part of the Premises at the request of the sublessee but only to the extent that such costs are not reimbursed by such sublessee.

35.6         If requested by the Landlord, the Tenant shall deliver to the Landlord a statement, certified by an officer of the Tenant, within thirty (30) days after the end of each calendar year in which any part of the term of this Lease occurs specifying as to such calendar year, and within thirty (30) days after the expiration or earlier termination of the term of this Lease specifying with respect to the elapsed portion of the calendar year in which such expiration or termination occurs, each sublease in effect during the period covered by such statement and as to each sublease, the date of its execution and delivery, the number of square feet of the rentable area demised thereby, the term thereof, and a computation in reasonable detail showing whether or not anything is payable by the Tenant to the Landlord pursuant to this Article with respect to such sublease for the period covered by such statement.

35.7         Each sublease of the Premises or a portion thereof shall be subject and subordinate to this Lease and the rights of the Landlord under this Lease and any violation of any provision of this Lease, whether by act or omission, by any sublessee shall be deemed a violation of such provision by the Tenant, it being the intention of the parties that the Tenant shall assume and be liable to the Landlord for any and all acts and omissions of all sublessees if such act or omission, if made by the Tenant, would be a violation of any provision of this Lease. No sublease shall provide for a term which extends beyond the day prior to the then expiration date of this Lease, In the event of the Tenant’s

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default in the payment of any Fixed Rent and/or Article 24 Rent beyond any applicable period of grace and the Tenant is not then in good faith disputing Fixed Rent or Article 24 Rent which is the subject of the default, the Landlord may, after ten (10) days prior written notice to the Tenant, collect rent from any sublessee so long as such default shall continue, and the Landlord may apply the same to the curing of any such default under this Lease in any order of priority the Landlord may select, any unapplied balance thereof to be applied by the Landlord against subsequent installments of Rent, but the Landlord’s collection of rent from a sublessee shall not constitute a recognition by the Landlord of attornment by such sublessee nor a waiver by the Landlord of any default by the Tenant.

35.8         As security for the performance of the Tenant’s obligations under this Lease, the Tenant hereby agrees that if and only for so long as the Tenant shall be in default in the payment of Fixed Rent and/or Article 24 Rent beyond any applicable period of grace and the Tenant is not then in good faith disputing Fixed Rent or Article 24 Rent which is the subject of the default, the Tenant shall, after ten (10) days prior written notice from the Landlord, assign to the Landlord all of the Tenant’s interest in and to all present and future subleases of space in the Premises, together with all modifications, renewals and extensions thereof now existing or hereafter made, and also together with the rights to sue for, collect and receive all rents, additional rents and other sums payable to the Tenant under such subleases.

35.9         The term “Applicable Rental Rate” shall mean at the time in question the then per square foot amount for the space in question payable as Fixed Rent pursuant to Article First.

35.10       The term “Tenant Affiliate” means a corporation, partnership or other entity which controls, is controlled by or is under common control with the Tenant. The term “control” means (a) ownership of not less than 34% of the voting stock of a corporation or the equitable interest in any other business entity and (b) the right to make all significant management decisions.

ARTICLE THIRTY-SIX
Landlord’s Work

36.1         The Landlord has or shall, as promptly as is reasonably possible, (a) remove from the Premises all polychlorinated biphenyls and asbestos (other than asbestos on the structural elements in the perimeter and core areas such as columns, deck and beams and minor areas of non-friable asbestos containing fireproofing at certain points on unaccessible structural members), (b) re-fireproof such areas, (c) render the Premises broom clean and vacant and (d) demolish all existing improvements in the Premises (other than interior stairways and lavatories installed by the prior tenant).

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36.2         The Landlord shall (a) remove from the Option Space all polychlorinated biphenyls and asbestos (other than asbestos on the structural elements in the perimeter and core areas such as columns, deck and beams and minor areas of non-friable asbestos containing fireproofing at certain points on unaccessible structural members), (b) re-fireproof such areas, (c) render the Option Space broom clean and vacant and (d) demolish all existing Improvements in the Option Space (other than Interior stairways installed by the prior tenant which connect to the Premises and lavatories installed by the prior tenant).

36.3         The Landlord shall, at the Tenant’s request, provide the Tenant with copies of any required filing, an ACP-5 Form and, if requested, an ACP-7 Form in connection with the asbestos removal work required under this Lease.

36.4         The Landlord shall provide the Tenant with building standard blinds in good working order reasonably acceptable to the Tenant for all exterior windows in the Premises (and, when delivered, the Option Space).

ARTICLE THIRTY-SEVEN
Use Areas

37.1         The Tenant shall have the right to use the portion of the roof area immediately above the 7th Floor of the Building substantially as shown hatched on the diagram attached hereto as Exhibit N (the “Setback Area”) for the installation and use of a 1600-kilowatt emergency generator and a 400-ton cooling tower as shown on the sketches attached hereto as Exhibit O and, subject to the Landlord’s reasonable approval as to the size and location thereof, other equipment serving the Premises (collectively, the “Setback Equipment”); provided, that the Landlord hereby reserves the right to Install and maintain a six (6) inch conduit through the Setback Area in such manner as will not unreasonably interfere with the Tenant’s use of the Setback Area. The Tenant shall not use the Setback Area for any other purpose. The Tenant’s use of the Setback Area in respect of the Setback Equipment shall be subject to such reasonable rules as the Landlord may from time to time designate and to the following additional conditions: (i) no Setback Equipment other than the above-referenced cooling tower and emergency generator shall be installed if the same in the Landlord’s reasonable judgment would cause any interference with the operation of any equipment theretofore installed in or on the Building or on or in any other building or would not be consistent with the character of a first-class office building in midtown Manhattan; (ii) the Tenant shall be solely responsible for the installation, maintenance, repair, security, operation and replacement of the Setback Equipment (including, without limitation, the cost of utilities); (iii) the Tenant shall not sell, transfer or otherwise permit the use of any services from the use of the Setback Equipment to any other tenant of the Building or to anyone else (other than the Tenant’s permitted affiliates, subsidiaries, sublessees and assigns in connection with their

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permitted use of space in the Premises in accordance with the terms of this Lease) and (iv) the Tenant shall, to the extent permitted under applicable Requirements, provide noise abatement screening, reasonably acceptable to the Landlord, around any Setback Equipment. The space provided to the Tenant pursuant to this Section shall be deemed demised to the Tenant as of the term commencement date and be part of the “Premises” for all purposes of this Lease (other than the obligation to pay Fixed Rent and Article 24 Rent). All work and actions in connection with this Section shall be deemed an Alteration and otherwise be subject to the provisions of Article Six, and the Tenant shall be responsible for all structural requirements, maintenance, repair and security in the Setback Area, any equipment and its housing therein and the fuel piping. Unless otherwise requested by the Landlord, upon the expiration or termination of this Lease, the Tenant shall remove the Setback Equipment and the fuel piping and restore the Setback Area and fuel piping route to their respective conditions on the date of this Lease. The cost of repairing any damage to the Setback Area and/or the Building arising from such removal and/or restoration shall be paid by the Tenant on demand. The Landlord shall not enter into any agreement during the term of this Lease demising any portion of the roof area immediately above the 7th Floor of the Building substantially as shown hatched on the diagram attached hereto as Exhibit P for the installation and use of any equipment which exclusively serves other tenants in the Building without the Tenant’s prior consent, which consent shall not be unreasonably withheld, delayed or conditioned.

37.2         The Tenant shall have the right to use a portion of shaft space from the subbasement to the 6th Floor (provided such portion may not exceed that necessary for four (4) conduits of four (4) inches in diameter) substantially as shown hatched on the diagram attached hereto as Exhibit Q (the “Telecommunications Shaft Space”) for the installation and use of conduits containing telecommunications risers serving the Premises. The Tenant shall not use the Telecommunications Shaft Space for any other purpose. The Tenant’s use of the Telecommunications Shaft Space shall be subject to such reasonable rules as the Landlord may from time to time designate and to the following additional conditions: (i) no telecommunications riser or equipment shall be installed if the same in the Landlord’s reasonable judgment would cause any interference with the operation of any equipment installed in the Telecommunications Shaft Space; (ii) the Tenant shall be solely responsible for the installation, maintenance, repair, security, operation and replacement of the telecommunications risers; and (iii) the Tenant shall not sell, transfer or otherwise permit the use of any services from the use of the Telecommunications Shaft Space to any other tenant of the Building or anyone else (other than the Tenant’s permitted affiliates, subsidiaries, sublessees and assigns in connection with their permitted use of space in the Premises in accordance with the terms of this Lease). The Telecommunications Shaft Space provided to the Tenant pursuant to

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this Section shall be deemed demised to the Tenant as of the term commencement date and be part of the Premises for all purposes of this Lease (other than the Tenant’s obligation to pay Fixed Rent and Article 24 Rent). All work and actions in connection with this Section shall be deemed an Alteration and otherwise be subject to the provisions of Article Six. The Tenant shall remove the conduits and telecommunications risers from the Telecommunications Shaft Space prior to the expiration or termination of this Lease. The cost of repairing any damage to the Telecommunications Shaft Space and/or the Building arising from such removal shall be paid by the Tenant on demand.

37.3         The Tenant shall have the right to use a portion of shaft space from the subbasement to the 6th Floor (provided such portion may not exceed that necessary for three (3) conduits of four (4) inches in diameter) substantially as shown hatched on the diagram attached hereto as Exhibit R (the “Electric Shaft Space”), together with the necessary connection in the switchgear room for the installation and use of conduits containing a 1200-kilowatt electric riser serving the Premises (“Tenant’s Electric Riser”). The Tenant shall not use the Electric Shaft Space for any other purpose. The Tenant’s use of the Electric Shaft Space shall be subject to such reasonable rules as the Landlord may from time to time designate and to the following additional conditions: (i) no electric riser or equipment shall be Installed if the same in the Landlord’s reasonable Judgment would cause any interference with the operation of any equipment installed in the Electric Shaft Space; (ii) the Tenant shall be solely responsible for the installation, maintenance, repair, security, operation and replacement of Tenant’s Electric Riser; and (iii) the Tenant shall not sell, transfer or otherwise permit the use of any services from the use of the Electric Shaft Space to any other tenant of the Building or anyone else (other than the Tenant’s permitted affiliates, subsidiaries, sublessees and assigns in connection with their permitted use of space in the Premises in accordance with the terms of this Lease). The Electric Shaft Space provided to the Tenant pursuant to this Section shall be deemed demised to the Tenant as of the term commencement date and be part of the Premises for all purposes of this Lease (other than the Tenant’s obligation to pay Fixed Rent and Article 24 Rent). All work and actions in connection with this Section shall be deemed an Alteration and otherwise be subject to the provisions of Article Six. Upon the expiration or termination of this Lease, the Tenant shall leave Tenant’s Electric Riser in the Electric Shaft Space in good working condition.

37.4         The Tenant shall have the right to use a portion of shaft space from the subbasement to the 6th Floor (provided such portion may not exceed that necessary for one (1) conduit of four (4) inches in diameter) substantially as shown hatched on the diagram attached hereto as Exhibit S (the “Fuel Pipe Shaft Space”) for the installation and use of a conduit containing a fuel pipe

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serving the Setback Equipment. The Tenant shall not use the Fuel Pipe Shaft Space for any other purpose. The Tenant’s use of the Fuel Pipe Shaft Space shall be subject to such reasonable rules as the Landlord may from time to time designate and to the following additional conditions: (i) no fuel pipe or equipment shall be installed if the same in the Landlord’s reasonable judgment would cause any interference with the operation of any equipment installed in the Fuel Pipe Shaft Space; (ii) the Tenant shall be solely responsible for the installation, maintenance, repair, security, operation and replacement of the fuel pipe; and (iii) the Tenant shall not sell, transfer or otherwise permit the use of any services from the use of the Fuel Pipe Shaft Space to any other tenant of the Building or anyone else (other than the Tenant’s permitted affiliates, subsidiaries, sublessees and assigns in connection with their permitted use of space in the Premises in accordance with the terms of this Lease). The Fuel Pipe Shaft Space provided to the Tenant pursuant to this Section shall be deemed demised to the Tenant as of the term commencement date and be part of the Premises for all purposes of this Lease (other than the Tenant’s obligation to pay Fixed Rent and Article 24 Rent). All work and actions in connection with this Section shall be deemed an Alteration and otherwise be subject to the provisions of Article Six. The Tenant shall remove the conduit and fuel pipe from the Fuel Pipe Shaft Space prior to the expiration or termination of this Lease. The cost of repairing any damage to the Fuel Pipe Shaft Space and/or the Building arising from such removal shall be paid by the Tenant on demand.

37.5         The Tenant shall have the option, exercisable by written notice to the Landlord (the “Roof Option Notice”) given at any time prior to the date that is three (3) years after the date of this Lease, to lease from the Landlord up to fifty (50) square feet of space on the roof immediately above the 51st Floor of the Building, in a location selected by the Landlord (the “Roof Space”), for the installation by the Tenant of a satellite dish or other comparable telecommunications equipment. If the Tenant timely exercises its option contained in this Section, the Roof Space shall be demised to the Tenant (i) at an annual fixed rent equal to $150.00 per square foot multiplied by the CPI Factor (as defined in Section 37.9 below) and (ii) for a term which shall commence on the date specified by the Tenant in the Roof Option Notice (the “Roof Commencement Date”), which date shall be no later than the date that is thirty (30) days after receipt by the Landlord of the Roof Option Notice, and shall otherwise be co-terminus with the term of this Lease; provided, that the Tenant shall have the right, exercisable upon twelve (12) months prior notice, to terminate this Lease with respect to the Roof Space. If so demised, the Roof Space shall be part of the Premises for all purposes of this Lease other than the Tenant’s obligation to pay Article 24 Rent. If the Tenant timely exercises its option contained in this Section 37.5, then with reasonable promptness after the exercise of such option, the Tenant and the Landlord shall execute and deliver an amendment

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of this Lease, confirming the leasing of the Roof Space and increasing Fixed Rent by an amount equal to the product obtained by multiplying $150.00 by the number of square feet leased pursuant to this Section 37.5 and Multiplying such product by the CPI Factor.

37.6         If the Tenant timely exercises its option pursuant to Section 37.5 above, the Tenant shall have the further option, exercisable by written notice to the Landlord (the “Machinery Room Option Notice”) given concurrently with the Roof Option Notice, to lease from the Landlord up to fifty (50) square feet of space in the machinery room located on the 51st Floor of the Building, in a location selected by the Landlord (the “Machinery Room Space”), for the installation of equipment needed for the operation of the satellite dish or other comparable telecommunications equipment installed by the Tenant in accordance with Section 37.5 above. If the Tenant timely exercises its option contained in this Section, the Machinery Room Space shall be demised to the Tenant (1) at an annual fixed rent equal to $20.00 per square foot multiplied by the CPI Factor and (ii) for a term which shall commence on the Roof Commencement Date and otherwise be co-terminus with the term of this Lease; provided, that the Tenant shall have the right, exercisable upon twelve (12) months prior notice, to terminate this Lease with respect to the Machinery Room Space. If so demised, the Machinery Room Space shall be part of the Premises for all purposes of this Lease other than the Tenant’s obligation to pay Article 24 Rent. If the Tenant timely exercises its option contained in this Section 37.6, then with reasonable promptness after the exercise of such option, the Tenant and the Landlord shall execute and deliver an amendment of this Lease, confirming the leasing of the Machinery Room Space and increasing Fixed Rent by an amount equal to the product obtained by multiplying $20.00 by the number of square feet leased pursuant to this Section 37.6 and multiplying such product by the CPI Factor.

37.7         If the Tenant timely exercises its option pursuant to Section 37.5 above, the Tenant shall have the further option, exercisable by written notice to the Landlord (the “Upper Shaft Space Option Notice”) given concurrently with the Roof Option Notice, to lease a portion of shaft space from the 11th Floor to the roof immediately above the 51st Floor of the Building (provided such portion may not exceed, in the aggregate, four (4) inches in diameter) in a location selected by the Landlord (the “Upper Shaft Space”) for the installation and use of conduits containing telecommunications and/or electric risers serving the satellite dish or other comparable telecommunications equipment installed by the Tenant on the roof immediately above the 51st Floor of the Building pursuant to Section 37.5 above. The Tenant shall not use the Upper Shaft Space for any other purpose. If the Tenant timely exercises its option contained in this Section, the Upper Shaft Space shall be demised to the Tenant as of the Roof Commencement Date and shall otherwise be co-terminus with the term of this

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Lease; provided, that the Tenant shall have the right, exercisable upon twelve (12) months prior notice, to terminate this Lease with respect to the Upper Shaft Space. If so demised, the Upper Shaft Space shall be part of the Premises for all purposes of this Lease (other than the Tenant’s obligation to pay Article 24 Rent). If the Tenant exercises its option contained in this Section 37.7, then with reasonable promptness after the exercise of such option, the Tenant and the Landlord shall execute and deliver an amendment of this Lease, confirming the leasing of such shaft space and increasing Fixed Rent by an amount equal to the product of (i) $10.00 per lineal foot of the Upper Shaft Space times the number of inches of the diameter of the portion of space so taken multiplied by (ii) the CPI Factor.

37.8         The Tenant’s use of the Roof Space, the Machinery Room Space and the Upper Shaft Space shall be subject to such reasonable rules as the Landlord may from time to time designate and to the following additional conditions: (i) no telecommunications and/or electric riser or equipment shall be installed if the same in the Landlord’s reasonable judgment would cause any interference with the operation of any equipment installed in the Building; (ii) the Tenant shall be solely responsible for the installation, maintenance, repair, security, operation and replacement of the telecommunications and electric risers; and (iii) the Tenant shall not sell, transfer or otherwise permit the use of any services from the use of the Roof Space, the Machinery Room Space or the Upper Shaft Space to any other tenant of the Building or anyone else (other than the Tenant’s permitted affiliates, subsidiaries, sublessees and assigns in connection with their permitted use of space in the Premises in accordance with the terms of this Lease). All work and actions in connection with this Section shall be deemed an Alteration and otherwise be subject to the provisions of Article Six. The Tenant shall remove the conduits, telecommunications and electric risers and all related equipment from the Roof Space, the Machinery Room Space and the Upper Shaft Space prior to the expiration or termination of this Lease. The cost of repairing any damage to the Roof Space, the Machinery Room Space, the Upper Shaft Space and/or the Building arising from such removal shall be paid by the Tenant on demand.

37.9         As used in this Article Thirty-Seven, the term “CPI Factor” means, on any particular date, a fraction whose numerator is the “Consumer Price Index for all Urban Consumers, New York-Northern New Jersey, - Long Island, New York - New Jersey -Connecticut, 1982-84=100” for the calendar month ending immediately preceding such date as presently determined and published by the Bureau of Labor Statistics of the Department of Labor of the United States Government and whose denominator is such Consumer Price Index for May, 1995; provided, that (i) if such Consumer Price index shall cease to be published, there shall be substituted for such index such other index of similar kind published by a governmental or other nonpartisan organization as may be selected

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by the Landlord and reasonably approved by the Tenant, (ii) If there is any change in the computation of said index or of any such substituted index (including a change in the base year or included items), then for the purposes of this Lease such index as so changed shall be substituted for the index in effect prior thereto, and (iii) If necessary, such other adjustments shall be made as shall be required to carry out the intent of this Section 37.5, 37.6 or 37.7, as appropriate, all in such manner as shall be reasonably determined by the Landlord and the Tenant. Notwithstanding anything to the contrary contained in Section 37.5, 37.6 or 37.7, the fixed rent for the Roof Space, Machinery Room Space or Upper Shaft Space referred to therein shall be adjusted annually to reflect Increases in the CPI Factor on May 1, 1996 and thereafter on each May 1 for the balance of the term.

ARTICLE THIRTY-EIGHT
Right of First Offer

38.1         Provided that the following conditions have been met:

(i)            as of the Landlord’s delivery of the Offer Notice (as defined below) and as of the Tenant’s acceptance of the offer contained In the Offer Notice, this Lease shall be in effect and no default after notice by the Tenant in the payment of Fixed Rent and Article 24 Rent under this Lease shall have occurred and be continuing; and

(ii)           the second anniversary of the date of this Lease shall have occurred (it being agreed that prior to such anniversary date the Landlord shall have no obligation to comply with the terms of this Article with respect to any proposed letting of the Offer Space (as defined below) or any portion thereof;

then, if the Landlord shall decide during the term of this Lease to lease all or any portion of the space substantially as shown hatched on the diagram attached hereto as Exhibit T and designated as ‘B’ on the 12th Floor of the Building (the “Offer Space”) to any third party (other than the then tenant of the Offer Space in connection with the renewal of its lease of the Offer Space), then the Landlord shall not enter into any such lease unless the following terms and conditions have been satisfied:

(a)           the Landlord shall have delivered a notice to the Tenant (the “Offer Notice”) offering the Offer Space to the Tenant for such rent and term and on such other terms and conditions as the Landlord shall specify in such notice, including base and additional rent, escalations, work contributions, landlord’s work (including, if applicable, the construction of demising walls), base years for operating expenses and taxes, rent concessions and delivery date of

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space and, except as specified in such notice, such offer shall be on the same terms and conditions of this Lease; and

(b)           within thirty (30) days after receipt of the Offer Notice, the Tenant shall have failed to deliver to the Landlord a written and unqualified acceptance of the offer contained in the Offer Notice with respect to the entire Offer Space, time being of the essence with respect to such 30-day period (or prior to the expiration of such 30-day period, the Tenant shall have delivered to the Landlord a rejection of such offer).

The Landlord agrees to respond to reasonable inquiries from the Tenant regarding the Offer Notice.

38.2         If the conditions set forth in clauses (a) and (b) of Section 38.1 above are satisfied, then, subsequent to such 30-day period described in subsection 38.1(b) above, or the rejection described in subsection 38.1(b) above, as applicable, but prior to the expiration of eighteen (18) months after the expiration of the 30-day period described in subsection 38.1(b) above, the Landlord shall have the right to enter into a lease for the Offer Space on terms that are not materially less favorable to the Landlord than the terms specified in the Offer Notice; provided, that the terms of such lease shall be deemed to be not materially less favorable to the Landlord than the terms specified in the Offer Notice so long as the rental under such lease, net of all costs to be borne by the Landlord in respect of the space covered thereby including, without limitation, workletter payments or allowance, free rent or other concessions, brokerage commissions, real estate taxes and costs of operation and maintenance (“Net Effective Rental”), under such lease does not vary from the Net Effective Rental under the terms specified in the Offer Notice by more than 10% in such third party’s favor. If the Landlord enters into such a lease with a third party, then the provisions of this Article Thirty-eight shall be void and of no further force or effect.

38.3         If a lease described in subsection 38.2 above is not entered into prior to the expiration of the 18-month period specified in subsection 38.2, then prior to the Landlord’s entering into any lease for any portion of the Offer Space, the Landlord shall again be obligated to comply with the terms of this Article Thirty-Eight.

38.4         If the Tenant shall have timely delivered to the Landlord the Tenant’s unqualified acceptance of the offer contained in the Offer Notice, then with reasonable promptness after the receipt by the Landlord of such acceptance, the Tenant and the Landlord shall execute and deliver an amendment of this Lease, confirming the leasing of the Offer Space and embodying the terms of the Offer Notice.

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38.5         Notwithstanding anything contained in this Lease to the contrary, the Tenant’s rights and the Landlord’s obligations under this Article Thirty-Eight with respect to the Offer Space shall terminate, and the provisions of this Article Thirty-eight shall be void and of no further force and effect, in the event that the Tenant fails to timely exercise its option on the First Option Space in accordance with the provisions of subsection 31.1 of this Lease.

In Witness Whereof, the Landlord and the Tenant have duly executed this Lease as of the day and year first above written.

	ROCK-MCGRAW, INC.
	By:	/s/ L. L. Marlante
		Vice President
Attest:
/s/ R. Stephen Nelsen Jr.
Assistant Secretary
	SOCIETE GENERALE
	By:		/s/ Jean Huet	(L.S.)
			Name: Jean Huet
			Title:  GENERAL MANAGER
Attest
/s/ Jean-Francois Paquereau
Name:  Jean-Francois Paquereau
Title:   CHIEF FINANCIAL OFFICER

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GLOSSARY OF DEFINED TERMS

Defined Term	Page
AAA	73
Additional Rent	2
Alteration	13
Alternative Computation Formula	50
Applicable Rental Rate	87
Appointment Date	73
Arbitration Notice	72
Arbitrator	73
Article 24 Rent	11
Assessed Valuation	50
Assignee	18
Assumable Service	65
Assumed Assessed Valuation	51
Average Percentage Increase	50
Base COM	51
Base Real Estate Taxes	51
Building	1
Business Hours	36
C&W	61
CADD	14
Candidates	84
Common Area	58
Comparison Year	50
Computation Year	43
Cost of Operation and Maintenance	44
Court	73
CPI Fraction	93
Default Termination	32
Determination	73
Electric Shaft Space	90
Escalation Statement	51
Exhaust System	6
Fair Market Rental Value	72
First Option Space	65
First Option Space Fixed Rent	66
First Option Space Term Commencement Date	66
First Renewal Notice	71
First Renewal Term	71
Fixed Rent	2
Fixtures	7
Fuel Pipe Shaft Space	90
GAAP	44
Hazardous substances	62
Holidays	36
Kitchen Equipment	5
Land	1
Landlord	1
Landlord Indemnitees	16

Landlord Party	10
Losses	58
Machinery Room Option Notice	92
Machinery Room Space	92
Measurement Standard	2
Morgan	61
Net Effective Rental	95
New Tenant	55
Notices	29
O.E. Share	44
Offer Notice	94
Offer Space	94
Option Space	70
Premises	1
Preservation Agreement	3
Projected Delivery Dates	70
Pylon	59
Qualified Alteration	13
Qualified Encumbrances	2
Qualified Resubmission	76
R.E. Tax Share	44
Real Estate Taxes	49
Real Property	1
Remaining Period	32
Rent	2
Rent Commencement Date	11
Requirements	10
Roof Commencement Date	91
Roof Option Notice	91
Roof Space	91
Second Option Space	67
Second Option Space Fixed Rent	68
Second Option Space Term Commencement Date	68
Second Renewal Notice	71
Second Renewal Option	71
Second Renewal Term	71
Service Option	62
Service Option Notice	63
Sublet Arbitration Notice	84
Sublet Arbitrator	84
Sublet Notice	81
Submission Date	74
Tax Rate	51
Tax Year	43
Taxes	49
Telecommunications Shaft Space	89
Tenant	1
Tenant Affiliate	87
Tenant Allowance	78
Tenant Delay	3
Tenant Indemnitees	58
Tenant Party	11

2

Tenant Work	78
Tenant Work Arbitration Notice	77
Tenant Work Arbitrator	77
Tenant Working Drawings	78
Tenant’s Area	44
Tenant’s Basic Cost	86
Tenant’s Property	21
Tenant’s Signage	59
Term commencement date	1
Third Option Space	68
Third Option Space Delivery Date	69
Third Option Space Fixed Rent	69
Third Option Space Term Commencement Date	69
Threshold Amount	25
Transfer	50
Transfer Tax Year	51
Underlying leases	28
Underlying mortgages	28
Upper Shaft Space	92
Upper Shaft Space Option Notice	92

3

Rules and Regulations

1.             The rights of the Tenant in the sidewalks, entrances, corridors, stairways, elevators and escalators of the Building are limited to ingress to and egress from the Premises for any Tenant Party, and the Tenant shall not invite to the Premises, nor permit the visit thereto by, persons in such numbers or under such conditions as to interfere with the use and enjoyment by others of the sidewalks, entrances, corridors, stairways (excluding interior stairways), elevators, escalators or any other facilities of the Building. Fire exits and stairways (other than interior stairways) are for emergency use only, and they shall not be used for any other purpose by any Tenant Party. The Landlord shall have the right to regulate the use of and operate the public portions of the Building, as well as portions furnished for the common use of the tenants, in such manner as it deems best for the benefit of the tenants generally.

2.             The Landlord may refuse admission to the Building outside of Business Hours to any person not having a pass issued by the Landlord or not properly identified, and may require all persons admitted to or leaving the Building outside of Business Hours to register. Any person whose presence in the Building at any time shall, in the reasonable judgment of the Landlord, be prejudicial to the safety, character, reputation and interests of the Building or of its tenants may be denied access to the Building or may be ejected therefrom. In case of invasion, riot, public excitement or other commotion the Landlord may prohibit all access to the Building during the continuance of the same, by closing doors or otherwise, for the safety of the tenants or protection of property in the Building. The Landlord shall, in no way, be liable to the Tenant for damages or loss arising from the admission, exclusion or ejection of any person to or from the Premises or the Building under the provisions of this rule. The Landlord may require any person leaving the Building with any package or other object to exhibit a pass from the tenant from whose Premises the package or object is being removed, but the establishment or enforcement of such requirement shall not impose any responsibility on the Landlord for the protection of the Tenant against the removal of property from the Premises of the Tenant.

3.             The Tenant shall not obtain or accept for use in the Premises ice, drinking water, food, beverage, towel, linen, uniform, barbering, bootblacking or similar or related services from any persons not authorized by the Landlord to furnish such services; provided, that the Landlord shall not unreasonably withhold, delay or condition such authorization. Such services shall be furnished only at such hours, in such places within the Premises and under such regulations as may be fixed by the Landlord.

4.             Where any damage to the public portions of the Building or to any portions used in common with other tenants is

caused by any Tenant Party, the cost of repairing the same shall be paid by the Tenant upon demand in accordance with the applicable provisions of the Lease.

5.             Except as provided in Article Twenty-six of the Lease and in the case of a shop, no lettering, sign, advertisement, trademark, emblem, notice or object shall be displayed at any point where the same might be visible outside the Premises, except that the name of the Tenant may be displayed on the entrance door of the Premises, subject to the approval of the Landlord as to the location, size, color and style of such display which approval, in the case of a display of the Tenant’s logo or a display within the Premises on a single-tenant floor, shall not be unreasonably withheld, delayed or conditioned. The installation or inscription of the name of the Tenant on any exterior door of the Premises on a multi-tenant floor shall be done by the Landlord and the expense thereof shall be paid by the Tenant to the Landlord.

6.             No awnings or other projections of any kind over or around the windows or entrances of the Premises shall be installed by the Tenant, and only such exterior window blinds and shades as are approved by the Landlord shall be used in the Premises. Linoleum, tile or other floor covering shall be laid in the Premises only in a manner reasonably approved by the Landlord, which approval shall not be unreasonable withheld, delayed or conditioned.

7.             The Landlord shall have the right to reasonably prescribe the weight and position of safes and other objects of excessive weight, and no safe or other object whose weight exceeds the lawful load for the area upon which it would stand shall be brought into or kept upon the Premises. If, in the judgment of the Landlord, it is necessary to distribute the concentrated weight of any safe or heavy object, the work involved in such distribution shall be done in such manner as the Landlord shall determine and the expense thereof shall be paid by the Tenant. The moving of safes and other heavy objects shall take place only upon previous notice to, and at times and in a manner approved by, the Landlord, and the persons employed to move the same in and out of the Building shall be acceptable to the Landlord. No machines, machinery or electrical or electronic equipment or appliances of any kind shall be placed or operated so as to disturb other tenants. Freight, furniture, business equipment, merchandise and packages of any description shall be delivered to and removed from the Premises only in the freight elevators and through the service entrances and corridors, and only during hours and in a manner reasonably approved by the Landlord, which approval shall not be unreasonably withheld, delayed or conditioned.

8.             No noise, including the playing of any musical instrument, radio or television, which, in the reasonable judgment of the Landlord, might disturb other tenants in the

Building, shall be made or permitted by the Tenant. No live animal shall be brought into or kept in the Building or the Premises. No dangerous, inflammable, combustible or explosive object or material shall be brought into or kept in the Building by the Tenant or with the permission of the Tenant, except as permitted by law and the insurance companies insuring the Building or the property therein. The Tenant shall not cause or permit any odors of cooking or other processes, or any unusual or other objectionable odors, to permeate in or emanate from the Premises. Any cuspidors or containers or receptacles used as such in the Premises, shall be emptied, cared for and cleaned by the Tenant.

9.             Except with respect to any part of the Premises which the Tenant has notified the Landlord that the same is being used for the storage of valuables, no additional locks or bolts of any kind shall be placed upon any of the doors or windows in the Premises and no lock on any door shall be changed or altered in any respect. Duplicate keys for the Premises and toilet rooms shall be procured only from the Landlord, and the Tenant shall pay to the Landlord the Landlord’s reasonable charge therefor. Upon the expiration or termination of the Lease, all keys of the Premises and toilet rooms shall be delivered to the Landlord.

10.           All entrance doors in the Premises shall be left locked by the Tenant when the Premises are not in use. No door (other than a door in an interior partition of the Premises) shall be left open and unattended at any time.

11.           The Landlord reserves the right to rescind, alter or waive any rule or regulation at any time prescribed by the Landlord when, in its reasonable judgment, it deems it necessary, desirable or proper for its best interest or for the best interests of the tenants, and no recision, alteration or waiver of any rule or regulation in favor of one tenant shall operate as a recision, alteration or waiver in favor of any other tenant. Except as otherwise provided in the Lease, the Landlord shall not be responsible to the Tenant for the nonobservance or violation by any other tenant of any of the rules or regulations at any time prescribed by the Landlord.

12.           The Tenant shall promptly notify the Landlord of any inspection of the Premises by governmental agencies having jurisdiction over matters involving health or safety.

13.           The Tenant shall be responsible for maintaining the Premises rodent and insect free. Extermination services shall be provided by the Tenant on a monthly basis and additionally as required by the Landlord in the Landlord’s reasonable judgement.

14.           All food storage areas shall be adequately protected by a contractor approved in advance by the Landlord against vermin entry.

15.           Drain pipes shall be kept free of obstructions and operable at all times.

16.           Exit signs shall be illuminated, and other exit identification shall be operable, at all times.

17.           Emergency lighting within the Premises, including battery components, shall be in good working condition at all times.

The Landlord’s right to enforce and make new rules and regulations shall be limited to the extent provided in Section 6.2 of the Lease.

Exhibit A

[Premises]

EXHIBIT B

[Floor Plans]

EXHIBIT C

[The Land]

EXHIBIT D

[Applicable Fixed Rental Rate]

EXHIBIT E

[Form of Non-disturbance Agreement for Underlying Mortgages]

EXHIBIT F

[Form of Non-disturbance Agreement for Underlying Leases]

Exhibit F-l

[Describe Overlease]

1

EXHIBIT G

[Cleaning Specifications]

EXHIBIT H

[Air Conditioning Specifications]

1

EXHIBIT I

[Form of Escalation Statement]

1

EXHIBIT J

[Tenant’s Signage]

2

EXHIBIT K

[Form of Information Desk Agreement]

EXHIBIT L

[First Option Space]

1

EXHIBIT M

[Square Footage of Floors 21 through 25]

1

EXHIBIT N

[Setback Area]

1

EXHIBIT O

[Sketches of Setback Equipment]

1

EXHIBIT P

[Restricted Setback Area]

1

EXHIBIT Q

[Location of Telecommunications Shaft Space]

1

EXHIBIT R

[Location of Electric Shaft Space]

1

EXHIBIT S

[Location of Fuel Pipe Shaft Space]

1

EXHIBIT T

[Offer Space]

1

EX-10.17

Exhibit 10.17

SUPPLEMENTAL INDENTURE,dated May 5, 1998, between ROCK-McGRAW, INC.,  a New York corporation, having an office at 1221 Avenue of the Americas, New York, N.Y. 10020 (the “Landlord”), and SOCIÉTÉ GÉNÉRALE, a corporation organized and existing under the laws of the Republic of France having an office at 1221 Avenue of the Americas, New York, N.Y. 10020, (the “Tenant”).

By Lease dated as of October 29, 1993, as the same heretofore may have been amended (the “Original Lease”), certain premises, as therein described, in the building known as 1221 Avenue of the Americas (the “Building”) in the Borough of Manhattan, New York, N.Y., are now leased and demised by the Landlord to the Tenant.

The parties hereto mutually desire to amend the Original Lease as herein set forth, and are executing and delivering this Supplemental Indenture for such purpose (the Original Lease as amended by this Supplemental Indenture, the “Lease”).

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH,that the parties hereto, in consideration of the terms and conditions herein contained, hereby amend the Original Lease in the following respects, and only in the following respects:

(1)Definitions.All capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Original Lease.

(2)Demise of Additional Space; Term; Rent and Terms of Leasing.(a) The Landlord does hereby lease and demise to the Tenant, and the Tenant does hereby hire and take from the Landlord, subject and subordinate to the Qualifying Encumbrances and upon and subject to the terms and conditions of the Lease for the term hereinafter stated, the spaces substantially as shown crosshatched on the diagrams attached hereto as Exhibit A and designated as ‘A’ on the 14th and 15th Floors of the Building, together with all fixtures, equipment, improvements, installations and appurtenances which at the commencement of or during the term of the Lease with respect to said spaces are thereto attached (except items not deemed to be included therein and removable by the Tenant as provided in Article Four of the Original Lease); which spaces, fixtures, equipment, improvements, installations and appurtenances are herein sometimes called the “Additional Space”.

(b)The term of the Lease for which the Additional Space is hereby leased and demised shall commence on September 15, 1998 (subject to Section 2.2 of the Original Lease, such date for the commencement of the term with respect to the Additional Space being the “Additional Space Term Commencement Date”) and shall end on September 30, 2013 or on such earlier date upon which said term may expire or be terminated pursuant to any of the conditions of limitation or other provisions of the Lease or pursuant to law.

(c)For the portion of the term of the Lease for which the Additional Space is leased and demised, the Fixed Rent reserved under the Original Lease shall be increased as follows:

(i)for the period commencing on the Additional Space Term Commencement Date and ending on August 31, 2003, $3,690,619.00 per annum;

(ii)for the period commencing on September 1, 2003 and ending on August 31, 2008, $4,030,455.00 per annum; and

(iii)for the period commencing on September 1, 2008 and ending on September 30, 2013, $4,370,291.00 per annum.

The Tenant does hereby covenant and agree to pay the Fixed Rent as so increased and the Additional Rent payable under the Lease, at the times and in the manner specified in the Lease for the payment of Fixed Rent and Additional Rent, except that, if the Additional Space Term Commencement Date shall be other than the first day of a calendar month, the amount by which the first monthly installment of the Fixed Rent is so increased, apportioned for the part month in question, shall be payable on the Additional Space Term Commencement Date. Provided the Tenant shall not be in default of any monetary obligations under the Lease beyond the expiration of any applicable notice and cure period on each date that the Rent Credit (as hereinafter defined) or any portion thereof is applied on account of the Fixed Rent by the Landlord in accordance with the terms of this Section 2(c), the Tenant shall receive a credit (the “Rent Credit”) to be applied against the next installments of Fixed Rent becoming due and payable under the Lease in an amount equal to $2,460,413.00, provided that if the Tenant shall be in default as aforesaid on any date that a portion of the Rent Credit is to be applied by the Landlord, the application of such portion of the Rent Credit shall be deferred until such date as such monetary default is cured (it being acknowledged that the Landlord shall have the right to credit any unapplied portion of the Rent Credit to any such uncured monetary default).

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(d)Effective as of the Additional Space Term Commencement Date, the term the “Premises” as used in the Lease shall be deemed to include the Additional Space except that, in applying the provisions of Article Two of the Original Lease to the Additional Space, (i) the “Premises” shall be deemed to refer to the Additional Space only and (ii) the “Term Commencement Date” referred to in said Article Two shall be deemed to mean the Additional Space Term Commencement Date. Nothing contained in this Supplemental Indenture shall give to the Tenant any option for the renewal or extension of the term hereby granted with respect to the Additional Space except pursuant to Article Thirty-Two of the Original Lease.

(e)The Landlord and the Tenant hereby stipulate for all purposes of the Lease (including, without limitation, for the determination of Tenant’s Area) that the rentable square footage of Additional Space (i) is 42,742 with respect to space ‘A’ on the 14th Floor and 42,217 with respect to space ‘A’ on the 15th Floor, (ii) has been determined in accordance with the Measurement Standard and (iii) shall not be changed by future remeasurement or measurement standard, but only by actual increase or decrease in the Additional Space.

(f)The Tenant has examined and shall accept the Additional Space in its existing “as-is” condition and state of repair and understands that no work is to be performed by the Landlord in connection therewith except as set forth on Exhibit B attached hereto (collectively, the “Additional Space Landlord’s Work”). The Landlord, either through its own employees or through a contractor or contractors to be engaged by it for such purpose, will proceed with due dispatch, subject to delay by causes beyond its reasonable control and Tenant Delay, to do all of the Additional Space Landlord’s Work during regular working hours and will exercise all reasonable efforts to substantially complete all of the Additional Space Landlord’s Work within ninety (90) days of the Additional Space Term Commencement Date (as extended by delay by causes beyond the reasonable control of the Landlord and by Tenant Delay). If the cost of performing the Additional Space Landlord’s Work is increased due to any Tenant Delay of which the Tenant shall have been given notice by the Landlord and which shall not have been cured by the Tenant within one Business Day following the giving of such notice, the Tenant shall pay to the Landlord an amount equal to such increase in cost. The Landlord and the Tenant shall each use reasonable efforts to cooperate in the performance of their respective work in the Additional Space in order to minimize interference and delay with the other, provided, however, that, notwithstanding anything to the contrary contained in the Lease, neither the Tenant nor any other Tenant Party may enter into or upon the Premises during any asbestos removal. The Landlord’s performance of the portions of the Additional Space Landlord’s Work described in items (1)

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and (2) of Exhibit B (the “Demo and Abatement”) shall, subject to delay by causes beyond its reasonable control, be completed on or before November 15, 1998 and if the Landlord shall fail to substantially complete the Demo and Abatement by such date, then as the Tenant’s sole remedy therefor, the Rent Credit shall be increased by an amount equal to (x) (i) $10,111.28 multiplied by (ii) the number of days in the period commencing on November 15, 1998 (as extended by causes beyond the Landlord’s reasonable control) and ending on the day on which the Demo and Abatement is substantially completed, plus (y) (i) the per diem amount of Additional Rent payable by the Tenant pursuant to Article Twenty-four of the Lease with respect to the Additional Space only multiplied by (ii) the number of days in the period commencing on October 15, 1998 (as extended by causes beyond the Landlord’s reasonable control) and ending on the day on which the Demo and Abatement is substantially completed. At all times during the Landlord’s performance of the Demo and Abatement the Landlord shall maintain a policy or policies of commercial general liability insurance (including, without limitation, insurance of the Landlord’s contractual liability under this Lease) with the premiums fully paid on or before the due date, issued by a reputable insurance company licensed to do business in the State of New York, having a minimum rating A-XI by A.M. Best & Company or such other comparable financial rating as the Landlord may at any time consider reasonably appropriate, and reasonably acceptable. Such insurance shall afford a combined single limit of $5,000,000 per occurrence in respect of injury or death to any person or number of persons or for damage to or loss of use of property in any one occurrence, subject to reasonable deductibles. Each such policy shall provide that it cannot be cancelled, changed or modified except upon 30 days’ prior notice to the Tenant and shall name the Tenant Indemnitees as additional insureds thereunder. The Landlord shall furnish original certificates of such insurance to the Tenant prior to the Additional Space Term Commencement Date (or any date on which the Tenant is granted earlier access) and thereafter not less than 30 days prior to the expiration of each such policy and any renewals or replacements thereof. Notwithstanding the foregoing, to the extent that the Landlord has the contractor(s) performing the Demo and Abatement include the Tenant as an additional insured under such contractor’s policy or policies of insurance protecting against liability for worker’s compensation and for bodily injuries and death, as well as for property damage arising out of or in connection with the performance and completion of such Demo and Abatement, the Tenant will, in connection with any loss occurring during the Demo and Abatement, consider any such contractor’s insurance primary.

(g)(i) Unless the Tenant notifies the Landlord to the contrary before the date that is 30 days following the date the Additional Space Landlord’s Work is substantially completed, the Tenant shall be conclusively deemed to have agreed that the Landlord, up to

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the time of such possession of such part of the Additional Space Premises, had performed all of the Landlord’s obligations under this Supplemental Indenture with respect to such part and that such part, except for latent defects and except for minor details of construction, decoration and mechanical adjustment, was in satisfactory condition as of the date of such possession. If the Tenant so notifies the Landlord and the Landlord had not performed such obligations, the Landlord shall promptly commence and diligently proceed with the performance thereof in such a manner as will not unreasonably interfere with the Additional Space Tenant Work (as hereinafter defined).

(ii) Any dispute between the Landlord and the Tenant with respect to the date the Additional Space Landlord’s Work shall have been substantially completed shall be resolved in accordance with the provisions of this Section 2(g)(ii). If the Tenant shall not agree with the Landlord’s determination of the date the Additional Space Landlord’s Work shall have been substantially completed, the Tenant shall, within 30 days following the date that the Landlord notifies the Tenant of the Landlord’s determination, notify the Landlord that the Tenant desires to have such disagreement determined by an Arbitrator (as hereinafter defined), and promptly thereafter the Landlord and the Tenant shall designate an architect (the “Arbitrator”) whose determination made in accordance with this Section 2(g)(ii) shall be binding upon the parties. If the Tenant fails to notify the Landlord of the Tenant’s desire to have such dispute determined by an Arbitrator within the 30-day period set forth in the preceding sentence, then the Landlord’s determination shall be conclusive and binding on the Tenant. If the determination of the Arbitrator shall confirm the determination of the Landlord, then the Tenant shall pay the cost of the Arbitrator. If the Arbitrator shall confirm the determination of the Tenant, then the Landlord shall pay the cost of the Arbitrator. The Arbitrator shall be a partner or principal of an independent architectural firm having at least 10 architects as partners or principals who shall have at least 10 years of experience in interior construction of commercial office buildings in Midtown Manhattan. If the Landlord and the Tenant shall be unable to agree upon the designation of the Arbitrator within 15 days after receipt of notice from the other party requesting agreement as to the designation of the Arbitrator, which notice shall contain the names and addresses of two or more architects who are acceptable to the party sending such notice, then either party shall have the right to request the American Arbitration Association (or any organization which is the successor thereto) to designate as the Arbitrator an architect having the qualifications set forth in the preceding sentence whose determination made in accordance with this Section 2(g)(ii) shall be conclusive and binding upon the parties, and the cost of such architect shall be borne as provided above in the case of the Arbitrator designated by the Landlord and the Tenant. Any determination made by an Arbitrator shall either be the Landlord’s determination or the

5

Tenant’s determination, and any determination which does not comply with the foregoing shall be null and void and not binding on the parties. In rendering such determination the Arbitrator shall not add to, subtract from or otherwise modify the provisions of this Supplemental Indenture. Pending the resolution of any dispute pursuant to this Section 2(g)(ii), the Tenant shall pay all Fixed Rent and Additional Rent required to be paid in accordance with the Lease based on the Landlord’s determination. If the determination made by the arbitrator is the Tenant’s determination, the Landlord shall refund to Tenant the amount of any overpayment of Fixed Rent and Additional Rent within 10 Business Days following the resolution of the dispute, together with interest thereon at a rate per annum equal to the rate of interest publicly announced from time to time by Citibank, N.A. as its “base rate” from the date the Tenant made such overpayment to the date such overpayment is refunded.

(h)The renovation work to be performed by the Tenant in the Additional Space shall be done in accordance with the provisions of Article Thirty-three of the Original Lease except that for purposes of this Supplemental Indenture, (i) all references to the “Premises” shall be deemed to be references to the “Additional Space,” (ii) all references to the “Tenant Work” shall be deemed to be references to the “Additional Space Tenant Work,” (iii) all references to the “Tenant Allowance” shall be deemed to be references to the “Additional Space Tenant Allowance” (as hereinafter defined), (iv) all references to “$500,000.00” in Section 33.5 of the Original Lease shall be deemed to be references to “$100,000.00”, and (v) Sections 33.6 and 33.7 of the Original Lease shall not be applicable. The “Additional Space Tenant Work”  means all work and services described in the Tenant Working Drawings relating to the Additional Space, and all labor, materials and equipment necessary to perform the same. The “Additional Space Tenant Allowance” means $3,823,155.00.

(i)The Tenant, at the Tenant’s sole cost and expense, may renovate the public elevator vestibule of the 14th and/or 15th Floors to conform to the design of similar space on the Tenant’s other floors in the Building. All work done by the Tenant pursuant to this Section 2(i) shall be performed in accordance with and subject to all of the provisions of the Original Lease (including, without limitation, Articles Six and Thirty-three of the Original Lease).

(3)Effective on and after the execution and delivery of this Supplemental Indenture the provisions of Articles Thirty-one and Thirty-eight of the Lease shall be deemed null and void and of no further force or effect.

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(4)Brokerage Commissions.The Landlord and the Tenant represent to each other that the only broker with which they have dealt in connection with this Lease is Rockefeller Center Management Corporation (“RCMC”), having an office at 1221 Avenue of the Americas, New York, New York 10020. The Tenant shall indemnify and save harmless the Landlord Indemnitees from and against all liability, claims, suits, demands, judgments, costs, interest and expenses (including, without limitation, reasonable counsel fees and disbursements incurred in the defense thereof) to which the Landlord Indemnitees may be subject or suffer by reason of any claim made by any person, firm or corporation other than RCMC for any commission, expense or other compensation as a result of the execution and delivery of this Supplemental Indenture or the demising of the Additional Space by the Landlord to the Tenant pursuant to this Supplemental Indenture, which claim is alleged to arise out of any conversations, negotiations or dealings between such claimant and the Tenant. The Landlord shall indemnify and save harmless the Tenant Indemnitees from and against all liability, claims, suits, demands, judgments, costs, interest and expenses (including, without limitation, reasonable counsel fees and disbursements incurred in the defense thereof) to which the Tenant Indemnitees may be subject or suffer by reason of any claim made by any person, firm or corporation for any commission, expense or other compensation as a result of the execution and delivery of this Supplemental Indenture or the demising of the Additional Space by the Landlord to the Tenant pursuant to this Supplemental Indenture, which claim is alleged to arise out of any conversations, negotiations or dealings between such claimant and the Landlord. The Landlord agrees that there is no commission due and/or payable to RCMC in connection with this transaction.

(5)Representations. (a) The Tenant hereby represents and warrants to the Landlord that, as of the date hereof, the Original Lease is in full force and effect and has not been modified, changed, altered or amended in any respect except pursuant to this Supplemental Indenture.

(b) The Landlord hereby represents and warrants to the Tenant that, as of the date hereof, the Original Lease is in full force and effect and has not been modified, changed, altered or amended in any respect except pursuant to this Supplemental Indenture.

(6)Miscellaneous.(a) This Supplemental Indenture contains a complete statement of all the arrangements between the parties to this Supplemental Indenture with respect to the subject matter contained in this Supplemental Indenture. This Supplemental Indenture shall not be amended, modified, canceled or terminated, in whole or in part, except by a writing signed by all parties to this Supplemental Indenture.

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(b) This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. If any provision or provisions of this Supplemental Indenture shall, for any reason and to any extent, be held to be invalid, illegal or unenforceable, the remainder of this Supplemental Indenture and the application of that provision or provisions to other persons or circumstances shall not be affected but rather shall be enforced to the extent permitted by law. This Supplemental Indenture shall be construed without regard to any presumption or other rule requiring construction against the party causing this Supplemental Indenture to be drafted.

(c) This Supplemental Indenture shall be binding upon and inure to the benefit of the parties to this Supplemental Indenture and their respective successors and permitted assigns.

(d) In the event of any conflicts between the provisions of this Supplemental Indenture and the provisions of the Original Lease with respect to the Additional Space, the provisions of this Supplemental Indenture shall be controlling.

(7)The Original Lease,as hereby amended, shall remain in full force and effect according to its terms and conditions.

in witness whereof,the parties hereto have duly executed this Supplemental Indenture as of the day and year first above written.

	ROCK-McGRAW, INC.,
	By	/s/ Jonathan Dyuen
		President
Attest:
/s/ Beth Berlin Dreyfuss
Assistant Secretary
	SOCIÉTÉ GÉNÉRALE
	By	/s/ [ILLEGIBLE]
		Chief Financial Officer
Attest:
Assistant Secretary

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EXHIBIT B

LANDLORD’S ADDITIONAL SPACE WORK

1.All previous tenant improvements, other than stairways and lavatories, shall be demolished and removed, including cable and wiring in the under-floor duct system. The supplemental A/C unit and associated ductwork situated on the floor shall be removed and the piping capped at the riser.

2.All polychlorinated biphenyls and asbestos shall be removed from the Additional Space (other than asbestos on the structural elements in the perimeter and core areas such as columns, deck and beams and minor areas of non-friable asbestos containing fireproofing at certain points on inaccessible structural members) and affected areas to be re-fireproofed. The Landlord shall, at the Tenant’s request, provide the Tenant with copies for any required filing, an ACP-5 Form and, if requested, an ACP-7 Form in connection with the asbestos removal work required hereunder.

3.Tie-ins shall be provided to the Building’s fire alarm system and dampers for smoke purge to the extent currently required by code.

4.All building systems shall be delivered in good working order.

5.The main sprinkler loop shall be removed back to the core connection.

6.The restrooms shall be delivered in their “as is” condition, except that all fixtures shall be in good working order.

7.All existing fire speaker/strobes shall be removed from the walls and temporarily hung from the structure above for reuse. All existing pull stations and warden stations shall be delivered in their “as is” condition.

8.Building standard blinds shall be delivered in good working order.

9.Any missing convector covers will be replaced and all convector covers shall be delivered in good working order and in their “as is” condition.

10.The Landlord shall restore the electrical cell system to good working order, with all existing taps capped, all wiring removed, and cells vacuumed. All trench-cover plates shall be delivered in good working order.

11.The Landlord shall deliver the existing electrical panels in good working order. Any missing circuit breakers shall be replaced and the vertical closet penetration shall be fire stopped.

12.The Landlord shall cap all existing panel knock outs and secure all panel covers.

13.The Landlord shall deliver all electrical closets in compliance with the applicable provisions of the New York City electrical code.

14.The Landlord shall submeter the Additional Space.

15.The Landlord shall render the Additional Space broom clean.

EX-10.18

Exhibit 10.18

EXECUTION COPY

INDEMNIFICATION AGREEMENT

by and among

SOCIÉTÉ GÉNÉRALE,

SG AMERICAS SECURITIES HOLDINGS, INC.,

COWEN AND COMPANY, LLC

and

COWEN GROUP, INC.

Dated as of July 11, 2006

TABLE OF CONTENTS

				Page
ARTICLE I		DEFINITIONS		1
	SECTION 1.01.		Definitions	1
ARTICLE II		MUTUAL RELEASES		13
	SECTION 2.01.		Cowen Release of SG	13
	SECTION 2.02.		SG Release of Cowen Inc	13
	SECTION 2.03.		SG Obligations Not Affected	14
	SECTION 2.04.		No Cowen Inc. Claims	14
	SECTION 2.05.		No SG Claims	14
	SECTION 2.06.		Subsidiary Releases	14
ARTICLE III		INDEMNIFICATION		14
	SECTION 3.01.		Indemnification by Cowen Inc	14
	SECTION 3.02.		Indemnification by SG	15
	SECTION 3.03.		Clarification of Intent	16
	SECTION 3.04.		Indemnification Obligations Net of Insurance Proceeds and Other Amounts	17
	SECTION 3.05.		Procedures for Indemnification of Third Party Claims	17
ARTICLE IV		CERTAIN OTHER MATTERS		19
	SECTION 4.01.		Additional Matters	19
	SECTION 4.02.		Right of Contribution.	20
	SECTION 4.03.		Covenant Not to Sue	20
	SECTION 4.04.		Remedies Cumulative	21
	SECTION 4.05.		Inducement	21
	SECTION 4.06.		Post-Separation Date Conduct	21
	SECTION 4.07.		Late Payments	21
ARTICLE V		COOPERATION; CONFIDENTIALITY		21
	SECTION 5.01.		Other Agreements Providing for Exchange of Information	21
	SECTION 5.02.		Production of Witnesses; Records; Cooperation	21
	SECTION 5.03.		Confidentiality.	23
	SECTION 5.04.		Protective Arrangements	24

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ARTICLE VI		DISPUTE RESOLUTION		24
	SECTION 6.01.		Disputes	24
ARTICLE VII		TERMINATION		25
	SECTION 7.01.		Termination	25
ARTICLE VIII		MISCELLANEOUS		25
	SECTION 8.01.		Counterparts; Entire Agreement; Facsimile Signatures	25
	SECTION 8.02.		Governing Law	25
	SECTION 8.03.		Assignability	26
	SECTION 8.04.		Third Party Beneficiaries	26
	SECTION 8.05.		Notices	26
	SECTION 8.06.		Severability	27
	SECTION 8.07.		Force Majeure	27
	SECTION 8.08.		Headings	27
	SECTION 8.09.		Survival of Covenants	27
	SECTION 8.10.		Subsidiaries	28
	SECTION 8.11.		Waivers	28
	SECTION 8.12.		Amendments	28
	SECTION 8.13.		Interpretation	28
	SECTION 8.14.		Mutual Drafting	28
	SECTION 8.15.		No Right to Set-Off	29
	SECTION 8.16.		Enforcement Costs	29
	SECTION 8.17.		Remedies	29

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THIS INDEMNIFICATION AGREEMENT, dated as of July 11, 2006, is by and among SOCIÉTÉ GÉNÉRALE, a French banking corporation (“SocGen”), SG AMERICAS SECURITIES HOLDINGS, INC., a Delaware corporation (“SGASH” and, together with SocGen, “SG”), COWEN AND COMPANY, LLC, a Delaware limited liability company (“Cowen LLC”) and COWEN GROUP, INC., a Delaware corporation (“Cowen Inc.” and, together with Cowen LLC, “Cowen”).

R E C I T A L S:

WHEREAS, SG and Cowen are parties to that certain Separation Agreement, dated as of the date hereof, by and among SG, SGAI, and Cowen (the “Separation Agreement”);

WHEREAS, SG and SGAI have determined that it is appropriate and advisable to separate the Cowen Business from the SG Business (the “Separation”); and

WHEREAS, each of the Parties has determined that it is necessary and advisable to enter into this Agreement in connection with the Separation.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01.Definitions. Reference is made to Section 8.13 regarding the interpretation of certain words and phrases used in this Agreement. For the purpose of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meaning given to them in the Separation Agreement.

“AAA” has the meaning set forth in Section 6.01(b).

“Agreement” means this Indemnification Agreement.

“Assets” means assets, rights, claims and properties of all kinds, real and personal, tangible, intangible and contingent, including rights and benefits pursuant to any contract, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement and any rights or benefits pursuant to any Proceeding.

“Business Day” means any day other than (i) a Saturday or Sunday or (ii) a day on which banks are required or authorized to close in New York, New York.

“Business Entity” means any corporation, general or limited partnership, trust, joint venture, unincorporated organization, limited liability entity or other entity.

“By-Laws” means the amended and restated By-Laws of Cowen Inc., substantially in the form of Exhibit A to the Separation Agreement.

“Certificate of Incorporation” means the amended and restated Certificate of Incorporation of Cowen Inc., substantially in the form of Exhibit B to the Separation Agreement.

“Conveyance and Assumption Instruments” means, collectively, such deeds, bills of sale, Asset transfer agreements, endorsements, assignments, assumptions (including Liability assumption agreements), leases, subleases, affidavits and other instruments of sale, conveyance, contribution, distribution, lease, transfer and assignment between SG or, where applicable, any SG Subsidiary, on the one hand, and Cowen Inc. or, where applicable, any Cowen Subsidiary or designee of Cowen Inc., on the other hand, as may be necessary or advisable under the laws of the relevant jurisdictions to effect the Separation.

“Cowen” has the meaning set forth in the Preamble.

“Cowen Assets” means only the following Assets of the Parties or their respective Subsidiaries, but excluding any Excluded Assets:

(A)  the outstanding membership interests of Cowen LLC;

(B)  the outstanding capital shares of Cowen UK;

(C)  the Assets included on the Cowen Balance Sheet after completion of the transactions contemplated by the Separation Agreement and the Transaction Documents or any notes or subledger thereto that are owned by any Party or any of their respective Subsidiaries as of the IPO Date;

(D)  the Assets of any Party or any of their respective Subsidiaries as of the Separation Date that are of a nature or type that would have resulted in such Assets being included as Assets on a pro forma combined statement of financial condition of Cowen Inc. or the notes or subledgers thereto as of the IPO Date (were such statement of financial condition, notes and subledgers to be prepared) on a basis consistent with the determination of the Assets included on the Cowen Balance Sheet or any subledger thereto;

(E)  the Assets expressly allocated to Cowen Inc. or any Cowen Subsidiary under the Separation Agreement or any of the Principal Transaction Documents;

(F)  the Assets used or held by Cowen Inc. or any Cowen Subsidiary for use in the Cowen Business and the rights to the Cowen Business;

(G)  all right, title and interest to the trade name, trademark and service mark “Cowen”, together with the goodwill associated therewith;

(H)  the trade secrets, know-how, proprietary information (including any clinical study data and product registrations), any other rights or intellectual property and any other rights, claims or properties, in each case:  (A) as of the Separation Date; (B) to the

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extent primarily related to the Cowen Business; and (C) that are not otherwise specifically addressed under any other subsection of this definition; and

(I)  the Assets identified on Schedule 2.02(a)(i) to the Separation Agreement.

“Cowen Balance Sheet” means the audited combined statement of financial condition of Cowen Inc., Cowen LLC and the other Cowen Subsidiaries, including the notes thereto, as of December 31, 2005, included in the Prospectus.

“Cowen Benefit Plans” means, collectively, the plans and arrangements set forth on Schedule 1.01(a) to the Separation Agreement and any other benefit plans maintained, sponsored or adopted by Cowen LLC, Cowen Inc. or the Cowen Subsidiaries, whether before or after the Separation Date.

“Cowen Business” means the businesses and operations conducted prior to the Separation Date by Cowen LLC and the Transferred Entities, excluding the Transferred Businesses.

“Cowen Common Stock” means the outstanding shares of common stock, par value $0.01, of Cowen Inc.

“Cowen Contracts” means any contract, agreement or instrument (other than this Agreement and any other Transaction Document) to which Cowen LLC, Cowen Inc. or any Cowen Subsidiary is a party or by which any of their respective assets are bound.

“Cowen Employee Ownership Plan” means the 2006 Equity and Incentive Plan adopted by Cowen Inc. as of the Separation Date, substantially in the form attached as Exhibit C to the Separation Agreement.

“Cowen Inc.” has the meaning set forth in the Preamble.

“Cowen Indemnitees” means Cowen Inc. and each Cowen Subsidiary and each of their respective successors and assigns.

“Cowen Indemnity Obligations” has the meaning set forth in Section 3.01.

“Cowen Liabilities” means all of the following Liabilities of the Parties or their respective Subsidiaries:

(i)all Liabilities included on the Cowen Balance Sheet or any subledger thereto that remain outstanding as of the Separation Date after completion of the transactions contemplated by this Agreement and the Transaction Documents;

(ii)all other Liabilities that are incurred or accrued by any Party or any of their respective Subsidiaries from the date of the Cowen Balance Sheet to the Separation Date that are of a nature or type that would have resulted in such Liabilities being included as Liabilities on a pro forma combined statement of financial condition of Cowen Inc. and the notes or subledgers thereto as of the Separation Date (were such statement of financial condition, notes or subledgers to be prepared) on a basis consistent with the

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determination of the Liabilities included on the Cowen Balance Sheet or any subledger thereto;

(iii)all Liabilities expressly allocated to Cowen Inc. or any Cowen Subsidiary pursuant to this Agreement or any Transaction Document, and all agreements, obligations and Liabilities of Cowen Inc. and any Cowen Subsidiaries under this Agreement or any Transaction Document;

(iv)all Liabilities relating to, arising out of or resulting from investment decisions or the management of portfolio companies relating to SG Cowen Ventures (including all claims by limited partners of SG Cowen Ventures and other Third Parties); provided, however, that Liabilities relating to, arising out of or resulting from the administration of SG Cowen Ventures, including the accuracy or correctness of disbursements and the distribution of materials by or on behalf of the general partner of SG Cowen Ventures to limited partners of SG Cowen Ventures shall be deemed “SG Liabilities” as contemplated in Section 2.02(b) of the Separation Agreement;

(v)all Liabilities relating to, arising out of or resulting from investment decisions or the management of portfolio companies of or relating to the Merchant Banking Fund on or after January 1, 2004 (including all claims by limited partners of the Merchant Banking Fund and other Third Parties); provided, however, that Liabilities relating to, arising out of or resulting from (w) the sale and transfer of partnership interests in the Merchant Banking Fund to the MBF Purchasers (except that any rights of SG or any SG Subsidiaries in respect of the representations and warranties made to the MBF Purchasers in the sale and transfer documents shall not be deemed to have been waived pursuant to this clause (w)), (x) the administration of the Merchant Banking Fund, including the accuracy or correctness of disbursements and the distribution of materials by or on behalf of the Merchant Banking Fund to the partners of the Merchant Banking Fund or participants in the Merchant Banking Co-investment Plan and (y) any claim by former partners of the Merchant Banking Fund that do not relate to investment decisions or management of the Merchant Banking Fund after January 1, 2004 shall be deemed “SG Liabilities” as contemplated in Section 2.02(b) of the Separation Agreement;

(vi)all Liabilities relating to, arising out of or resulting from any business or operations conducted at any time prior to, on or after the IPO Date by the employees of SG’s London Branch whose employment was primarily associated with the Cowen Business (including but not limited to those employees who are “Transferred Employees” as defined in the Cowen UK Purchase Agreement); provided, however, that any such Liabilities relating to, arising out of or resulting from claims pending as of the IPO Date shall be added to Schedule 1.01(b) and shall be deemed “SG Liabilities” as contemplated in Section 2.02(b) of the Separation Agreement;

(vii)all Liabilities relating to, arising out of or resulting from any claim in respect of any period prior to the IPO Date by an employee of Cowen Inc. or any Cowen Subsidiary who does not execute an Executive Award Agreement and a release satisfactory to SG and Cowen Inc.; provided, however, that the foregoing shall exclude any such claim by any employee of Cowen Inc. or any Cowen Subsidiary who did

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execute an Executive Award Agreement and release satisfactory to SG and Cowen Inc. and the Parties acknowledge and agree that each of SG and the SG Subsidiaries, on the one hand, and Cowen Inc. and the Cowen Subsidiaries, on the other, shall be responsible for any Liabilities arising from claims against it (or its Subsidiaries) in respect of any period prior to the IPO Date by an employee who executed an Executive Award Agreement and release satisfactory to SG and Cowen Inc;

(viii)all Liabilities relating to, arising out of or resulting from the Cowen Benefit Plans;

(ix)all Liabilities relating to, arising out of or resulting from (1) Cowen Inc.’s adoption of the Cowen Employee Ownership Plan, (2) Cowen Inc.’s adoption of any directed share program, and (3) any employment agreements, retention agreements, guaranteed bonuses, bonus plans or payments, deferred compensation plans and any other agreements, arrangements or understandings between Cowen LLC, Cowen Inc. or the Cowen Subsidiaries and their respective directors, officers and employees; provided, however, that Liabilities pertaining to deferred compensation plans (other than the SG-USA Fidelity Bonus Plan) maintained by SG for any SG Subsidiary and Cowen LLC prior to the IPO shall be deemed “SG Liabilities” as contemplated in Section 2.02(b) of the Separation Agreement;

(x)Cowen Inc.’s portion, determined in accordance with Section 2.12 of the Separation Agreement, of Liabilities associated with Mixed Contracts and Mixed Accounts;

(xi)all Liabilities relating to, arising out of or resulting from Cowen Inc.’s, Cowen LLC’s or any of their respective Subsidiaries’ breach of or failure to perform any Cowen Contract;

(xii)those specific Liabilities set forth on Schedule 1.01(a) as of the Separation Date (which schedule shall be updated from time to time as mutually agreed in good faith by Cowen Inc. and SG up to the IPO Date), in each case subject to the limitations set forth in such schedule; and

(xiii)except to the extent expressly excluded from the Cowen Liabilities above, all other known and unknown Liabilities relating to, arising out of or resulting from the Cowen Business, the Cowen Assets, the other Cowen Liabilities or any business or operations conducted by Cowen Inc., Cowen LLC or any of their respective Subsidiaries, at any time prior to, on or after the Separation Date (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case, before, on or after the Separation Date) that are not expressly retained or assumed by SG or the SG Subsidiaries pursuant to this Agreement or any Transaction Document.

Notwithstanding anything to the contrary in this Agreement or any Transaction Document, Cowen Liabilities shall in no event include any Liabilities (a) relating to, arising out of or resulting from the Excluded Assets, (b) for which SG or any of its Affiliates has responsibility pursuant to applicable provisions of any Service Level

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Agreements in connection with the provision of services to Cowen Inc. or any Cowen Subsidiary thereunder or (c) expressly allocated to or retained by SG or any SG Subsidiary pursuant to clauses (i) through (v) or (ix) through (xiii) of the definition of “SG Liabilities” herein.

“Cowen LLC” has the meaning set forth in the Preamble.

“Cowen Subsidiary” means any Subsidiary of Cowen LLC prior to the Separation (including Cowen UK and any other Transferred Entities) and any Subsidiary of Cowen Inc. following the Separation (including Cowen LLC and Cowen UK).

“Cowen UK” means Cowen International Limited, a private limited company organized in England and Wales.

“Cowen UK Purchase Agreement” means the Intra-Group Asset Sale and Purchase Agreement, dated as of May 1, 2006, by and between SG London Branch and Cowen UK.

“Employee Matters Agreement” means the Employee Matters Agreement entered into on or prior to the Separation Date among SG, SGAI, SGASH, Cowen LLC and Cowen Inc., substantially in the form attached as Exhibit D to the Separation Agreement.

“Employment Tax” means withholding, payroll, social security, workers compensation, unemployment, disability and any similar tax imposed by any Tax Authority, and any interest, penalties, additions to tax or additional amounts with respect to the foregoing imposed on any taxpayer or consolidated, combined or unitary group of taxpayers.

“Escrow Agent” means JPMorgan Chase Bank, N.A., or such other financial institution as mutually agreed upon by the Parties, in its capacity as escrow agent under the Escrow Agreement.

“Escrow Agreement” means the Escrow Agreement entered into on or prior to the Separation Date among SGASH, Cowen LLC, Cowen Inc. and the Escrow Agent.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“Excluded Assets” means all of the following assets of the Parties or their respective Subsidiaries:

(i)  all Assets of the Parties or their respective Subsidiaries to the extent such Assets relate to, arise out of or result from the SG Business;

(ii)  all cash and cash equivalents as of the Separation Date of SG, each SG Subsidiary, Cowen LLC and each Cowen Subsidiary, except (x) any cash and cash equivalents included in the Initial Capital retained by Cowen LLC pursuant to Section 2.05(a) of the Separation Agreement and (y) any cash or cash equivalents held for customers pursuant to Rule 15c3-3 promulgated under the Exchange Act;

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(iii)  subject to Section 2.13 of the Separation Agreement, all Assets that are expressly contemplated by the Separation Agreement or any Principal Transaction Document to be Assets retained by or transferred to SG or any SG Subsidiary; and

(iv)  all other Assets listed or described on Schedule 1.01(c) to the Separation Agreement.

“Governmental Authority” means any supranational, international, national, federal, state, or local court, government, department, commission, board, bureau, agency, official or other regulatory, self-regulatory, administrative or governmental authority, including the NASD, the NYSE and any similar regulatory or self-regulatory body under applicable securities laws or regulations.

“Greenwich Capital Partners” means SG Cowen/Greenwich Street Capital Partners II, L.P., a Delaware limited partnership.

“Indemnifying Party” has the meaning set forth in Section 3.04.

“Indemnitee” means any Cowen Indemnitee or any SG Indemnitee, as appropriate.

“Indemnity Payment” has the meaning set forth in Section 3.04.

“Information” means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data.

“Initial Capital” has the meaning set forth in Section 2.05(a) of the Separation Agreement.

“IPO” means the initial public offering of shares of Cowen Common Stock pursuant to the Registration Statement.

“IPO Date” means the date of the closing of the IPO.

“Leases” means the real property leases and subleases entered into by Cowen LLC or any of the Cowen Subsidiaries prior to the date hereof, each of which is listed on Schedule 1.01(d) to the Separation Agreement.

“Liabilities” means all debts, liabilities, obligations, responsibilities, response actions, losses, damages (other than punitive, consequential, treble or other similar damages, except to the extent that the same are paid to Third Parties), fines, penalties and sanctions, absolute or contingent, matured or unmatured, liquidated or unliquidated, foreseen or unforeseen, joint,

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several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, whenever arising, including those arising under or in connection with any law, statute, ordinance, regulation, rule or other pronouncements of Governmental Authorities having the effect of law, Proceeding, threatened Proceeding, order or consent decree of any Governmental Authority or any award of any arbitration tribunal, those arising under any contract, guarantee, commitment or undertaking, whether sought to be imposed by a Governmental Authority, private party, or Party, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, and those, in respect of Cowen Inc. or any Cowen Subsidiary and SG and any SG Subsidiary, pursuant to indemnification or contribution arrangements with their respective directors, officers, employees and agents, and including any costs, expenses, interest, attorneys’ fees, disbursements and expense of counsel, expert and consulting fees and costs related thereto (including allocated costs of in-house counsel and other personnel) or to the investigation, preparation or defense thereof.

“MBF Purchasers” means the purchasers of the partnership interests in the Merchant Banking Fund identified on Schedule 1.01(c).

“Merchant Banking Fund” means SG Merchant Banking Fund L.P., a Delaware limited partnership.

“Mixed Accounts” means any accounts receivable or accounts payable relating to both the SG Business and the Cowen.

“Mixed Contract” means any agreement to which SG, Cowen Inc., Cowen LLC or any of their respective Subsidiaries is a party prior to the Separation Date that inures to the benefit or burden of each of the SG Business and the Cowen Business.

“NASD” means the National Association of Securities Dealers, Inc.

“NYSE” means the New York Stock Exchange, Inc.

“Notice” has the meaning set forth in Section 3.05(a).

“Parties” means the parties to this Agreement.

“Person” means any:  (i) individual; (ii) Business Entity; or (iii) Governmental Authority.

“Prime Rate” means the rate which SG (or its successor or another major money center commercial bank agreed to by the Parties) announces as its prime lending rate, as in effect from time to time.

“Principal Transaction Documents” means:  (i) the Separation Agreement, (ii) the Employee Matters Agreement; (iii) the Escrow Agreement; (iv) the Stockholders Agreement; (v) the Tax Matters Agreement; (vi) the Transition Services Agreement; and (vii) any and all Leases.

“Proceeding” means:  (i) any past, present or future suit, countersuit, action, arbitration, mediation, alternative dispute resolution process, claim, counterclaim, demand, proceeding; (ii) any inquiry, proceeding or investigation by or before any Governmental Authority; or

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(iii) any arbitration or mediation tribunal, in each case involving SG, any SG Subsidiary, any SG Indemnitee (but only if in a capacity entitling such Person to the rights of an SG Indemnitee), Cowen LLC, Cowen Inc., any Cowen Subsidiary or any Cowen Indemnitee (but only if in a capacity entitling such Person to the rights of a Cowen Indemnitee).

“Prospectus” means the prospectus forming a part of the Registration Statement as the same may be amended or supplemented from time to time.

“Registration Statement” means the registration statement on Form S-1 (File No. 333-132602) filed under the Exchange Act on March 21, 2006, pursuant to which the Cowen Common Stock to be sold in the IPO has been registered, together with all amendments and supplements thereto.

“SEC” means the Securities and Exchange Commission.

“Separation” has the meaning set forth in the Recitals.

“Separation Agreement” has the meaning set forth in the Recitals.

“Service Level Agreements” has the meaning set forth in the Transition Services Agreement.

“SG” has the meaning set forth in the Preamble.

“SGAI” means SG Americas, Inc.

“SGASH” has the meaning set forth in the Preamble.

“SG Business” means all businesses and operations conducted prior to the Separation Date by SG and any of the SG Subsidiaries, in each case that are not included in the Cowen Business. For purposes of this Agreement and the other Transaction Documents only, the SG Business shall also be deemed to include the Transferred Businesses.

“SG Contracts” means any contract, agreement or instrument (other than this Agreement and any other Transaction Document) to which SG or any of the SG Subsidiaries is a party or by which SG or any SG Subsidiaries, or any of their respective assets, are bound.

“SG Cowen Ventures” means SG Cowen Ventures I, L.P., a Delaware limited partnership.

“SG Indemnitees” means SG and each SG Subsidiary and each of their respective successors and assigns.

“SG Indemnity Obligations” has the meaning set forth in Section 3.02.

“SG Liabilities” means all of the following Liabilities of the Parties or their respective Subsidiaries:

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(i)   all Liabilities expressly allocated to SG or any SG Subsidiaries pursuant to this Agreement or any Transaction Document, and all agreements, obligations and Liabilities of SG and any SG Subsidiaries under this Agreement or any Transaction Document;

(ii)   all Liabilities relating to, arising out of or resulting from the administration of SG Cowen Ventures, including the accuracy or correctness of disbursements and the distribution of materials by or on behalf of the general partner of SG Cowen Ventures to limited partners of SG Cowen Ventures; provided, however, that Liabilities relating to, arising out of or resulting from investment decisions or the management of portfolio companies relating to SG Cowen Ventures (including all claims by limited partners of SG Cowen Ventures and other Third Parties) shall be deemed “Cowen Liabilities” as contemplated by Section 2.02(a)(ii) of the Separation Agreement;

(iii)   all Liabilities relating to, arising out of or resulting from (x) the administration of the Merchant Banking Fund, including the accuracy or correctness of disbursements and the distribution of materials by or on behalf of the Merchant Banking Fund to the partners of the Merchant Banking Fund or participants in the Merchant Banking Co-investment Plan and (y) investment decisions or the management of portfolio companies of or relating to the Merchant Banking Fund prior to January 1, 2004; provided, however, that Liabilities relating to, arising out of or resulting from investment decisions or the management of portfolio companies of or relating to the Merchant Banking Fund on or after January 1, 2004 (including all claims by limited partners of the Merchant Banking Fund and other Third Parties) shall be deemed “Cowen Liabilities” as contemplated by Section 2.02(a)(ii) of the Separation Agreement;

(iv)  all Liabilities relating to, arising out of or resulting from the sale and transfer of partnership interests in the Merchant Banking Fund to the MBF Purchasers (except that any rights of SG or any SG Subsidiaries in respect of the representations and warranties made to the MBF Purchasers in the sale and transfer documents shall not be deemed to have been waived hereby);

(v)   all Liabilities for expenses payable by SG as provided in Section 9.08 of the Separation Agreement;

(vi)   SG’s portion, determined in accordance with Section 2.12 of the Separation Agreement, of Liabilities associated with Mixed Contracts and Mixed Accounts;

(vii)   all Liabilities relating to, arising out of or resulting from SG’s or any SG Subsidiary’s breach of or failure to perform any SG Contract;

(viii)   except to the extent expressly excluded from the SG Liabilities or included as Cowen Liabilities, all Liabilities relating to, arising out of or resulting from any business conducted by SG or any SG Subsidiary at any time prior to, on or after the Separation Date;

(ix)   all Liabilities relating to, arising out of or resulting from the Discontinued or Transferred Businesses whether conducted prior to, on or after the Separation Date;

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(x)   all Liabilities relating to, arising out of or resulting from employee-related claims made by any current or former employees of SG or any SG Subsidiary that are asserted by such current or former employees against Cowen Inc. or any Cowen Subsidiaries in respect of any period prior to the IPO Date;

(xi)   all Liabilities (other than Cowen Liabilities) to the extent such Liabilities relate to, arise out of or result from a claim by any Third Party, including any Governmental Authority, against Cowen Inc. or any Cowen Subsidiaries that relate primarily to the terms, amount or procurement of insurance with respect to the Cowen Business prior to the Separation Date; provided, however, that the term “SG Liabilities” shall not include and SG shall have no indemnity obligation in respect of Liabilities relating to, arising out of or resulting from a claim (including but not limited to a claim by a Third Party) under or relating to the insurance policies listed on Schedule 4.01 to the Separation Agreement;

(xii)   those specific contingent Liabilities set forth on Schedule 1.01(b) as of the Separation Date (which schedule shall be updated from time to time as mutually agreed in good faith by Cowen Inc. and SG up to the IPO Date), in each case solely to the extent that payment in respect of such Liabilities has not been made out of the escrow therefor pursuant to Section 2.05(b) of the Separation Agreement; provided, however, that, unless otherwise specifically identified on Schedule 1.01(b), any suit, inquiry, proceeding or investigation (including but not limited to any such suit, inquiry, proceeding or investigation that relates to, arises out of or results from the litigation and regulatory matters set forth on Schedule 1.01(b)) that is not known to SG as of the IPO Date shall not be deemed an “SG Liability” for purposes of this Agreement; and

(xiii)   all Liabilities relating to, arising out of or resulting from the Excluded Assets.

“SG Subsidiary” means any Subsidiary of SG other than Cowen LLC, Cowen Inc. and any Cowen Subsidiary.

“SocGen” has the meaning set forth in the Preamble.

“Stockholders Agreement” means the Stockholders Agreement entered into as of the Separation Date among Cowen Inc. and certain of its stockholders, including SGASH, substantially in the form attached as Exhibit F to the Separation Agreement.

“Subsidiary” of any Person means another Business Entity that is directly or indirectly controlled by such Person. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Business Entity, whether through ownership of voting securities or other interests, by contract or otherwise. For the avoidance of doubt, Cowen Inc. and the Cowen Subsidiaries are not Subsidiaries of SG as that term is used in this Agreement.

“Tax” means:  (i) any income, net income, gross income, gross receipts, profits, capital stock, franchise, property, ad valorem, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, customs duties, value added, alternative minimum,

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estimated or other similar tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax) imposed by any Tax Authority, and any interest, penalties, additions to tax or additional amounts with respect to the foregoing imposed on any taxpayer or consolidated, combined or unitary group of taxpayers; and (ii) any Employment Tax.

“Tax Authority” means, with respect to any Tax, the Governmental Authority or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

“Tax Matters Agreement” means the Tax Matters Agreement entered into on or prior to the Separation Date among SGAI, SGASH, Cowen LLC and Cowen Inc., substantially in the form attached as Exhibit G to the Separation Agreement.

“Third Party” means any Person other than SG, any SG Subsidiary, Cowen Inc. and any Cowen Subsidiary.

“Third Party Claim” has the meaning set forth in Section 3.05(a).

“Transaction Documents” means all written agreements, instruments, understandings, assignments or other arrangements (other than this Agreement) entered into by the Parties or any of their respective Subsidiaries in connection with the Separation and the other transactions contemplated by this Agreement, including the following:  (i) the Separation Agreement, (ii) the Conveyance and Assumption Instruments; (iii) the Employee Matters Agreement; (iv) the Escrow Agreement; (v) the Stockholders Agreement; (vi) the Tax Matters Agreement; (vii) the Transition Services Agreement; (viii) any and all Leases; and (ix) any other agreements which the Parties determine are necessary or advisable in connection with the Separation and the other transactions contemplated by this Agreement and the Transaction Documents.

“Transferred Businesses” means (i) the Private Client Group division sold by SG Cowen Securities Corporation to Lehman Brothers Holdings Inc. in October 2000, (ii) the bond brokerage business sold by SG Cowen Securities Corporation to Fimat Futures, USA, Inc. in 2000, (iii) the correspondent clearing operations sold by SG Cowen Securities Corporation to BNY Clearing Services LLC in January 2000 and (iv) the SG Cowen Asset Management Business.

“Transferred Entities” means the entities set forth on Schedule 1.01(f) to the Separation Agreement.

“Transition Services Agreement” means the Transition Services Agreement entered into on or prior to the Separation Date among SG, SGAI, SGASH, Cowen LLC and Cowen Inc., substantially in the form attached as Exhibit H to the Separation Agreement.

“U.S.” or “United States” means the United States of America, including each of the 50 states thereof, the District of Columbia and Puerto Rico, but excluding all other territories and possessions.

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ARTICLE II

MUTUAL RELEASES

SECTION 2.01.Cowen Release of SG. Except as provided in Section 2.03 and in the provisos to this Section 2.01, effective as of the Separation Date, Cowen Inc. does hereby, for itself, each Cowen Subsidiary, and their respective successors and assigns, relinquish, release and forever discharge: (1) SG, each SG Subsidiary, and their respective successors and assigns; and (2) all Persons who at any time are or have been shareholders, directors, officers, agents, representatives, counsel or employees of SG or any SG Subsidiary (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (except where such Cowen Liability is caused by or related to any willful misconduct or fraud attributable to any such Person, or such Person’s violation of regulatory rules or regulations or applicable law to which SG, Cowen Inc. or any of their respective Subsidiaries is subject), in each such case from all Cowen Liabilities; provided, however, that nothing in this Section 2.01 shall relieve the Persons released in this Section 2.01 from:  (x) any Liability expressly allocated to SG or any SG Subsidiary in this Agreement (including the indemnification obligations in Section 3.02 and the contribution obligations in Section 4.02), any Principal Transaction Document or any other agreement, arrangement, commitment or understanding to the extent expressly preserved pursuant to Section 2.09(b) of the Separation Agreement; (y) any Liability the release of which would result in the release of any Person other than the Persons released in this Section 2.01; or (z) any Liability incurred by SG or any SG Subsidiary pursuant to the terms and conditions of the Service Level Agreements and relating to any period prior to the IPO, and, provided further, that nothing in this Section 2.01 shall relieve any Person released in this Section 2.01 who, after the Separation Date, is a director, officer or employee of Cowen Inc. or any of the Cowen Subsidiaries and is no longer a director, officer or employee of SG or any of the SG Subsidiaries from Liabilities arising out of, relating to or resulting from his or her service as a director, officer or employee of Cowen Inc. or any of the Cowen Subsidiaries after the Separation Date.

SECTION 2.02.SG Release of Cowen Inc. Except as provided in Section 2.03 and in the proviso to this Section 2.02, effective as of the Separation Date, SG does hereby, for itself, each SG Subsidiary, and their respective successors and assigns, relinquish, release and forever discharge: (1) Cowen Inc., Cowen LLC and each Cowen Subsidiary and their respective successors and assigns; and (2) all Persons, other than the Persons identified on Schedule 2.02, who at any time are or have been shareholders, directors, officers, agents, representatives, counsel or employees of Cowen Inc. or any Cowen Subsidiary (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (except where such SG Liability is caused by or related to any willful misconduct or fraud attributable to any such Person, or such Person’s violation of regulatory rules or regulations or applicable law to which SG, Cowen Inc. or any of their respective Subsidiaries is subject), in each such case from all SG Liabilities; provided, however, that nothing in this Section 2.02 shall relieve the Persons released in this Section 2.02 from:  (x) any Liability expressly allocated to Cowen Inc. or any Cowen Subsidiary in this Agreement (including the indemnification obligations in Section 3.01 and the contribution obligations in Section 4.02), any Principal Transaction Document or any other agreement, arrangement, commitment or understanding to the extent expressly preserved pursuant to Section 2.09(b) of the Separation Agreement; (y) any

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Liability the release of which would result in the release of any Person other than the Persons released in this Section 2.02 or (z) any Liability incurred by Cowen or any Cowen Subsidiary pursuant to the terms and conditions of the Service Level Agreements and relating to any period prior to the IPO.

SECTION 2.03.SG Obligations Not Affected. Nothing contained in this Article II shall release SG or any SG Subsidiary from honoring existing obligations, if any:  (i) to indemnify any director, officer or employee of Cowen Inc. or any of its Subsidiaries who was a director, officer or employee of SG or any SG Subsidiary on or prior to the Separation Date, to the extent such director, officer or employee was entitled to such indemnification pursuant to then existing obligations; or (ii) to provide any employment, post-employment or retirement benefits to any director, officer or employee of Cowen Inc. or any of its Subsidiaries who was a director, officer or employee of SG or any SG Subsidiary on or prior to the Separation Date, to the extent such director, officer or employee was entitled to such benefits pursuant to then existing obligations, except as otherwise provided in the Employee Matters Agreement.

SECTION 2.04.No Cowen Inc. Claims. Cowen Inc. shall not make, and shall not permit any Cowen Subsidiary to make, any claim or demand, or commence any Proceeding asserting any claim or demand, including any claim of contribution or indemnification, against SG or any SG Subsidiary or any other Person released pursuant to Section 2.01, with respect to any Liabilities released pursuant to Section 2.01.

SECTION 2.05.No SG Claims. SG shall not make, and shall not permit any SG Subsidiary to make, any claim or demand, or commence any Proceeding asserting any claim or demand, including any claim of contribution or indemnification, against Cowen Inc. or any Cowen Subsidiary or any other Person released pursuant to Section 2.02, with respect to any Liabilities released pursuant to Section 2.02.

SECTION 2.06.Subsidiary Releases. At any time, at the request of any Party, the other Party shall cause its Subsidiaries to execute and deliver releases reflecting the provisions hereof.

ARTICLE III

INDEMNIFICATION

SECTION 3.01.Indemnification by Cowen Inc. Except as otherwise specifically set forth in any provision of this Agreement (including but not limited to the penultimate paragraph of this Section 3.01) or of any Principal Transaction Document, effective as of the Separation Date, Cowen Inc. shall, to the fullest extent permitted by law, indemnify, defend and hold harmless each of the SG Indemnitees from and against all Liabilities to the extent such Liabilities relate to, arise out of or result from any of the following items (collectively, the “Cowen Indemnity Obligations”):

(a)any failure of Cowen Inc. or any Cowen Subsidiary to pay, perform or otherwise promptly discharge any Cowen Liabilities in accordance with their terms and the

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terms of this Agreement and any Transaction Document, whether prior to, on or after the Separation Date;

(b)any breach by Cowen Inc. or any Cowen Subsidiary of this Agreement or any of the Transaction Documents (including any Liabilities relating to, arising out of or resulting from such breach and payable pursuant to Section 8.16 of this Agreement but excluding any Liabilities relating to, arising out of or resulting from a breach of the representation and warranty in Section 2.01(f)(i) of the Separation Agreement), or any action by Cowen Inc. or any Cowen Subsidiary in contravention of the Certificate of Incorporation or By-Laws; and

(c)any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, with respect to all information contained in the Registration Statement, the Prospectus or any other document filed with the SEC by Cowen Inc. in connection with the IPO pursuant to the Securities Act or the Exchange Act (excluding the sections titled “Use of Proceeds”, “Certain Relationships and Related Transactions”, “Business—Regulation” and “Business—Legal Proceedings”, the Selling Stockholder Information in the section titled “Principal and Selling Stockholders”, the combined statements of financial condition and all other information which specifically relates to SG, SGASH or any other SG Subsidiary or any of their respective employees which has been furnished in writing by or on behalf of SGASH expressly for use therein).

Notwithstanding the foregoing provisions of this Section 3.01, the indemnity in this Section 3.01 for Cowen Indemnity Obligations shall not extend to a SG Indemnitee to the extent such Person is a natural person and was (a) engaged in willful misconduct, (b) engaged in fraud or (c) in violation of regulatory rules or regulations or applicable law to which SG, Cowen Inc. or any of their respective Subsidiaries is subject, in each such case in connection with the Cowen Indemnity Obligations for which indemnification is sought.

Any indemnification by Cowen Inc. of the SG Indemnitees in respect of Liabilities for Taxes shall be as set forth in the Tax Matters Agreement.

SECTION 3.02.Indemnification by SG. Except as otherwise specifically set forth in any provision of this Agreement (including but not limited to the penultimate paragraph of this Section 3.02) or of any Principal Transaction Document, effective as of the Separation Date, SG shall, to the fullest extent permitted by law, indemnify, defend and hold harmless each of the Cowen Indemnitees from and against all Liabilities to the extent such Liabilities relate to, arise out of or result from any of the following items (collectively, the “SG Indemnity Obligations”):

(a)all Liabilities (other than Cowen Liabilities) to the extent such Liabilities relate to, arise out of or result from any failure of SG or any SG Subsidiary to pay, perform or otherwise promptly discharge any SG Liabilities in accordance with their terms and the terms of this Agreement and any Transaction Documents, whether prior to, on or after the Separation Date; and

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(b)all Liabilities (other than Cowen Liabilities) to the extent such Liabilities relate to, arise out of or result from any breach by SG or any SG Subsidiary of this Agreement or any of the Transaction Documents (including any Liabilities relating to, arising out of or resulting from such breach and payable pursuant to Section 8.16 of this Agreement but excluding any Liabilities relating to, arising out of or resulting from a breach of the representation and warranty in Section 2.01(f)(ii) of the Separation Agreement) ; and

(c)all Liabilities (other than Cowen Liabilities) to the extent such Liabilities relate to, arise out of or result from any untrue statement or alleged untrue statement of a material fact made in the Registration Statement or the Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, and only to the extent, that such untrue statement or omission or alleged untrue statement or omission was contained in or omitted from (i) the section of the Prospectus titled “Use of Proceeds”, (ii) information relating solely to SG Americas Securities Holdings, Inc. (and not to Cowen Inc., any of Cowen Inc.’s officers, directors or senior employees or the beneficial ownership of Cowen Inc. following the IPO) in the section of the Prospectus titled “Principal and Selling Stockholders” (the “Selling Stockholder Information”), and (iii) information relating solely to Messrs. Kaplan and Ogier in the sections of the Prospectus titled “Management—Directors and Executive Officers”, “—Executive Compensation”, “—Option Exercises Table” and “—Security Ownership of Management and Directors.

Notwithstanding the foregoing provisions of this Section 3.01, the indemnity in this Section 3.02 for SG Indemnity Obligations shall not extend to a Cowen Indemnitee to the extent such Person is a natural person and was (a) engaged in willful misconduct, (b) engaged in fraud or (c) in violation of regulatory rules or regulations or applicable law to which SG, Cowen Inc. or any of their respective Subsidiaries is subject, in each such case in connection with the SG Indemnity Obligations for which indemnification is sought.

Any indemnification by SG of the Cowen Indemnitees in respect of Liabilities for Taxes shall be as set forth in the Tax Matters Agreement.

SECTION 3.03.Clarification of Intent.

(a)The provisions of Sections 3.01(c), 3.02(c) and 3.03(b) are solely intended to allocate responsibility for any statements and omissions in the Registration Statement and the Prospectus between SG and the SG Subsidiaries, on the one hand, and Cowen Inc., Cowen LLC and the other Cowen Subsidiaries, on the other hand, as agreed by the Parties. Nothing in Section 3.01(c), 3.02(c) or 3.03(b) shall operate to modify the other provisions of this Agreement or the Principal Transaction Documents, including the Parties’ allocation of Cowen Assets, Cowen Liabilities and SG Liabilities hereunder and thereunder.

(b)For the avoidance of doubt, (i) neither SG nor Cowen Inc. shall indemnify, defend or hold harmless the Cowen Indemnitees or SG Indemnitees, as the case may be, in respect of the section of the Prospectus titled “Certain Relationships and Related Transactions” or in respect of the combined statements of financial condition contained in the Registration

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Statement, the Prospectus or any other document filed with the SEC by Cowen Inc. in connection with the IPO pursuant to the Securities Act or the Exchange Act and (ii) other than in respect of the Selling Stockholder Information as required by Section 3.02(c), SG shall not indemnify, defend or hold harmless the Cowen Indemnitees for any portion of the Registration Statement, the Prospectus or any other document filed with the SEC by Cowen Inc. in connection with the IPO pursuant to the Securities Act or the Exchange Act.

SECTION 3.04.Indemnification Obligations Net of Insurance Proceeds and Other Amounts. The Parties intend that any Liability subject to indemnification or contribution pursuant to this Agreement or any Transaction Document:  (i) shall be reduced by any Insurance Proceeds or other amounts recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability; (ii) shall not be increased to take into account any Tax costs incurred by the Indemnitee arising from any Indemnity Payments received from the Indemnifying Party (as defined below); and (iii) shall not be reduced to take into account any Tax benefit received by the Indemnitee arising from the incurrence or payment of any Indemnity Payment. Accordingly, the amount which any Party against whom a claim is made for indemnification under this Agreement (an “Indemnifying Party”) is required to pay to any Indemnitee shall be reduced by any Insurance Proceeds or any other amounts theretofore recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of the related Liability, then the Indemnitee shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

SECTION 3.05.Procedures for Indemnification of Third Party Claims.

(a)Notice of Claims. If, at or following the date hereof, an Indemnitee receives notice or otherwise learns of the assertion or commencement by a Third Party of any Proceeding against the Indemnitee with respect to which the Indemnitee believes that Cowen Inc. (in the case of an SG Indemnitee) or SG (in the case of a Cowen Indemnitee) is obligated to provide indemnification to such Indemnitee pursuant to this Agreement or any Transaction Document (collectively, a “Third Party Claim”), such Indemnitee shall give such Indemnifying Party written notice thereof (the “Notice”) within 20 days after becoming aware of such Third Party Claim. The Notice must describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee to give the Notice as provided in this subsection (a) shall not relieve the related Indemnifying Party of its obligations under this Article III, except to the extent that such Indemnifying Party is actually materially prejudiced by such failure to give the Notice.

(b)Control of Defense. The Indemnifying Party shall have the right to conduct and control the defense of any Third Party Claim; provided, however, that:  (i) a Cowen Indemnitee may conduct and control the defense of any Third Party Claim in which no SG

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Indemnitee is a named party and a Cowen Indemnitee is a named party unless and until Cowen Inc. asserts that such Third Party Claim reasonably may involve SG Indemnity Obligations; (ii) in connection with any Third Party Claim with respect to which an SG Indemnitee is seeking indemnification under this Agreement, if within 20 days after receipt of the Notice Cowen Inc. irrevocably acknowledges and agrees in writing with SG and any SG Indemnitee that all Liabilities relating to, arising out of or resulting from the Third Party Claim are and shall remain solely Cowen Liabilities, then Cowen Inc. shall thereafter have the right to conduct and control the defense of such Third Party Claim at Cowen Inc.’s sole cost and expense; and (iii) in connection with any Third Party Claim with respect to which a Cowen Indemnitee is seeking indemnification under this Agreement, if within 20 days after receipt of the Notice SG irrevocably acknowledges and agrees with Cowen Inc. and any Cowen Indemnitee that all Liabilities relating to, arising out of or resulting from such Third Party Claim are and shall remain solely SG Liabilities, then SG shall thereafter have the right to conduct and control the defense of such Third Party Claim at SG’s sole cost and expense. If the Party otherwise entitled to conduct and control the defense of any Third Party Claim hereunder nevertheless fails to assume the defense of such Third Party Claim within 20 days, then the Indemnitee that is the subject of such Third Party Claim shall be entitled to conduct and control the defense of such Third Party Claim.

(c)Allocation of Defense Costs. Except as otherwise provided herein, the costs and expenses of the defense of any Third Party Claim shall be borne by the Indemnifying Party.

(d)Right to Monitor and Participate. An Indemnitee or Indemnifying Party that is not entitled to conduct and control the defense of any Third Party Claim nevertheless shall have the right to employ separate counsel of its own choosing to monitor and participate in the defense of any Third Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and shall not be subject to subsection (c) above; provided, however, that if there is a conflict of interest between Cowen or any Cowen Subsidiary, on the one hand, and SG or any SG Subsidiary, on the other hand, then the Indemnitee shall be entitled to employ separate counsel of its own choosing and at the reasonable expense of the Indemnifying Party.

(e)No Settlement. No Party may settle or compromise any Third Party Claim for which it is seeking to be indemnified hereunder without the prior written consent of the Party from which such indemnification is sought, which consent may not be unreasonably delayed or withheld. No Indemnifying Party may settle or compromise any Third Party Claim without the prior written consent of the Indemnitee, except where such settlement or compromise (i) is solely for monetary damages as to which the Indemnitee is fully indemnified, (ii) includes an unconditional release of the Indemnitee and (iii) does not include any admission of wrongdoing by the Indemnitee.

(f)Pending Third Party Claims. The provisions of this Article III shall apply to Third Party Claims that are already pending or asserted, including those set forth on Schedules 1.01(a) and 1.01(b), as well as Third Party Claims brought or asserted after the date hereof. There shall be no requirement to give a Notice with respect to pending Third Party Claims as such claims exist as of the Separation Date.

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(g)Cross-Claims. Except as set forth in Section 4.01(a), neither SG nor Cowen Inc. shall, nor shall they permit their respective Subsidiaries to, file claims or cross-claims against each other or each other’s Subsidiaries in a Proceeding in which a Third Party Claim is being resolved.

ARTICLE IV

CERTAIN OTHER MATTERS

SECTION 4.01.Additional Matters.

(a)Notice of Claims. Any claim for indemnity under this Agreement or any Transaction Document which does not result from a Third Party Claim must be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party; provided, that the failure by an Indemnitee to so assert any such claim shall not prejudice the ability of the Indemnitee to do so at a later time except to the extent (if any) that the Indemnifying Party would be materially prejudiced thereby. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as contemplated by this Agreement and the Principal Transaction Documents, as applicable, including, without limitation, filing third party claims or cross-claims against such Indemnifying Party in the relevant Proceeding.

(b)Subrogation. In the event of payment by or on behalf of an Indemnifying Party to an Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee shall cooperate with the Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

(c)Pursuit of Claims Against Third Parties. If (i) a Party incurs any Liability arising out of any Principal Transaction Document; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party will use commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.

(d)Currency Conversion. In the event that any indemnification payment required to be made hereunder or under any Transaction Document may be denominated in a currency other than U.S. Dollars, the amount of such payment shall be converted into U.S. Dollars using the foreign exchange rate for such currency published by the Federal Reserve Bank of New York at or about 12 noon (New York time) on the day on which the Indemnified Party

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made payment to a Third Party with respect to the indemnifiable Liability (or, if such day is not a Business Day, on the Business Day immediately preceding such day).

SECTION 4.02.Right of Contribution.

(a)Contribution by Cowen Inc. If any right of indemnification contained in Section 3.01 is held unenforceable or is unavailable for any reason, then Cowen Inc., in lieu of indemnifying the SG Indemnitees, shall contribute to the amounts paid or payable by the SG Indemnitees in such proportion as is appropriate to reflect the relative fault of Cowen Inc. and the Cowen Subsidiaries, on the one hand, and the SG Indemnitees entitled to contribution, on the other hand.

(b)Contribution by SG. If any right of indemnification contained in Section 3.02 is held unenforceable or is unavailable for any reason, then SG, in lieu of indemnifying the Cowen Indemnitees, shall contribute to the amounts paid or payable by the Cowen Indemnitees in such proportion as is appropriate to reflect the relative fault of SG and the SG Subsidiaries, on the one hand, and the Cowen Indemnitees entitled to contribution, on the other hand.

(c)Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 4.02:  (i) any fault associated with the ownership, operation or activities of the Cowen Business (other than SG Liabilities) prior to the Separation Date or in respect of the Cowen Liabilities shall be deemed to be the fault of Cowen Inc. and the Cowen Subsidiaries and no such fault shall be deemed to be the fault of SG or the SG Subsidiaries; and (ii) any fault associated with the ownership, operation or activities of the SG Business (other than Cowen Liabilities) prior to the Separation Date or in respect of the SG Liabilities shall be deemed to be the fault of SG and the SG Subsidiaries and no such fault shall be deemed to be the fault of Cowen Inc. or the Cowen Subsidiaries, provided, however, that if the foregoing allocation provided by clauses (i) and (ii) above is not permitted by applicable law, then, in each case, such allocation shall be adjusted as is appropriate to reflect not only the fault referred to in clauses (i) and (ii) above, but also the relative benefits in connection therewith as well as any other relevant equitable considerations.

(d)Contribution Procedures. The provisions of Sections 3.03 and 3.04 and Sections 4.01 through 4.06 shall govern any contribution claims.

SECTION 4.03.Covenant Not to Sue. Each Party hereby covenants and agrees that none of it, any of its Subsidiaries or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that:  (a) the assumption or retention of any Cowen Liabilities or SG Liabilities pursuant to the Separation is void or unenforceable for any reason; or (b) the provisions of this Agreement are void or unenforceable for any reason. The covenant in this Section 4.03 shall run with title to the applicable SG Assets, Cowen Assets, SG Liabilities and Cowen Liabilities, and shall bind any transferee, assignee or other Person to whom an interest in the applicable Assets or Liabilities may be transferred or assigned.

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SECTION 4.04.Remedies Cumulative. The remedies provided in this Agreement shall be cumulative and, subject to the provisions of Sections 3.04(g) and 6.01, shall not preclude assertion by any Indemnitee of any other rights or the seeking of all other remedies against any Indemnifying Party.

SECTION 4.05.Inducement. The Parties acknowledge and agree that each Party’s willingness to cause, effect and consummate the Separation has been conditioned upon and induced by the Parties’ covenants and agreements in this Agreement and the Transaction Documents, including the Parties’ assumption and/or retention of specified Liabilities pursuant to the Separation and the provisions of the Transaction Documents and the Parties’ covenants and agreements contained in this Agreement.

SECTION 4.06.Post-Separation Date Conduct. The Parties acknowledge that, after the Separation Date, each Party will be independent of the other Party, with responsibility for its own actions and inactions and its own Liabilities relating to, arising out of or resulting from the conduct of its business following the Separation Date, except as may otherwise be provided in any Principal Transaction Document, and each Party shall (except as otherwise provided in this Agreement, including Sections 3.01 and 3.02) use reasonable best efforts to prevent such Liabilities from being borne inappropriately by the other Party.

SECTION 4.07.Late Payments. Except as provided in any Transaction Document, any amount not paid when due pursuant to this Agreement or any Transaction Document (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within 30 days of the date of such bill, invoice or other demand) shall accrue interest at a rate per annum equal to the Prime Rate plus 2%.

ARTICLE V

COOPERATION; CONFIDENTIALITY

SECTION 5.01.Other Agreements Providing for Exchange of Information. The rights and obligations granted under this Article V are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange, retention or confidential treatment of Information set forth in the Separation Agreement or any other Principal Transaction Documents.

SECTION 5.02.Production of Witnesses; Records; Cooperation.

(a)Availability of Witnesses and Information Generally. After the Separation Date, except in the case of an adversarial Proceeding by one Party or any of its Subsidiaries, officers, directors or employees against another Party or any of its Subsidiaries, officers, directors or employees, each Party shall use commercially reasonable efforts to make available to the other Parties, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such Party or its Subsidiaries as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such Person (giving consideration to business and personal demands of such directors, officers, employees, other personnel and agents) or books, records or

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other documents may reasonably be required in connection with any Proceeding (including the creation or establishment of due diligence defenses) in which the requesting Party may from time to time be involved, regardless of whether such Proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all reasonable out of pocket costs and expenses incurred by the other Parties in connection with their compliance with such request.

(b)Availability of Witnesses and Information to Indemnifying Party. If an Indemnifying Party chooses to defend or to seek to compromise or settle any Third Party Claim, the other Party shall use commercially reasonable efforts to make available to such Indemnifying Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such Party or its Subsidiaries as witnesses and any books, records or other information within its control or which it otherwise has the ability to make available, to the extent that any such Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other information may reasonably be required in connection with such defense, settlement or compromise, or the prosecution, evaluation or pursuit thereof, as the case may be, and shall otherwise cooperate in such defense, settlement or compromise, or such prosecution, evaluation or pursuit, as the case may be; provided, however, that such other Party, subject to Section 5.02(f), shall not be obligated to produce any books, records or other information if such other Party reasonably believes, after consultation with its counsel, that the production of such books, records or other information would cause the forfeiture of an attorney-client privilege that is applicable to such books, records or other information and entering into a joint defense agreement as contemplated by Section 5.02(f) is not practicable or appropriate.

(c)Cooperation Generally. Without limiting any provision of this Section 5.02, the Parties shall cooperate and consult, and shall cause each of their respective Subsidiaries, officers, employees and agents to cooperate and consult to the extent necessary or advisable with respect to any Proceedings (other than a Proceeding by one Party or any of its Subsidiaries against the other Party or any of its Subsidiaries).

(d)Infringement Claims. Each Party acknowledges, on its own behalf and on behalf of its Subsidiaries, that it has no basis to believe that the business or any act, product, technology or service (including products, technology or services currently under development) of the other Party infringes, dilutes or misappropriates any intellectual property of a Third Party or constitutes unfair competition or trade practices under the laws of any jurisdiction. Without limiting any provision of this Section 5.02, each of the Parties agrees to cooperate, and to cause each of its respective Subsidiaries to cooperate, with each other in the defense of any infringement or similar claim by a Third Party with respect to any intellectual property and shall not claim to acknowledge, or permit any of its respective Subsidiaries to claim to acknowledge, the validity, enforceability or infringing use of any intellectual property of a Third Party in a manner that would hamper or undermine the defense by the other Party or its Subsidiaries of such infringement or similar claim.

(e)Business Conflicts to be Disregarded. The obligation of the Parties to provide witnesses pursuant to this Section 5.02 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses those officers and employees

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designated by the Party seeking such witness, without regard to whether the witness or the employer of the witness could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 5.02(a)).

(f)Joint Defense Agreement. In connection with any matter contemplated by this Section 5.02, the Parties will negotiate in good faith to enter into a mutually acceptable joint defense agreement where appropriate so as to maintain to the extent practicable any applicable attorney-client privilege, work product immunity or other applicable privileges or immunities of each of the Parties and their respective Subsidiaries.

SECTION 5.03.Confidentiality.

(a)Confidentiality. Subject to Section 5.04, SG, on behalf of itself and each SG Subsidiary, and Cowen Inc., on behalf of itself and each Cowen Subsidiary, agrees to hold, and to cause its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives to hold, in strict confidence, with at least the same degree of care that applies to SG’s confidential and proprietary information pursuant to policies in effect as of the Separation Date, all Information concerning the other (or its business) and the other’s Subsidiaries (or their respective businesses) that is either in its possession (including Information in its possession prior to the Separation Date) or furnished by the other or the other’s Subsidiaries or their respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives at any time pursuant to this Agreement or any Transaction Document, and shall not use any such Information other than for such purposes as may be expressly permitted hereunder or thereunder, except, in each case, in connection with the prosecution of claims for indemnity or to the extent that such Information has been: (i) in the public domain through no fault of such Party or its Subsidiaries or any of their respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives; (ii) later lawfully acquired from other sources by such Party (or any of its Subsidiaries) which sources are not themselves bound by a confidentiality obligation; or (iii) independently generated without reference to any proprietary or confidential Information of the other Party.

(b)No Release; Return or Destruction. Each Party agrees not to release or disclose, or permit to be released or disclosed, any Information addressed in Section 5.03(a) to any other Person, except its directors, officers, employees, agents, accountants, counsel and other advisors and representatives who need to know such Information, and except in compliance with this Section 5.03 and Section 5.04. Without limiting the foregoing, when any Information furnished by the other Party after the Separation Date pursuant to this Agreement or any Transaction Document is no longer needed for the purposes contemplated by this Agreement or any Transaction Document, each Party shall, at such Party’s option, promptly after receiving a written request from the other Party either return to the other Party all such Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the other Party that it has destroyed such Information (and such copies thereof and such notes, extracts or summaries based thereon); provided, however, that each Party may retain copies of such Information if necessary to satisfy applicable regulatory requirements.

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SECTION 5.04.Protective Arrangements. In the event that SG or Cowen Inc. or any of their respective Subsidiaries either determines on the advice of its counsel that it is required to disclose any Information pursuant to applicable law or the rules or regulations of any Governmental Authority or receives any demand under lawful process or from any Governmental Authority to disclose or provide Information of another Party (or such other Party’s Subsidiaries) that is subject to the confidentiality provisions hereof, the Party contemplating such disclosure shall notify the other Party prior to disclosing or providing such Information and shall cooperate at the expense of the requesting Party in seeking any reasonable protective arrangements requested by such other Party. Subject to the foregoing, the Party that received such request, or its Subsidiaries, may thereafter disclose or provide Information to the extent required by such law (as so advised by counsel) or by lawful process or such Governmental Authority.

ARTICLE VI

DISPUTE RESOLUTION

SECTION 6.01.Disputes.

(a)Agreement to Arbitrate Disputes. The Parties acknowledge that, from time to time after the Separation Date, a controversy, dispute or claim may arise relating to a Party’s rights or obligations under this Agreement. The Parties agree that any controversy, dispute or claim (whether arising in contract, tort or otherwise) arising out of or in connection with the performance or breach of this Agreement, including any question regarding its enforcement, existence, validity, interpretation or termination shall be resolved by binding arbitration.

(b)Conduct of the Arbitration. An arbitration conducted pursuant to this Article VI shall be administered by and held before the American Arbitration Association (“AAA”) in accordance with the laws of the State of New York and the AAA’s then current Commercial Arbitration Rules. Notwithstanding the foregoing, no pre-hearing discovery shall be permitted unless specifically authorized by the arbitration panel, provided, however, that unless the Parties agree otherwise, there shall be no pre-hearing depositions or interrogatories. Any hearing or authorized discovery shall take place in New York City, unless the Parties agree otherwise.

(c)Composition and Selection of Panel:  Unless the Parties agree otherwise, the arbitration panel shall consist of three persons appointed by the AAA from its National Roster pursuant to Rule R-11 of the AAA’s Commercial Arbitration Rules.

(d)Limitations on Available Relief. The arbitration panel shall have no authority or jurisdiction to award consequential, exemplary or punitive damages.

(e)Confidentiality. The Parties agree that any arbitration commenced pursuant to this Article VI shall be and remain confidential, and the Parties shall not make any public statements concerning any arbitration, except to the extent that disclosure of or any statement concerning any arbitration is, in the opinion of counsel for one of the Parties, required by law or applicable rules or regulations.

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(f)Final and Binding Nature of Arbitration Award. Any award rendered by the arbitrators shall be final and binding between the Parties and judgment thereon may be entered in any court of competent jurisdiction. If a Party seeks to vacate or to appeal an award rendered by the arbitration panel and such Party’s motion to vacate is denied or its appeal is unsuccessful, then that Party shall pay the costs and expenses, including reasonable attorneys’ fees, of the prevailing Party.

ARTICLE VII

TERMINATION

SECTION 7.01.Termination. This Agreement may not be terminated except by an agreement in writing signed by all of the Parties.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.01.Counterparts; Entire Agreement; Facsimile Signatures.

(a)Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be as effective as delivery of an executed original of such counterpart to this Agreement.

(b)Entire Agreement. This Agreement, the Transaction Documents and the exhibits, schedules and annexes hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein. Notwithstanding any other provisions in this Agreement to the contrary, in the event and to the extent that there is a conflict between the provisions of this Agreement and the provisions of any Principal Transaction Document, the provisions of such Principal Transaction Document shall control.

(c)Facsimile Signatures. Each Party acknowledges that it and the other Parties may execute this Agreement by facsimile, stamp or mechanical signature. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature made in its respective name as if it were a manual signature, agrees that it shall not assert that any such signature is not adequate to bind such Party to the same extent as if it were signed manually and agrees that at the reasonable request of the other Party at any time it shall as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof).

SECTION 8.02.Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York, irrespective of

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the choice of laws principles of the State of New York, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies.

SECTION 8.03.Assignability. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns; provided, however, that no Party hereto may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Parties hereto. Notwithstanding the foregoing, this Agreement shall be assignable in whole in connection with a merger or consolidation or the sale of all or substantially all of the Assets of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party.

SECTION 8.04.Third Party Beneficiaries. Except for the indemnification rights under this Agreement of any SG Indemnitee or Cowen Indemnitee in their respective capacities as such and for the releases under Article II of any Person provided therein: (a) the provisions of this Agreement are solely for the benefit of the Parties and their respective Subsidiaries, after giving effect to the Separation, and are not intended to confer upon any Person except the Parties and their respective Subsidiaries, after giving effect to the Separation, any rights or remedies hereunder; and (b) there are no other Third Party beneficiaries of this Agreement and this Agreement shall not provide any other Third Party with any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

SECTION 8.05.Notices. All notices or other communications under this Agreement must be in writing and shall be deemed to be duly given: (a) when delivered in person; (b) upon transmission via confirmed facsimile transmission, provided that such transmission is followed by delivery of a physical copy thereof in person, via U.S. first class mail, or via a private express mail courier; or (c) two days after deposit with a private express mail courier, in any such case addressed as follows:

If to SG:

Société Générale

1221 Avenue of the Americas
New York, New York 10020
Attn:  General Counsel, SG Americas

Facsimile:  (212) 278-7432

With a copy to:

Mayer, Brown, Rowe & Maw LLP
1675 Broadway
New York, New York  10019
Attn:  James B. Carlson
Facsimile:  (212) 262-1910

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If to Cowen:

Cowen Group, Inc.
1221 Avenue of the Americas
New York, New York 10020
Attn:  General Counsel
Facsimile:  (646) 562-1861

With a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY  10036-6522
Attn:Lou R. Kling
Thomas W. Greenberg
Facsimile:  (212) 735-2000

Any Party may, by notice to the other Party, change the address to which such notices are to be given.

SECTION 8.06.Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon a suitable and equitable provision to effect the original intent of the Parties.

SECTION 8.07.Force Majeure. No Party shall be deemed in default of this Agreement to the extent that any delay or failure in the performance of its obligations under this Agreement results from any cause beyond its reasonable control and without its fault or negligence, such as acts of God, acts of Governmental Authority, embargoes, epidemics, war, riots, insurrections, acts of terrorism, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any failure in electrical or air conditioning equipment. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay.

SECTION 8.08.Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 8.09.Survival of Covenants. Except as expressly set forth in this Agreement, the covenants, releases, indemnities, representations and warranties contained in this

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Agreement, and liability for the breach of any obligations contained herein, shall survive the Separation Date and shall remain in full force and effect thereafter.

SECTION 8.10.Subsidiaries. SG shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any SG Subsidiary and Cowen Inc. shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Cowen Subsidiary.

SECTION 8.11.Waivers. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Party hereto entitled to enforce such term, but such waiver shall be effective only if it is in a writing signed by the Party hereto against whom the existence of such waiver is asserted. Unless otherwise expressly provided in this Agreement, no delay or omission on the part of any Party hereto in exercising any right or privilege under this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any Party hereto of any right or privilege under this Agreement operate as a waiver of any other right or privilege under this Agreement nor shall any single or partial exercise of any right or privilege preclude any other or further exercise thereof or the exercise of any other right or privilege under this Agreement. No failure by any Party to take any action or assert any right or privilege hereunder shall be deemed to be a waiver of such right or privilege in the event of the continuation or repetition of the circumstances giving rise to such right unless expressly waived in writing by the Party hereto against whom the existence of such waiver is asserted.

SECTION 8.12.Amendments. No provisions of this Agreement shall be deemed amended, supplemented or modified unless such amendment, supplement or modification is in writing and signed by an authorized representative of each of the Parties.

SECTION 8.13.Interpretation. Words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires. The terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. Article and Section references are to the Articles and Sections to this Agreement unless otherwise specified. Unless otherwise stated, all references to any agreement shall be deemed to include the exhibits, schedules and annexes to such agreement. The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified. The word “or” shall not be exclusive. Unless otherwise specified in a particular case, the word “days” refers to calendar days. References herein to this Agreement or any Transaction Document shall be deemed to refer to this Agreement or such Transaction Document as of the Separation Date and as it may be amended thereafter, unless otherwise specified. References to the performance, discharge or fulfillment of any Liability in accordance with its terms shall have meaning only to the extent such Liability has terms; if the Liability does not have terms, the reference shall mean performance, discharge or fulfillment of such Liability.

SECTION 8.14.Mutual Drafting. This Agreement and the Transaction Documents shall be deemed to be the joint work product of the Parties and any rule of

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construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

SECTION 8.15.No Right to Set-Off. Each Party shall pay the full amount of any payments, costs and disbursements required under this Agreement, and shall not set off, counterclaim or otherwise withheld any other amount owed by such Party to other Persons on account of any obligation owed by other Persons to such Party.

SECTION 8.16.Enforcement Costs. In the event that a Party breaches any provision of this Agreement, such Party agrees to reimburse the non-breaching Parties for all expenses related to the enforcement by the non-breaching Parties of their respective legal rights under this Agreement, including but not limited to the non-breaching Parties’ respective attorneys’ fees, court costs, administrative fees and all other costs, fees and expenses incurred by the non-breaching Parties that are associated with enforcing their respective legal rights hereunder.

SECTION 8.17.Remedies. In the event of a breach by a Party of its obligations under this Agreement, each other Party, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. Each Party agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of any provision of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it will waive the defense that a remedy at law would be adequate.

* * * * *

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.

SOCIÉTÉ GÉNÉRALE
By:	/s/ Jean-Philippe Coulier
	Name:	Jean-Philippe Coulier
	Title:	Chief Operating Officer, Americas
SG AMERICAS SECURITIES HOLDINGS, INC.
By:	/s/ Jean-Philippe Coulier
	Name:	Jean-Philippe Coulier
	Title:	President
COWEN AND COMPANY, LLC
By:	/s/ Christopher A. White
	Name:	Christopher A. White
	Title:	Chief Administrative Officer
COWEN GROUP, INC.
By:	/s/ Christopher A. White
	Name:	Christopher A. White
	Title:	Vice President

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EX-10.19

Exhibit 10.19

EXECUTION COPY

ESCROW AGREEMENT

by and among

SG AMERICAS SECURITIES HOLDINGS, INC.,

COWEN GROUP, INC.

COWEN AND COMPANY, LLC

and

JPMORGAN CHASE BANK, N.A.

Dated as of July 12, 2006

This ESCROW AGREEMENT (this “Agreement”), dated as of July 12, 2006, is by and among SG AMERICAS SECURITIES HOLDINGS, INC., a Delaware corporation (“SGASH”), COWEN GROUP, INC., a Delaware corporation (“Cowen Inc.”), COWEN AND COMPANY, LLC, a Delaware limited liability company (“Cowen LLC”) and JPMORGAN CHASE BANK, N.A., a national banking association (the “Escrow Agent”). Capitalized terms which are used but not otherwise defined in this Agreement have the meaning assigned to such terms in the Separation Agreement (as defined below).

WHEREAS, SGASH, Cowen Inc. and Cowen LLC are parties to that certain Separation Agreement, dated as of July 11, 2006 (the “Separation Agreement”), pursuant to which the Cowen Business is separated from the SGASH Business (the “Separation”);

WHEREAS, SGASH, Cowen Inc. and Cowen LLC are also parties to that certain Indemnification Agreement, dated as of the date hereof (the “Indemnification Agreement”) pursuant to which SGASH has agreed to indemnify Cowen LLC against, among other things, any liability Cowen may incur in respect of certain specified contingent liabilities identified in Schedule 2.02(b) to the Separation Agreement (the “Contingent Liabilities”) to the extent such liabilities are not paid out of the Escrow Fund (as defined below);

WHEREAS, in connection with the Separation, Cowen LLC will deliver to the Escrow Agent $72,315,741 in cash, which amount equals the amount of the Closing Litigation Reserve, as such term is defined in the Separation Agreement (the “Initial Escrow Amount”);

WHEREAS, the Initial Escrow Amount shall be held pursuant to the terms and conditions of this Agreement;

WHEREAS, the funds held by Escrow Agent from time to time pursuant to this Agreement, together with all income accrued thereon which has not been distributed pursuant to this Agreement, are collectively referred to herein as the “Escrow Fund.”

NOW, THEREFORE, in consideration of the mutual undertakings contained herein, the parties hereto agree as follows:

1.Appointment of Escrow Agent; Creation of Escrow Fund. SGASH, Cowen Inc. and Cowen LLC hereby appoint the Escrow Agent to serve as escrow agent under the terms of this Agreement. Cowen LLC will deliver the Initial Escrow Amount to the Escrow Agent to establish the Escrow Fund upon execution of this Agreement. The Escrow Agent hereby agrees to hold and dispose of the Escrow Fund, and to act as escrow agent, in accordance with all the terms, conditions and provisions of this Agreement. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent in the investment indicated on Schedule I hereto or such other investments as shall be directed jointly in writing by SGASH and Cowen Inc. and as shall be reasonably acceptable to the Escrow Agent. In the absence of written instruction from the parties, hereto regarding an investment, the Escrow Agent will invest the funds in a JPMorgan Money Market Account.

2.Escrow Account. During the term of this Agreement, the Escrow Agent shall hold the Escrow Fund in a segregated account maintained by the Escrow Agent (the “Escrow Account”). The Escrow Agent shall not dispose of the Escrow Fund except as expressly set forth in this Agreement or as otherwise instructed in a writing signed by SGASH.

3.Adjustments; Disbursements from the Escrow Fund. Except as provided in this Section 3, the Escrow Agent shall only distribute the Escrow Fund in accordance with the written instructions of the officers of SGASH set forth on Schedule III hereto, which may be amended by SGASH from time to time in respect of SG Persons.

(a)Adjustments to Litigation Reserve and Escrow Fund. SGASH shall periodically review and, if appropriate, after consultation with Cowen Inc. and Cowen Inc.’s outside auditors, adjust the Litigation Reserve Amount and Litigation Reserve Sub-Amounts (each as defined below) if the adjustment in the reserves for the Contingent Liabilities to which such Litigation Reserve Amount and Litigation Reserve Sub-Amount is required in accordance with generally accepted accounting principles.

(b)Litigation Reserve Amount and Litigation Reserve Sub-Amounts, Defined.

(i)As used in this Agreement, “Litigation Reserve Amount” shall mean the Closing Litigation Reserve, as adjusted from time to time pursuant to Section 3(a) of this Agreement.

(ii)As used in this Agreement, “Litigation Reserve Sub-Amounts” shall mean the specified reserve amounts allocated by SG to each of the matters set forth on Schedule 2.02(b) to the Separation Agreement, which specified amounts shall in the aggregate equal the Closing Litigation Reserve, as adjusted from time to time pursuant to Section 3(a) of this Agreement.

(c)Payment of Contingent Liabilities from Escrow Fund. If at any time prior to the Termination Date (as hereinafter defined), SGASH reasonably determines in good faith, in accordance with the Indemnification Agreement and Separation Agreement, that a Contingent Liability is to be paid or if there is any judgment or settlement requiring payment that has not been made by SG or SGASH, SGASH shall provide prompt written notice of such payment to the Escrow Agent and Cowen LLC (a “Notice of Claim”). Promptly following its receipt of any Notice of Claim,

(i)the Escrow Agent shall withdraw from the Escrow Fund and pay to the Person(s) designated as payee(s) in the Notice of Claim by the due date specified in the Notice of Claim an amount equal to the lesser of (i) the aggregate amount of the claims asserted in the Notice of Claim or (ii) the balance in the Escrow Fund on the date of payment.

(ii)if the Escrow Fund as of the date the Escrow Agent received the Notice of Claim is less than the aggregate amount of the claims asserted in the Notice of Claim, SGASH or an SGASH Subsidiary designated by SGASH shall pay the amount of the shortfall to the payee(s) designated in the Notice of Claim by the due date specified in the Notice of Claim.

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(iii)if immediately after making the payment(s) described in the Notice of Claim, the Escrow Fund is greater than the Litigation Reserve Amount, as most recently determined by SGASH pursuant to Section 3(a), SGASH shall instruct the Escrow Agent to, and the Escrow Agent shall, promptly distribute the amount of the difference to SGASH or the SGASH Subsidiary designated by SGASH.

(d)Adjustment Disbursement. If at any time prior to the Termination Date, SGASH, in accordance with Section 3(a), decreases a Litigation Reserve Sub-Amount, SGASH may instruct the Escrow Agent to, and the Escrow Agent shall, distribute to SGASH or the SGASH Subsidiary designated by SGASH, an amount equal to the amount of such decrease.

(e)Statements. Within ten (10) Business Days following the last day of each calendar month (each a “Month End”) during the term of this Agreement, the Escrow Agent shall provide to SGASH and Cowen LLC, at no additional cost, a statement reflecting the dollar amount of the Escrow Fund, including all income accrued thereon which has not been distributed, as at the applicable Month End. As used herein, “Business Day” means any day that is not a Saturday, a Sunday or a day on which the Escrow Agent is required or permitted to be closed for business.

(f)Return of Interest Earned on Escrow Fund. Within ten (10) Business Days following the last day of each calendar quarter (each a “Quarter End”) during the term of this Agreement, the Escrow Agent shall, without further instructions from SGASH and in the manner contemplated by Section 3(h) below, distribute to SGASH any interest earned on the Escrow Fund and not yet distributed to SGASH as of such Quarter End.

(g)Release of Escrow Fund. On the Termination Date, the Escrow Agent shall distribute to SGASH an amount equal to the balance of the Escrow Fund. As used herein, “Termination Date” means the date on which the Escrow Agent and Cowen LLC receive notice from SGASH in accordance with Section 7 that SGASH has determined, after consultation with Cowen Inc. and Cowen Inc.’s outside auditors, that the Litigation Reserve Amount may be adjusted to Zero U.S. Dollars ($0.00) pursuant to Section 3(a).

(h)Method of Distributions. Any amount distributed to SGASH or Cowen LLC pursuant to this Agreement shall be paid in U.S. Dollars. Unless otherwise instructed by the party to whom funds are to be released, the Escrow Agent shall liquidate assets in the Escrow Fund to the extent that sufficient cash is not available in the Escrow Fund at the time any such distribution is to be made and shall pay the proceeds thereof to SGASH or Cowen LLC, as applicable, in accordance with this Section 3(h). Unless otherwise instructed by the party to whom funds are to be released, any distribution from the Escrow Fund to SGASH or Cowen LLC shall be paid by wire transfer of immediately available funds to the account and in accordance with the wire transfer instructions designated for such party on Schedule III attached hereto or to such other account as SGASH or Cowen LLC, as applicable, may designate in writing.

(i)Call-Back Schedule. In the event fund transfer instructions are given, whether in writing, by facsimile or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule III attached hereto, and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs and

4

signatures for the fund transfer instructions set forth for a party on Schedule III attached hereto may be changed only in writing signed by such party actually received and acknowledged by the Escrow Agent. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by SGASH or Cowen LLC to identify (i) the beneficiary, (ii) the beneficiary’s bank or (iii) an intermediary bank. All fund transfer instructions must include the signature of the person(s) listed on Schedule III attached hereto, as amended from time to time in accordance with this Agreement. The parties to this Agreement acknowledge that these security procedures are commercially reasonable.

4.Liability of Escrow Agent. The Escrow Agent’s duties and obligations under this Agreement shall be determined solely by the express provisions of this Agreement and the Escrow Agent shall not have any duties or responsibilities except as expressly provided in this Agreement. The Escrow Agent shall not be obligated to recognize, and shall not have any liability or responsibility arising under, any agreement to which the Escrow Agent is not a party, even though reference thereto may be made herein. With respect to the Escrow Agent’s responsibility, SGASH, Cowen Inc. and Cowen LLC further agree that:

(a)The Escrow Agent shall not be liable to anyone whomsoever by reason of any error of judgment or for any act done or step taken or omitted by the Escrow Agent, or for any mistake of fact or law or anything which the Escrow Agent may do or refrain from doing in connection herewith, except to the extent caused by or arising out of the Escrow Agent’s gross negligence or willful misconduct. The Escrow Agent may consult with counsel and accountants of its own choice and execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it and shall have full and complete authorization and protection for any action taken or suffered by the Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel or accountants. SGASH, Cowen Inc. and Cowen LLC shall jointly and severally indemnify and hold the Escrow Agent and its directors, agents and employees harmless from and against any and all liability and expense which may arise out of any action taken or omitted by the Escrow Agent in accordance with this Agreement, except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss. This Section 4(a) shall survive notwithstanding any termination of this Agreement or the Escrow Agent’s resignation. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

(b)SGASH and Cowen LLC may examine the records pertaining to the Escrow Fund at any time during normal business hours at the Escrow Agent’s office upon twenty-four (24) hours’ prior notice.

(c)The provisions of this Agreement are solely for the benefit of the parties hereto, their successors, permitted assigns and heirs and to no other person whomsoever.

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(d)No succession to, or assignment of, the interest of SGASH, Cowen Inc. or Cowen LLC shall be binding upon the Escrow Agent unless and until written evidence of such succession or assignment, in form reasonably satisfactory to the Escrow Agent, has been delivered to and acknowledged by the Escrow Agent.

(e)The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notices, requests or instructions signed by the proper parties or bearing a signature or signatures believed by the Escrow Agent in good faith to be the genuine signatures of the proper parties and shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its reasonable opinion, conflict with any of the provisions of this Agreement, it shall notify SGASH and Cowen LLC of such fact and request that they direct the Escrow Agent in writing as to the appropriate action.

(f)In case any property held by the Escrow Agent shall be attached, garnished or levied upon under a court order, or the delivery thereof shall be stayed or enjoined by a court order, or any writ, order, judgment or decree shall be made or entered by any court, or any order, judgment or decree shall be made or entered by any court affecting the property deposited under this Agreement or any part thereof, the Escrow Agent is hereby expressly authorized to obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, and in case the Escrow Agent obeys or complies with any such writ, order, judgment or decree, the Escrow Agent shall not be liable to SGASH and Cowen LLC or to any other person by reason of such compliance in connection with such litigation. SGASH agrees to pay to the Escrow Agent on demand its reasonable and documented costs, attorneys’ fees, charges, disbursements and expenses in connection with such litigation.

(g)The Escrow Agent reserves the right to resign at any time by giving written notice of resignation to SGASH, Cowen Inc. and Cowen LLC specifying the effective date thereof, provided that the Escrow Agent shall continue to perform all of its duties and obligations set forth hereunder until the distribution of the property held hereunder to a successor escrow agent. Within sixty (60) days after receiving such notice, SGASH and Cowen LLC jointly shall appoint a successor escrow agent to which the Escrow Agent may distribute the property then held hereunder. If a successor escrow agent has not been appointed and has not accepted such appointment by the end of such thirty-day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent, and SGASH shall bear all reasonable and documented costs, expenses and attorney’s fees which are incurred by the Escrow Agent in connection with such proceeding.

5.Compensation of the Escrow Agent. SGASH agrees to pay the Escrow Agent upon execution of this Agreement and from time to time thereafter reasonable compensation for services to be rendered by the Escrow Agent hereunder, which unless otherwise agreed in writing by SGASH and the Escrow Agent shall be as set forth on Schedule II attached hereto, and further agrees to pay or reimburse the Escrow Agent upon request for all reasonable and documented expenses, disbursements and advances, including reasonable attorney’s fees and expenses, incurred or made by the Escrow Agent in connection with the performance or any necessary modification or the termination of this Agreement.

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6.Tax Reporting. SGASH, Cowen Inc. and Cowen LLC agree to provide the Escrow Agent upon execution of this Agreement with certified tax identification numbers for each of them by furnishing appropriate Forms W-9 (or Forms W-8, in the case of non-U.S. persons) and other forms and documents that the Escrow Agent may reasonably request (collectively, “Tax Reporting Documentation”). The parties hereto understand that if such Tax Reporting Documentation is not so certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code, as it may be amended from time to time, to withhold a portion of any interest or other income earned on the investment of monies or other property held by the Escrow Agent pursuant to this Agreement. The Parties hereby agree that notwithstanding the terms of the Separation Agreement or any other Ancillary Agreement, solely for United States federal income tax purposes (a) the Escrow Fund shall be treated as funded by a distribution of the Initial Escrow Amount from Cowen LLC to SGASH prior to the Separation followed by a contribution of such amount to the Escrow Fund by SGASH and (b) SGASH shall be treated as the owner of the Escrow Fund assets. Accordingly, SGASH shall include in its Tax Returns all income, gain, losses, deductions and credits with respect to the Escrow Fund assets. This Section 6 shall survive notwithstanding any termination of this Agreement.

7.Notices. Any notice, request, demand or other communication given by any party under this Agreement (each a “notice”) shall be in writing, may be given by a party or its legal counsel, and shall be deemed to be duly given (i) when personally delivered or (ii) upon delivery by an internationally recognized express courier service which provides evidence of delivery or (iii) when four (4) Business Days have elapsed after its transmittal by registered or certified mail, postage prepaid, return receipt requested, addressed to the party to whom directed at that party’s address as it appears below or another address of which that party has given notice or (iv) when delivered by confirmed facsimile transmission if a copy thereof is also delivered in person or by overnight courier. Notices of address change shall be effective only upon receipt notwithstanding the provisions of the foregoing sentence.

Notices to SGASH:

Société Générale

1221 Avenue of the Americas
New York, New York 10020
Attn:  General Counsel, SG Americas

Facsimile:  (212) 278-7432

with a copy (which shall not constitute notice to SGASH) to:

Mayer, Brown, Rowe & Maw LLP
1675 Broadway
New York, New York  10019
Attn:  James B. Carlson
Facsimile:  (212) 262-1910

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Notices to Cowen and Cowen LLC:

Cowen Group, Inc.
1221 Avenue of the Americas
New York, New York 10020
Attn:  General Counsel
Facsimile:  (646) 562-1861

with a copy (which shall not constitute notice to Cowen) to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY  10036-6522
Attn: Lou R. Kling
         Thomas W. Greenberg
Facsimile: (212) 735-2000

Notices to Escrow Agent:

JPMorgan Chase Bank, N.A.

Worldwide Securities Services

4 New York Plaza, 21st Floor

New York, NY 10004
Attention:  Glenn Sturman

Facsimile:  (212) 623-6168

Notwithstanding the above, in the case of communications delivered to the Escrow Agent pursuant to clause (ii) or (iii) of this Section 7, such communications shall be deemed to have been given on the date received by the Escrow Agent. In the event that the Escrow Agent, in its sole discretion, shall reasonably determine that an emergency exists, the Escrow Agent may use such other means of communication as the Escrow Agent deems appropriate, provided that such notice shall be effective only upon actual receipt by the intended recipient.

8.Binding Effect; Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

9.Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement.

10.No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any person.

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11.Headings. The headings used in this Agreement are for convenience of reference only and do not constitute a part of this Agreement and will not be deemed to limit, characterize or in any way affect any provision of this Agreement, and all provisions of this Agreement will be enforced and construed as if no heading had been used in this Agreement.

12.Counterparts. This Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one person, but all such counterparts taken together will constitute one and the same instrument.

13.Governing Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement, even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

14.Account Opening Information. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT IN THE UNITED STATES AND/OR FOR NON-U.S. ACCOUNTS:  To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. When an account is opened, the Escrow Agent will ask for information that will allow it to identify relevant parties.

15.Merger of Escrow Agent. Any corporation into which the Escrow Agent in its individual capacity may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Escrow Agent in its individual capacity shall be a party, or any corporation to which substantially all the corporate trust business of the Escrow Agent in its individual capacity may be transferred, shall be the Escrow Agent under this Agreement without further act, provided that, upon any merger, conversion, consolidation of the Escrow Agent or transfer of its interest in this Agreement or its corporate trust business, SGASH and Cowen may mutually agree in writing to appoint a replacement escrow agent.

16.Force Majeure. In the event that any party hereto is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other cause reasonably beyond its control, the Escrow Agent shall not be liable for damages to the other parties for any damages resulting from such failure to perform otherwise from such causes. Performance under this Agreement shall resume when the Escrow Agent is able to perform substantially.

*       *       *       *

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IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement on the day and year first above written.

SG AMERICAS SECURITIES HOLDINGS, INC.
By:	/s/ Jean-Philippe Coulier
Name:	Jean-Philippe Coulier
Title:	President
COWEN GROUP, INC.
By:	/s/ Christopher A. White
Name:	Christopher A. White
Title:	Vice President
COWEN AND COMPANY, LLC
By:	/s/ Christopher A. White
Name:	Christopher A. White
Title:	Chief Administrative Officer
JPMORGAN CHASE BANK, N.A.
By:	/s/ Saverio A. Lunetta
Name:	Saverio A. Lunetta
Title:	Vice President

Escrow Agreement

EX-10.20

Exhibit 10.20

COWEN GROUP, INC.
2006 EQUITY AND INCENTIVE PLAN

1.PURPOSE; TYPES OF AWARDS; CONSTRUCTION.

The purposes of the 2006 Equity and Incentive Plan of Cowen Group, Inc. are to attract, motivate and retain (a) employees of the Company and any of its Subsidiaries and Affiliates, (b) independent contractors who provide significant services to the Company or any of its Subsidiaries or Affiliates and (c) non-employee directors of the Company or any of its Subsidiaries or Affiliates.  The Plan is also designed to encourage stock ownership by such persons, thereby aligning their interest with those of the Company’s shareholders.

2.DEFINITIONS.  For purposes of the Plan, the following terms shall be defined as set forth below:

(a)“2006 IPO” means the initial public offering of the Company’s common stock which was completed on July 12, 2006, prior to which the Company was a wholly-owned subsidiary of SG Americas Securities Holdings, Inc.

(b)“Affiliate” with respect to any Person, means an affiliate of such Person, as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

(c)“Award” means individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units or Other Stock-Based Awards or Other Cash-Based Awards.

(d)“Award Agreement” means any written agreement, contract, or other instrument or document evidencing an Award.

(e)“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

(f)“Board” means the Board of Directors of the Company.

(g)“Cause” shall have the meaning set forth in the Grantee’s applicable Award Agreement.

(h)“Change in Control” shall have the meaning set forth in Section 7(b) hereof.

(i)“Code” means the Internal Revenue Code of 1986, as amended from time to time.

(j)“Committee” means the committee established by the Board to administer the Plan.  To the extent required by applicable law or the listing requirements of the national securities exchange on which the Stock may be listed, or to the extent deemed desirable by the Board, the Committee shall consist of not less than two directors who shall be appointed from time to time by, and shall serve at the pleasure of, the Board and who are (a) “non-employee directors” under Rule 16b-3 of the Exchange Act, (b) “outside directors” under Section 162(m) of the Code and (c) “independent directors” pursuant to the national securities exchange on which the Stock may be listed, as applicable.

(k)“Company” means Cowen Group, Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation.

(l)“Covered Employee” shall have the meaning set forth in Section 162(m)(3) of the Code.

(m)“Disability” shall have the meaning set forth in the Grantee’s applicable Award Agreement.

(n)“Effective Date” means the date that the Plan was adopted by the Board of Directors of the Company, subject to stockholder approval and consummation of the 2006 IPO.

(o)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and as now or hereafter construed, interpreted and applied by regulations, rulings and cases.

(p)“Fair Market Value” as of a particular date shall mean, (i) the average of the high and low sales price of the Stock reported on the national securities exchange on which the Stock is principally traded, for the last preceding date on which there was a sale of such Stock on such exchange, or (ii) if the shares of Stock are then traded in an over-the-counter market, the average of the closing bid and asked prices for the shares of Stock in such over-the-counter market for the last preceding date on which there was a sale of such Stock in such market, or (iii) if the shares of Stock are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Committee, in its sole discretion, shall determine in good faith, taking into account the valuation of the Company performed not less frequently than annually by an independent third party valuation firm.  In the case of Awards granted in connection with the 2006 IPO, “Fair Market Value” shall mean the per share “price to public” of the Company’s common stock in the 2006 IPO as set forth in the final prospectus of the Company dated the effective date of the 2006 IPO and filed with the Securities and Exchange Commission.

(q)“Grantee” means a person who, as an employee of or independent contractor or non-employee director with respect to the Company or a Subsidiary or an Affiliate of the Company, has been granted an Award under the Plan.

(r)“NQSO” means any Option that is designated as a nonqualified stock option.

(s)“Option” means a right, granted to a Grantee under Section 6(b)(i), to purchase shares of Stock.  Only NQSOs may be granted under the Plan.

(t)“Other Cash-Based Award” means an Award granted to a Grantee under Section 6(b)(v) hereof, including cash awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan.

(u)“Other Stock-Based Award” means an Award granted to a Grantee pursuant to Section 6(b)(v) hereof, that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock including but not limited to performance units, stock appreciation rights (payable in shares), restricted stock units or dividend equivalents, each of which may be subject to the attainment of Performance Goals or a period of continued employment or other terms and conditions as permitted under the Plan.

(v)“Performance Goals” means performance goals based on one or more of the following criteria: (i) earnings including operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or

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extraordinary or special items or book value per share (which may exclude nonrecurring items); (ii) pre-tax income or after-tax income; (iii) earnings per common share (basic or diluted); (iv) operating profit; (v) revenue, revenue growth or rate of revenue growth; (vi) return on assets (gross or net), return on investment, return on capital, or return on equity; (vii) returns on sales or revenues; (viii) operating expenses; (ix) stock price appreciation; (x) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xi) implementation or completion of critical projects or processes; (xii) economic value created; (xiii) cumulative earnings per share growth; (xiv) operating margin or profit margin; (xv) common stock price or total stockholder return; (xvi) cost targets, reductions and savings, productivity and efficiencies; (xvii) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons; (xviii) personal professional objectives, including any of the foregoing performance goals, the implementation of policies and plans, the negotiation of transactions, the development of long term business goals, formation of joint ventures, research or development collaborations, and the completion of other corporate transactions; and (xix) any combination of, or a specified increase in, any of the foregoing.  Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company or a Subsidiary or Affiliate of the Company, or a division or strategic business unit of the Company, or may be applied to the performance of the Company relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee.  The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur).  Each of the foregoing Performance Goals shall be determined in accordance with generally accepted accounting principles and shall be subject to certification by the Committee; provided that the Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any Subsidiary or Affiliate of the Company or the financial statements of the Company or any Subsidiary or Affiliate of the Company, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles.

(w)“Person” shall have the meaning set forth in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (1) the Company or any of its Subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, (4) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, (5) SG Americas Securities Holdings, Inc., or any Affiliate of SG Americas Securities Holdings, Inc., or (6) any person or entity who is eligible, pursuant to Rule 13d-1(b) of the

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Exchange Act, to file a statement on Schedule 13G with respect to its beneficial ownership of the Company’s Stock, whether or not such person or entity shall have filed a Schedule 13G, unless such person or entity shall have filed a Schedule 13D with respect to beneficial ownership of the Company’s Stock.

(x)“Plan” means this Cowen Group, Inc. 2006 Equity and Incentive Plan, as amended from time to time.

(y)“Restricted Stock” means a share of Stock that is subject to restrictions set forth in the Plan or any Award Agreement.

(z)“Restricted Stock Unit” means a right granted to a Grantee under Section 6(b)(iv) to receive Stock or cash at the end of a specified deferral period, which right may be conditioned on the satisfaction of specified performance or other criteria.

(aa)“Rule 16b-3” means Rule 16b-3, as from time to time in effect promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act, including any successor to such Rule.

(bb)“Stock” means shares of Class A common stock, par value $0.01 per share, of the Company.

(cc)“Stock Appreciation Right” or “SAR” means the right, granted to a Grantee under Section 6(b)(ii), to be paid an amount measured by the appreciation in the Fair Market Value of Stock from the date of grant to the date of exercise of the right.

(dd)“Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

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3.ADMINISTRATION.

(a)At the discretion of the Board, the Plan shall be administered either (i) by the Board or (ii) by the Committee.  In the event the Board is the administrator of the Plan, references herein to the Committee shall be deemed to include the Board.  The Board may from time to time appoint a member or members of the Committee in substitution for or in addition to the member or members then in office and may fill vacancies on the Committee however caused.  The Committee shall choose one of its members as chairman and shall hold meetings at such times and places as it shall deem advisable.  A majority of the members of the Committee shall constitute a quorum and any action may be taken by a majority of those present and voting at any meeting.  The Board or the Committee may appoint and delegate to another committee (“Management Committee”) any or all of the authority of the Board or the Committee, as applicable, with respect to Awards to Grantees other than Grantees who are subject to potential liability under Section 16(b) of the 1934 Act with respect to transactions involving equity securities of the Company at the time any such delegated authority is exercised.  With respect to Awards that are intended to meet the performance-based compensation exception of Section 162(m) of the Code and that are made to a Grantee who is expected to be a Covered Employee, such delegation shall not include any authority which, if exercised by the Management Committee rather than by the Committee, would cause the Grantee’s Award to fail to meet such exception.

(b)Any action may also be taken without the necessity of a meeting by a written instrument signed by a majority of the Committee.  The decision of the Committee as to all questions of interpretation and application of the Plan shall be final, binding and conclusive on all persons.  The Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the power and authority either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including without limitation, the authority to grant Awards, to determine the persons to whom and the time or times at which Awards shall be granted, to determine the type and number of Awards to be granted, the number of shares of Stock to which an Award may relate and the terms, conditions, restrictions and Performance Goals relating to any Award; to determine Performance Goals no later than such time as is required to ensure that an underlying Award which is intended to comply with the requirements of Section 162(m) of the Code so complies; to determine whether, to what extent, and under what circumstances an Award may be settled, cancelled, forfeited, accelerated, exchanged, or surrendered; to make adjustments in the terms and conditions (including Performance Goals) applicable to Awards; to construe and interpret the Plan and any Award; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the Award Agreements (which need not be identical for each Grantee); and to make all other determinations deemed necessary or advisable for the administration of the Plan.  Notwithstanding the foregoing and except as otherwise provided in Section 5(b) hereof, the Committee shall not have the power or authority to lower the exercise price of an outstanding Option or SAR, nor shall the Committee have the power or authority to settle, cancel or exchange any outstanding Option or SAR in consideration for the grant of a new Option or SAR with a lower exercise price nor may any Option be granted with a reload mechanism allowing for an automatic grant of a new Option upon exercise of an outstanding Option.  The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement granted hereunder in the manner and to the extent it shall deem expedient to carry the Plan into effect and shall be the sole and final judge of such expediency.  No Committee member (or member of the Management Committee) shall be liable for any action or determination made with respect to the Plan or any Award.

4.ELIGIBILITY.

Awards may be granted to officers, independent contractors, employees and non-employee directors of the Company or of any of its Subsidiaries and Affiliates.

5.STOCK SUBJECT TO THE PLAN.

(a)The maximum number of shares of Stock reserved for the grant or settlement of Awards under the Plan (the “Share Limit”) shall be 1,698,459, and shall be subject to adjustment as provided in

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section (b) herein.  Awards shall only be granted in a fair and reasonable manner to a broad selection of Grantees, as determined by the Committee.  The aggregate Awards granted during any fiscal year to any single individual shall not exceed (i) 1,500,000 shares subject to Options or Stock Appreciation Rights and (ii) 1,500,000 shares subject to Restricted Stock or Other Stock-Based Awards (other than Stock Appreciation Rights), in each case subject to adjustment as provided in subsection (b) herein.  Determinations made in respect of the limitation set forth in the preceding sentence shall be made in a manner consistent with Section 162(m) of the Code.  Such shares may, in whole or in part, be authorized but unissued shares or treasury shares.  If any shares subject to an Award are forfeited, cancelled, exchanged or surrendered or if an Award otherwise terminates or expires without a distribution of shares to the Grantee, the shares of stock with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Plan.  Notwithstanding the foregoing, shares of Stock that are exchanged by a Grantee or withheld by the Company as full or partial payment in connection with any Award under the Plan, as well as any shares of Stock exchanged by a Grantee or withheld by the Company or any of its Subsidiaries to satisfy the tax withholding obligations related to any Award under the Plan, shall not be available for subsequent Awards under the Plan.  Upon the exercise of any Award granted in tandem with any other Awards, such related Awards shall be cancelled to the extent of the number of shares of Stock as to which the Award is exercised and, notwithstanding the foregoing, such number of shares shall no longer be available for Awards under the Plan.

(b)Except as provided in an Award Agreement or as otherwise provided in the Plan, in the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Stock, or other property), recapitalization, Stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects the Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Grantees under the Plan, then the Committee shall make such equitable changes or adjustments as it deems necessary or appropriate to any or all of (i) the number and kind of shares of Stock or other property (including cash) that may thereafter be issued in connection with Awards or the total number of Awards issuable under the Plan, (ii) the number and kind of shares of Stock or other property issued or issuable in respect of outstanding Awards, (iii) the exercise price, grant price or purchase price relating to any Award, (iv) the Performance Goals and (v) the individual limitations applicable to Awards; provided that, no such adjustment shall cause any Award hereunder which is subject to Section 409A of the Code (“Section 409A”) to fail to comply with the requirements of such section or otherwise cause any award that does not otherwise provide for a deferral of compensation under Section 409A to become subject to Section 409A.

6.SPECIFIC TERMS OF AWARDS.

(a)General.  The term of each Award shall be for such period as may be determined by the Committee.  Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or a Subsidiary or Affiliate of the Company upon the grant, maturation, or exercise of an Award may be made in such forms as the Committee shall determine at the date of grant or thereafter, including, without limitation, cash, Stock, or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis subject to compliance with Section 409A.

(b)Awards.  The Committee is authorized to grant to Grantees the following Awards, as deemed by the Committee to be consistent with the purposes of the Plan.  The Committee shall determine the terms and conditions of such Awards at the date of grant or thereafter.

(i)Options.  The Committee is authorized to grant Options to Grantees on the following terms and conditions:

(A)Type of Award.  The Award Agreement evidencing the grant of an Option under the Plan shall designate that the Option is an NQSO.

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(B)Exercise Price.  The exercise price per share of Stock purchasable under an Option shall be determined by the Committee, but in no event shall the exercise price of an Option per share of Stock be less than the Fair Market Value of a share of Stock as of the date of grant of such Option.  The purchase price of Stock as to which an Option is exercised shall be paid in full at the time of exercise; payment may be made in cash, which may be paid by check, or other instrument acceptable to the Company, or, with the consent of the Committee, in shares of Stock, valued at the Fair Market Value on the date of exercise (including shares of Stock that otherwise would be distributed to the Grantee upon exercise of the Option) or by surrender of outstanding Awards under the Plan, or the Committee may permit such payment of exercise price by any other method it deems satisfactory in its discretion.  In addition, subject to applicable law and pursuant to procedures approved by the Committee, payment of the exercise price may be made through the sale of Stock acquired on exercise of the Option, valued at Fair Market Value on the date of exercise, sufficient to pay for such Stock (together with, if requested by the Company, the amount of federal, state or local withholding taxes payable by Grantee by reason of such exercise).  Any amount necessary to satisfy applicable federal, state or local tax withholding requirements shall be paid promptly upon notification of the amount due.

(C)Term and Exercisability of Options.  Options shall be exercisable over the exercise period (which exercise period shall not exceed ten years from the date of grant) at such times and upon such conditions as the Committee may determine, as reflected in the Award Agreement; provided that, the Committee shall have the authority to accelerate the exercisability of any outstanding Option at such time and under such circumstances as it, in its sole discretion, deems appropriate.  Notwithstanding the foregoing and subject to accelerated vesting, no Option may be exercisable prior to the first anniversary of the date of grant of such Option.

(D)Termination of Employment. Upon termination of employment with or service to the Company or any Affiliate or Subsidiary of the Company (or any other entity for which the Stock constitutes “service recipient Stock” within the meaning of Section 409A), all unvested Options shall immediately terminate and be forfeited; provided, that the Award Agreement may provide that such forfeiture conditions relating to the Options will be waived in whole or in part in the event of terminations resulting from specified causes.

(E)Other Provisions.  Options may be subject to such other conditions including, but not limited to, restrictions on transferability of the shares acquired upon exercise of such Options (or proceeds of sale thereof), as the Committee may prescribe in its discretion or as may be required by applicable law.

(ii)SARs.

(A)Independent or Tandem Awards.  SARs may be granted independently or in tandem with an Option. An SAR granted in tandem with an Option shall be exercisable only to the extent the underlying Option is exercisable.  Payment of an SAR may be made in cash, Stock, or property as specified in the Award Agreement or determined by the Committee.

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(B)Terms.  An SAR shall confer on the Grantee a right to receive an amount with respect to each share subject thereto, upon exercise thereof, equal to the excess of (1) the Fair Market Value of one share of Stock on the date of exercise over (2) the grant price of the SAR (which in the case of an SAR granted in tandem with an Option shall be equal to the exercise price of the underlying Option, and which in the case of any other SAR shall be such price as the Committee may determine but not less than Fair market Value on the date of grant).

(iii)Restricted Stock.

(A)Terms.  The Committee may grant Awards of Restricted Stock, alone or in tandem with other Awards under the Plan, subject to such restrictions, terms and conditions, as the Committee shall determine in its sole discretion and as shall be evidenced by the applicable Award Agreement (provided that any such Award is subject to the vesting requirements described herein).  The vesting of a Restricted Stock Award granted under the Plan may be conditioned upon the completion of a specified period of employment or service with the Company or any Subsidiary or Affiliate of the Company, upon the attainment of specified Performance Goals, and/or upon such other criteria as the Committee may determine in its sole discretion.

(B)Price.  The Committee shall determine the price, if any, to be paid by the Grantee for each share of Restricted Stock or unrestricted stock or stock units subject to the Award.  Each Award Agreement with respect to such stock award shall set forth the amount (if any) to be paid by the Grantee with respect to such Award and when and under what in circumstances such payment is required to be made.

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(C)Non-Transferability.  The Committee may, upon such terms and conditions as the Committee determines, provide that a certificate or certificates representing the shares underlying a Restricted Stock Award shall be registered in the Grantee’s name and bear an appropriate legend specifying that such shares are not transferable and are subject to the provisions of the Plan and the restrictions, terms and conditions set forth in the applicable Award Agreement, or that such certificate or certificates shall be held in escrow by the Company on behalf of the Grantee until such shares become vested or are forfeited.  Except as provided in the applicable Award Agreement, no shares of Stock underlying a Restricted Stock Award may be assigned, transferred, or otherwise encumbered or disposed of by the Grantee until such shares of Stock have vested in accordance with the terms of such Award.

(D)Voting and Dividends.  If and to the extent that the applicable Award Agreement may so provide, a Grantee shall have the right to vote and receive dividends on Restricted Stock granted under the Plan, including cash dividends.  Unless otherwise provided in the applicable Award Agreement, any Stock received as a dividend on or in connection with a stock split of the shares of Stock underlying a Restricted Stock Award shall be subject to the same restrictions as the shares of Stock underlying such Restricted Stock Award.

(E)Termination of Employment.  Upon termination of employment with or service to the Company or any Affiliate or Subsidiary of the Company (including by reason of such Subsidiary or Affiliate ceasing to be a Subsidiary or Affiliate of the Company), during the applicable restriction period, Restricted Stock shall be forfeited; provided, that the Award Agreement may provide that restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Stock.

(iv)Restricted Stock Units.

(A)Terms.  The Committee is authorized to grant Restricted Stock Units to the Grantees which shall be subject to a deferral period as set forth in the applicable Award Agreement.  Delivery of Stock or cash, as determined by

the Committee, will occur upon expiration of the deferral period specified for Restricted Stock Units in the Award Agreement.  In addition, the Committee may determine that the deferral period shall expire only upon the attainment of Performance Goals.  The Grantee shall be entitled to receive dividend equivalents which shall accrue and be paid to the Grantee at the end of the Company’s fiscal quarter in which such dividend is paid to the stockholders of the Company.

(B)Separation from Service.  Upon a “separation from service” (as defined under Section 409A and guidance promulgated thereunder) with the Company or any Subsidiary or Affiliate of the Company (or with any other entity for which the Stock constitutes “service recipient stock”

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within the meaning of Section 409A), during the applicable deferral period or portion thereof to which forfeiture conditions apply, or upon failure to satisfy any other conditions precedent to the delivery of Stock or cash to which such Restricted Stock Units relate, all Restricted Stock Units and any accrued but unpaid dividend equivalents that are then subject to deferral or restriction shall be forfeited; provided, that the Award Agreement may provide that restrictions or forfeiture conditions relating to Restricted Stock Units will be waived in whole or in part in the event of termination resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Stock Units.

(v)Other Stock-Based or Cash-Based Awards.

(A)Terms.  The Committee is authorized to grant Awards to Grantees in the form of Other Stock-Based Awards or Other Cash-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan.  The Committee shall determine the terms and conditions of such Awards, consistent with the terms of the Plan, at the date of grant or thereafter, including the Performance Goals and performance periods.

(B)Maximum Payment Value.  With respect to a Covered Employee, the maximum value of the aggregate payment that any Grantee may receive with respect to Other Cash-Based Awards pursuant to this Section 6(b)(v) in respect of any annual performance period is $10 million and for any other performance period in excess of one year, such amount multiplied by a fraction, the numerator of which is the number of months in the performance period and the denominator of which is twelve.  No payment shall be made to a Covered Employee prior to the certification by the Committee that the Performance Goals have been attained.  The Committee may establish such other rules applicable to the Other Stock- or Cash-Based Awards to the extent not inconsistent with Section 162(m) of the Code.

(C)Adjustment of Payments.  Payments earned in respect of any Cash-Based Award may be decreased or, with respect to any Grantee who is not a Covered Employee, increased in the sole discretion of the Committee based on such factors as it deems appropriate.  Notwithstanding the foregoing, any Awards may be adjusted in accordance with Section 5(b) hereof.

7.CHANGE IN CONTROL PROVISIONS.

(a)Unless otherwise determined by the Committee, upon the occurrence of a Change in Control, all outstanding Awards shall become fully vested and exercisable and all restrictions, forfeiture conditions or deferral periods on any outstanding Awards shall immediately lapse and payment under any Awards shall become due, as applicable.

(b)A “Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(i)any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing more than forty percent (40%) of the combined voting power of the Company’s then outstanding voting securities, excluding any Person who

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becomes such a Beneficial Owner in connection with a transaction described in clause (A) of paragraph (iii) below; or

(ii)the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the on the first trading day of the Company’s common stock following the 2006 IPO (the “2006 IPO Date”), constitute the Boardand any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the 2006 IPO Date or whose appointment, election or nomination for election was previously so approved or recommended by such directors, provided, however, that no Change in Control for this purpose shall be deemed to occur by virtue of (A) the resignation, removal, retirement, or other departure of any directors nominated or designated by SG Americas Securities Holdings, Inc., (B) the death, disability, retirement or voluntary resignation of any directors, or (C) the resignation, removal or other departure of any director under circumstances involving cause or under circumstances involving the affirmative vote, approval or acceptance of such departure by a majority of the remaining directors; or

(iii)there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, other than (A) a merger or consolidation which results in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing more than forty percent (40%) of the combined voting power of the Company’s then outstanding securities; or

(iv)the stockholders of the Company approve a plan of liquidation or dissolution of the Company or there is consummated an agreement for the sale or other disposition, directly or indirectly, by the Company of all or substantially all of the Company’s assets, other than such sale or other disposition by the Company of all or substantially all of the Company’s assets to an entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale and other than a sale.

8.GENERAL PROVISIONS.

(a)Nontransferability, Deferrals and Settlements.  Unless otherwise provided in an Award Agreement, Awards shall not be transferable by a Grantee except by will or the laws of descent and distribution or a transfer to a family member or family-related trust pursuant to a gift or domestic relations order.  Except with respect to Options, SARs and restricted Stock, the Committee may require or permit Grantees to elect to defer the issuance of shares of Stock, or the settlement of Awards in cash under such

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rules and procedures as established under the Plan to the extent that such deferral complies with Section 409A of the Code and any regulations or guidance promulgated thereunder.  It may also provide that deferred settlements include the payment or crediting of interest on the deferral amounts.

(b)No Right to Continued Employment, etc.  Nothing in the Plan or in any Award granted or any Award Agreement, promissory note or other agreement entered into pursuant hereto shall confer upon any Grantee the right to continue in the employ or service of the Company or any of its Subsidiaries or Affiliates or to be entitled to any remuneration or benefits not set forth in the Plan or such Award Agreement, promissory note or other agreement or to interfere with or limit in any way the right of the Company or any such Subsidiary or Affiliate to terminate such Grantee’s employment or service.

(c)Taxes.  The Company or any Subsidiary or Affiliate of the Company is authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Stock, or any other payment to a Grantee, amounts of withholding and other taxes due in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Grantees to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award.  This authority shall include authority to withhold or receive Stock or other property with a Fair Market Value not in excess of the minimum amount required to be withheld and to make cash payments in respect thereof in satisfaction of a Grantee’s tax obligations.

(d)Stockholder Approval; Amendment and Termination.  The Plan became effective on the Effective Date. The Board may amend, alter or discontinue the Plan, provided that no amendment, alteration, waiver or discontinuation shall be made that would impair the rights of a Grantee under any Award theretofore granted without such Grantee’s consent; and provided further that no amendment that requires stockholder approval under any applicable law or the regulations of any stock exchange shall be effective unless and until such stockholder approval is obtained.  Notwithstanding anything herein to the contrary, the Company shall not agree to any across the board modification, amendment or waiver of any Award Agreement with respect to options and restricted stock that has been granted concurrently with the 2006 IPO (“Initial Awards”), other than a modification, amendment or waiver that is made by the Company, with the approval of the Board or the Committee, due to a change in applicable law that would, in the absence of such modification, amendment or waiver, have a material adverse impact on the Company or Grantees who hold Initial Awards; provided further, the Company shall not agree to any modification, amendment or waiver, on a case-by-case basis, of the Plan or any Award Agreements applicable to Initial Awards, other than a modification, amendment or waiver that each member of the Board has been notified of in writing, either before or following such modification, amendment or waiver.  The Company shall not consistently or repetitively fail to enforce the provisions of the Plan or any Award Agreements applicable to Initial Awards.  Unless earlier terminated by the Board pursuant to the provisions of the Plan, the Plan shall terminate on the tenth anniversary of its Effective Date.  No Awards shall be granted under the Plan after such termination date.

(e)No Rights to Awards; No Stockholder Rights.  No Grantee shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Grantees.  Except as provided specifically herein, a Grantee or a transferee of an Award shall have no rights as a stockholder with respect to any shares covered by the Award until the date of the issuance of a stock certificate to him or her for such shares.

(f)Unfunded Status of Awards.  The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation.  With respect to any payments not yet made to a Grantee pursuant to an Award, nothing contained in the Plan or any Award shall give any such Grantee any rights that are greater than those of a general creditor of the Company.

(g)No Fractional Shares.  No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award.  The Committee shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

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(h)Regulations and Other Approvals or Requirements.

(i)The obligation of the Company to sell or deliver Stock with respect to any Award granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee.

(ii)Each Award is subject to the requirement that, if at any time the Committee determines, in its absolute discretion, that the listing, registration or qualification of Stock issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Stock, no such Award shall be granted or payment made or Stock issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee.

(iii)In the event that the disposition of Stock acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and is not otherwise exempt from such registration, such Stock shall be restricted against transfer to the extent required by the Securities Act or regulations thereunder, and the Committee may require a Grantee receiving Stock pursuant to the Plan, as a condition precedent to receipt of such Stock, to represent to the Company in writing that the Stock acquired by such Grantee is acquired for investment only and not with a view to distribution.

(i)Governing Law.  The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Delaware without giving effect to the conflict of laws principles thereof.

(j)Compliance with Laws.

(i)The Plan is intended to comply with the requirements of Section 409A of the Code and shall be interpreted accordingly.  In the event that any provision of this Plan would or may cause any Award under the Plan to fail to comply with Section 409A, such provision may be deemed null and void and the Company and the Grantee agree to amend or restructure any Award Agreement, to the extent necessary and appropriate to avoid adverse tax consequences under Section 409A.

(ii)The Plan is intended to comply with the requirements of Section 162(m) and Rule 16b-3 of the Exchange Act and shall be interpreted accordingly.

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EX-10.21

Exhibit 10.21

COWEN GROUP, INC.
2007 EQUITY AND INCENTIVE PLAN

1.PURPOSE; TYPES OF AWARDS; CONSTRUCTION.

The purposes of the 2007 Equity and Incentive Plan of Cowen Group, Inc. are to attract, motivate and retain (a) employees of the Company and any of its Subsidiaries and Affiliates, (b) independent contractors who provide significant services to the Company or any of its Subsidiaries or Affiliates and (c) non-employee directors of the Company or any of its Subsidiaries or Affiliates. The Plan is also designed to encourage stock ownership by such persons, thereby aligning their interest with those of the Company’s shareholders.

2.DEFINITIONS. For purposes of the Plan, the following terms shall be defined as set forth below:

(a)“Affiliate” with respect to any Person, means an affiliate of such Person, as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

(b)“Award” means individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units or Other Stock-Based Awards or Other Cash-Based Awards.

(c)“Award Agreement” means any written agreement, contract, or other instrument or document evidencing an Award.

(d)“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

(e)“Board” means the Board of Directors of the Company.

(f)“Cause” shall have the meaning set forth in the Grantee’s applicable Award Agreement.

(g)“Change in Control” shall have the meaning set forth in Section 7(b) hereof.

(h)“Code” means the Internal Revenue Code of 1986, as amended from time to time.

(i)“Committee” means the committee established by the Board to administer the Plan. To the extent required by applicable law or the listing requirements of the national securities exchange on which the Stock may be listed, or to the extent deemed desirable by the Board, the Committee shall consist of not less than two directors who shall be appointed from time to time by, and shall serve at the pleasure of, the Board and who are (a) “non-employee directors” under Rule 16b-3 of the Exchange Act, (b) “outside directors” under Section 162(m) of the Code and (c) “independent directors” pursuant to the national securities exchange on which the Stock may be listed, as applicable.

(j)“Company” means Cowen Group, Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation.

(k)“Covered Employee” shall have the meaning set forth in Section 162(m)(3) of the Code.

(l)“Disability” shall have the meaning set forth in the Grantee’s applicable Award Agreement.

(m)“Effective Date” means the date that the Plan was adopted by the Board of Directors of the Company, subject to stockholder approval.

(n)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and as now or hereafter construed, interpreted and applied by regulations, rulings and cases.

(o)“Fair Market Value” means, with respect to any property (including, without limitation, any Stock or other securities), the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. Except as otherwise provided by the Committee, the Fair Market Value of a share of Stock as of a given date shall be the closing sales price for one share of Stock on the NASDAQ Global Market or such other national securities market or exchange as may at the time be the principal market for the Stock, or if the Stock is not traded on such national securities market or exchange on such date, then on the next preceding date on which the Stock was traded.

(p)“Grantee” means a person who, as an employee of or independent contractor or non-employee director with respect to the Company or a Subsidiary or an Affiliate of the Company, has been granted an Award under the Plan.

(q)“New Hire and Retention Award Committee” means the committee of one or more individuals established by the Board or the Committee pursuant to Section 3(a).

(r)“NQSO” means any Option that is designated as a nonqualified stock option.

(s)“Option” means a right, granted to a Grantee under Section 6(b)(i), to purchase shares of Stock. Only NQSOs may be granted under the Plan.

(t)“Other Cash-Based Award” means an Award granted to a Grantee under Section 6(b)(v) hereof, including cash awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan.

(u)“Other Stock-Based Award” means an Award granted to a Grantee pursuant to Section 6(b)(v) hereof, that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock including but not limited to performance units, stock appreciation rights (payable in shares), restricted stock units or dividend equivalents, each of which may be subject to the attainment of Performance Goals or a period of continued employment or other terms and conditions as permitted under the Plan.

(v)“Performance Goals” means performance goals based on one or more of the following criteria: (i) earnings including operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or extraordinary or special items or book value per share (which may exclude nonrecurring items); (ii) pre-tax income or after-tax income; (iii) earnings per common share (basic or diluted); (iv) operating profit; (v) revenue, revenue growth or rate of revenue growth; (vi) return on assets (gross or net), return on investment, return on capital, or return on equity; (vii) returns on sales or revenues; (viii) operating expenses; (ix) stock price appreciation; (x) cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations or cash flow in excess of cost of capital; (xi) implementation or completion of critical projects or processes; (xii) economic value created; (xiii) cumulative earnings per share growth; (xiv) operating margin or profit margin; (xv) common stock price or total stockholder return; (xvi) cost targets, reductions and savings, productivity and efficiencies; (xvii) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions and budget comparisons; (xviii) personal professional objectives, including any of the foregoing performance goals, the implementation of policies and plans, the negotiation of transactions, the development of long term business goals, formation of joint ventures, research or development collaborations and the completion of other corporate transactions; and (xix) any combination of, or a specified increase in, any of the foregoing. Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company or a Subsidiary or Affiliate of the

Company, or a division or strategic business unit of the Company, or may be applied to the performance of the Company relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur). Each of the foregoing Performance Goals shall be determined in accordance with generally accepted accounting principles and shall be subject to certification by the Committee; provided that the Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any Subsidiary or Affiliate of the Company or the financial statements of the Company or any Subsidiary or Affiliate of the Company, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles.

(w)“Person” shall have the meaning set forth in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (1) the Company or any of its Subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, (4) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, or (5) any person or entity who is eligible, pursuant to Rule 13d-1(b) of the Exchange Act, to file a statement on Schedule 13G with respect to its beneficial ownership of the Company’s Stock, whether or not such person or entity shall have filed a Schedule 13G, unless such person or entity shall have filed a Schedule 13D with respect to beneficial ownership of the Company’s Stock.

(x)“Plan” means this Cowen Group, Inc. 2007 Equity and Incentive Plan, as amended from time to time.

(y)“Restricted Stock” means a share of Stock that is subject to restrictions set forth in the Plan or any Award Agreement.

(z)“Restricted Stock Unit” means a right granted to a Grantee under Section 6(b)(iv) to receive Stock or cash at the end of a specified deferral period, which right may be conditioned on the satisfaction of specified performance or other criteria.

(aa)“Rule 16b-3” means Rule 16b-3, as from time to time in effect promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act, including any successor to such Rule.

(bb)“Stock” means shares of Class A common stock, par value $0.01 per share, of the Company.

(cc)“Stock Appreciation Right” or “SAR” means the right, granted to a Grantee under Section 6(b)(ii), to be paid an amount measured by the appreciation in the Fair Market Value of Stock from the date of grant to the date of exercise of the right.

(dd)“Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

3.ADMINISTRATION.

(a)At the discretion of the Board, the Plan shall be administered either (i) by the Board or (ii) by the Committee. In the event the Board is the administrator of the Plan, references herein to the Committee shall be deemed to include the Board. The Board may from time to time appoint a member or members of the Committee in substitution for or in addition to the member or members then in office and may fill vacancies on the Committee however caused. The Committee shall choose one of its members as chairman and shall hold meetings at such times and places as it shall deem advisable. A majority of the members of the Committee shall constitute a quorum and any action may be taken by a majority of those present and voting at any meeting. The Board or the Committee may appoint and delegate to another committee (“New Hire and Retention Award Committee”) any or all of the authority of the Board or the Committee, as applicable, with respect to Awards to Grantees other than Grantees who are subject to potential liability under Section 16(b) of the 1934 Act with respect to transactions involving equity securities of the Company at the time any such delegated authority is exercised. With respect to Awards that are intended to meet the performance-based compensation exception of Section 162(m) of the Code and that are made to a Grantee who is expected to be a Covered Employee, such delegation shall not include any authority which, if exercised by the New Hire and Retention Award Committee rather than by the Committee, would cause the Grantee’s Award to fail to meet such exception.

(b)Any action may also be taken without the necessity of a meeting by a written instrument signed by a majority of the Committee. The decision of the Committee as to all questions of interpretation and application of the Plan shall be final, binding and conclusive on all persons. The Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the power and authority either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including without limitation, the authority to grant Awards, to determine the persons to whom and the time or times at which Awards shall be granted, to determine the type and number of Awards to be granted, the number of shares of Stock to which an Award may relate and the terms, conditions, restrictions and Performance Goals relating to any Award; to determine Performance Goals no later than such time as is required to ensure that an underlying Award which is intended to comply with the requirements of Section 162(m) of the Code so complies; to determine whether, to what extent, and under what circumstances an Award may be settled, cancelled, forfeited, accelerated, exchanged, or surrendered; to make adjustments in the terms and conditions (including Performance Goals) applicable to Awards; to construe and interpret the Plan and any Award; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the Award Agreements (which need not be identical for each Grantee); and to make all other determinations deemed necessary or advisable for the administration of the Plan. Notwithstanding the foregoing and except as otherwise provided in Section 5(b) hereof, the Committee shall not have the power or authority to (i) lower the exercise price of an outstanding Option or SAR, (ii) settle, cancel or exchange any outstanding Option or SAR in consideration for the grant of a new Option or SAR with a lower exercise price or for consideration in cash or other equity securities of the Company, or (iii) grant any Option with a reload mechanism allowing for an automatic grant of a new Option upon exercise of an outstanding Option, without in each such instance obtaining stockholder approval. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement granted hereunder in the manner and to the extent it shall deem expedient to carry the Plan into effect and shall be the sole and final judge of such expediency. No Committee member (or member of the New Hire and Retention Award Committee) shall be liable for any action or determination made with respect to the Plan or any Award.

4.ELIGIBILITY.

Awards may be granted to officers, independent contractors, employees and non-employee directors of the Company or of any of its Subsidiaries and Affiliates (as long as the affiliation is sufficient that the Company stock is “service recipient stock” for purposes of Section 409A) as well as any individual to whom an offer of employment has been extended.

5.STOCK SUBJECT TO THE PLAN.

(a)The maximum number of shares of Stock reserved for the grant or settlement of Awards under the Plan (the “Share Limit”) shall be 4,500,180, and shall be subject to adjustment as provided in section 5(b) herein. The aggregate Awards granted during any fiscal year to any single individual shall not exceed (i) 750,000 shares subject to Options or Stock Appreciation Rights and (ii) 750,000 shares subject to Restricted Stock or Other Stock-Based Awards (other than Stock Appreciation Rights), in each case subject to adjustment as provided in subsection (b) herein. Determinations made in respect of the limitation set forth in the preceding sentence shall be made in a manner consistent with Section 162(m) of the Code. Such shares may, in whole or in part, be authorized but unissued shares or treasury shares. If any shares subject to an Award are forfeited, cancelled, exchanged or surrendered or if an Award otherwise terminates or expires without a distribution of shares to the Grantee, the shares of stock with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Plan. Notwithstanding the foregoing, shares of Stock that are exchanged by a Grantee or withheld by the Company as full or partial payment in connection with any Award under the Plan, as well as any shares of Stock exchanged by a Grantee or withheld by the Company or any of its Subsidiaries to satisfy the tax withholding obligations related to any Award under the Plan, shall not be available for subsequent Awards under the Plan. Upon the exercise of any Award granted in tandem with any other Awards, such related Awards shall be cancelled to the extent of the number of shares of Stock as to which the Award is exercised and, notwithstanding the foregoing, such number of shares shall no longer be available for Awards under the Plan.

(b)In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of Stock other than an ordinary cash dividend, (i) the number and kind of shares of Stock or other property (including cash) that may thereafter be issued in connection with Awards or the total number of Awards issuable under the Plan, (ii) the number and kind of shares of Stock or other property issued or issuable in respect of outstanding Awards, (iii) the exercise price, grant price or purchase price relating to any Award, (iv) the Performance Goals and (v) the individual limitations applicable to Awards shall be equitably adjusted by the Company (or substituted Awards may be made, if applicable) in the manner determined by the Board; provided that, no such adjustment shall cause any Award hereunder which is subject to Section 409A of the Code (“Section 409A”) to fail to comply with the requirements of such section or otherwise cause any award that does not otherwise provide for a deferral of compensation under Section 409A to become subject to Section 409A.

6.SPECIFIC TERMS OF AWARDS.

(a)General. The term of each Award shall be for such period as may be determined by the Committee. Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or a Subsidiary or Affiliate of the Company upon the grant, maturation, or exercise of an Award may be made in such forms as the Committee shall determine at the date of grant or thereafter, including, without limitation, cash, Stock, or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis subject to compliance with Section 409A.

(b)Awards. The Committee is authorized to grant to Grantees the following Awards, as deemed by the Committee to be consistent with the purposes of the Plan. The Committee shall determine the terms and conditions of such Awards at the date of grant or thereafter.

(i)Options. The Committee is authorized to grant Options to Grantees on the following terms and conditions:

(A)Type of Award. The Award Agreement evidencing the grant of an Option under the Plan shall designate that the Option is an NQSO.

(B)Exercise Price. The exercise price per share of Stock purchasable under an Option shall be determined by the Committee, but in no event shall the exercise price of an Option per share of Stock be less than the Fair Market Value of a share of Stock as of the date of grant of such Option. The purchase price of Stock as to which an Option is exercised shall be paid in full at the time of exercise; payment may be made in cash, which may be paid by check, or other instrument acceptable to the Company, or, with the consent of the Committee, in shares of Stock, valued at the Fair Market Value on the date of exercise (including shares of Stock that otherwise would be distributed to the Grantee upon exercise of the Option) or by surrender of outstanding Awards under the Plan, or the Committee may permit such payment of exercise price by any other method it deems satisfactory in its discretion. In addition, subject to applicable law and pursuant to procedures approved by the Committee, payment of the exercise price may be made through the sale of Stock acquired on exercise of the Option, valued at Fair Market Value on the date of exercise, sufficient to pay for such Stock (together with, if requested by the Company, the amount of federal, state or local withholding taxes payable by Grantee by reason of such exercise). Any amount necessary to satisfy applicable federal, state or local tax withholding requirements shall be paid promptly upon notification of the amount due.

(C)Term and Exercisability of Options. Options shall be exercisable beginning no sooner than the first anniversary of their date of grant and at such times and upon such conditions as the Committee may determine, and, subject to Section 6(b)(i)(D), shall remain exercisable over the exercise period (which exercise period shall not exceed ten years from the date of grant), as reflected in the Award Agreement; provided that, the Committee shall have the authority to accelerate the exercisability of any outstanding Option at such time (including within the first year) and under such circumstances as it, in its sole discretion, deems appropriate.

(D)Termination of Employment. Upon termination of employment with or service to the Company or any Affiliate or Subsidiary of the Company (or any other entity for which the Stock constitutes “service recipient Stock” within the meaning of Section 409A), all unvested Options shall immediately terminate and be forfeited; provided, that the Award Agreement may provide that such forfeiture conditions relating to the Options will be waived in whole or in part in the event of terminations resulting from specified causes.

(E)Other Provisions. Options may be subject to such other conditions including, but not limited to, restrictions on transferability of the shares acquired upon exercise of such Options (or proceeds of sale thereof), as the Committee may prescribe in its discretion or as may be required by applicable law.

(ii)SARs.

(A)Independent or Tandem Awards. SARs may be granted independently or in tandem with an Option. An SAR granted in tandem with an Option shall be exercisable only to the extent the underlying Option is exercisable. Payment of an SAR may be made in cash, Stock, or property as specified in the Award Agreement or determined by the Committee.

(B)Terms. An SAR shall confer on the Grantee a right to receive an amount with respect to each share subject thereto, upon exercise thereof, equal to the excess of (1) the Fair Market Value of one share of Stock on the date of exercise over (2) the grant price of the SAR (which in the case of an SAR granted in tandem with an Option shall be equal to the exercise price of the underlying Option, and which in the case of any other SAR shall be such price as the Committee may determine but not less than Fair Market Value on the date of grant).

(iii)Restricted Stock.

(A)Terms. The Committee may grant Awards of Restricted Stock, alone or in tandem with other Awards under the Plan, subject to such restrictions, terms and conditions, as the Committee shall determine in its sole discretion and as shall be evidenced by the applicable Award Agreement (provided that any such Award is subject to the vesting requirements described herein). The vesting of a Restricted Stock Award granted under the Plan may be conditioned upon the completion of a specified period of employment or service with the Company or any Subsidiary or Affiliate of the Company, upon the attainment of specified Performance Goals, and/or upon such other criteria as the Committee may determine in its sole discretion. Restricted Stock Awards that vest solely based on the passage of time shall be zero percent vested prior to the first anniversary of the date of grant, no more than one-third vested prior to the second anniversary of the date of grant, and no more than two-thirds vested prior to the third anniversary of the date of grant. Restricted Stock Awards that do not vest solely based on the passage of time shall not vest prior to the first anniversary of the date of grant. The foregoing two sentences shall not apply to Restricted Stock Awards granted, in the aggregate, for up to 15% of the maximum number of authorized shares set forth in the first sentence of Section 5(a) (without regard to any adjustments in the remainder of Section 5(a) but taking into account any amendments to the first sentence or as provided in Section 5(b)). Notwithstanding any other provision of this Plan (other than with respect to Awards subject to Performance Goals), the Board or the Committee may, in its discretion, either at the time a Restricted Stock Award is made or at any time thereafter, waive the forfeiture provisions or remove or modify any part or all of the restrictions applicable to the Restricted Stock Award, provided that the Board or the Committee may only exercise such rights in extraordinary circumstances, which shall include, without limitation, death or disability of the Grantee; estate planning needs of the Grantee; a merger, consolidation, sale, reorganization, recapitalization, or change in control of the Company; or any other nonrecurring significant event affecting the Company, a Grantee or the Plan.

(B)Price. The Committee shall determine the price, if any, to be paid by the Grantee for each share of Restricted Stock or unrestricted stock or stock units subject to the Award. Each Award Agreement with respect to such stock award shall set forth the amount (if any) to be paid by the Grantee with respect to such Award and when and under what in circumstances such payment is required to be made.

(C)Non-Transferability. The Committee may, upon such terms and conditions as the Committee determines, provide that a certificate or certificates representing the shares underlying a Restricted Stock Award shall be registered in the Grantee’s name and bear an appropriate legend specifying that such shares are not transferable and are subject to the provisions of the Plan and the restrictions, terms and conditions set forth in the applicable Award Agreement, or that such certificate or certificates shall be held in escrow by the Company on behalf of the Grantee until such shares become vested or are forfeited. Except as provided in the applicable Award Agreement, no shares of Stock underlying a Restricted Stock Award may be assigned,

transferred, or otherwise encumbered or disposed of by the Grantee until such shares of Stock have vested in accordance with the terms of such Award.

(D)Voting and Dividends. A Grantee shall have the right to vote and receive dividends on Restricted Stock granted under the Plan, including cash dividends (subject to such payment restrictions as the Board may provide and applicable law allows). Unless otherwise provided in the applicable Award Agreement, any Stock received as a dividend on or in connection with a stock split of the shares of Stock underlying a Restricted Stock Award shall be subject to the same restrictions as the shares of Stock underlying such Restricted Stock Award.

(E)Termination of Employment. Upon termination of employment with or service to the Company or any Affiliate or Subsidiary of the Company (including by reason of such Subsidiary or Affiliate ceasing to be a Subsidiary or Affiliate of the Company), during the applicable restriction period, Restricted Stock shall be forfeited; provided, that the Award Agreement may provide that restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Stock.

(iv)Restricted Stock Units.

(A)Terms. The Committee is authorized to grant Restricted Stock Units to the Grantees which shall be subject to a deferral period as set forth in the applicable Award Agreement.  Delivery of Stock or cash, as determined by the Committee, will occur upon expiration of the deferral period specified for Restricted Stock Units in the Award Agreement. In addition, the Committee may determine that the deferral period shall expire only upon the attainment of Performance Goals. The Grantee shall be entitled to receive dividend equivalents which shall accrue and be paid to the Grantee at the end of the Company’s fiscal quarter in which such dividend is paid to the stockholders of the Company.

(B)Separation from Service. Upon a “separation from service” (as defined under Section 409A and guidance promulgated thereunder) with the Company or any Subsidiary or Affiliate of the Company (or with any other entity for which the Stock constitutes “service recipient stock” within the meaning of Section 409A), during the applicable deferral period or portion thereof to which forfeiture conditions apply, or upon failure to satisfy any other conditions precedent to the delivery of Stock or cash to which such Restricted Stock Units relate, all Restricted Stock Units and any accrued but unpaid dividend equivalents that are then subject to deferral or restriction shall be forfeited; provided, that the Award Agreement may provide that restrictions or forfeiture conditions relating to Restricted Stock Units will be waived in whole or in part in the event of termination resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Stock Units.

(v)Other Stock-Based or Cash-Based Awards.

(A)Terms. The Committee is authorized to grant Awards to Grantees in the form of Other Stock-Based Awards or Other Cash-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan. The Committee shall determine the terms and conditions of such Awards, consistent with the terms of the Plan, at the date of grant or thereafter, including the Performance Goals and performance periods.

(B)Maximum Payment Value. With respect to a Covered Employee, the maximum value of the aggregate payment that any Grantee may receive with respect to Other Cash-Based Awards pursuant to this Section 6(b)(v) in respect of any annual performance period is $10 million and for any other performance period in excess of one year, such amount multiplied by a fraction, the numerator of which is the number of months in the performance period and the denominator of which is twelve. No payment shall be made to a Covered Employee prior to the certification by the Committee that the Performance Goals have been attained.

The Committee may establish such other rules applicable to the Other Stock- or Cash-Based Awards to the extent not inconsistent with Section 162(m) of the Code.

(C)Adjustment of Payments. Payments earned in respect of any Cash-Based Award may be decreased or, with respect to any Grantee who is not a Covered Employee, increased in the sole discretion of the Committee based on such factors as it deems appropriate. Notwithstanding the foregoing, any Awards may be adjusted in accordance with Section 5(b) hereof.

7.CHANGE IN CONTROL PROVISIONS.

(a)Unless otherwise determined by the Committee, upon the occurrence of a Change in Control, all outstanding Awards shall become fully vested and exercisable and all restrictions, forfeiture conditions or deferral periods on any outstanding Awards shall immediately lapse and payment under any Awards shall become due, as applicable.

(b)A “Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(i)any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing more than forty percent (40%) of the combined voting power of the Company’s then outstanding voting securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of paragraph (iii) below; or

(ii)the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date the Plan is approved by the Board of Directors (the “Approval Date”), constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the Approval Date or whose appointment, election or nomination for election was previously so approved or recommended by such directors, provided, however, that no Change in Control for this purpose shall be deemed to occur by virtue of (A) the death, disability, retirement or voluntary resignation of any directors, or (B) the resignation, removal or other departure of any director under circumstances involving cause or under circumstances involving the affirmative vote, approval or acceptance of such departure by a majority of the remaining directors; or

(iii)there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, other than (A) a merger or consolidation which results in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing more than forty percent (40%) of the combined voting power of the Company’s then outstanding securities; or

(iv)the stockholders of the Company approve a plan of liquidation or dissolution of the Company or there is consummated an agreement for the sale or other disposition, directly or indirectly, by the Company of all or

substantially all of the Company’s assets, other than such sale or other disposition by the Company of all or substantially all of the Company’s assets to an entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale and other than a sale.

8.GENERAL PROVISIONS.

(a)Nontransferability, Deferrals and Settlements. Unless otherwise provided in an Award Agreement, Awards shall not be transferable by a Grantee except by will or the laws of descent and distribution or a transfer to a family member or family-related trust pursuant to a gift or domestic relations order. Except with respect to Options, SARs and restricted Stock, the Committee may require or permit Grantees to elect to defer the issuance of shares of Stock, or the settlement of Awards in cash under such rules and procedures as established under the Plan to the extent that such deferral complies with Section 409A of the Code and any regulations or guidance promulgated thereunder. It may also provide that deferred settlements include the payment or crediting of interest on the deferral amounts.

(b)No Right to Continued Employment, etc. Nothing in the Plan or in any Award granted or any Award Agreement, promissory note or other agreement entered into pursuant hereto shall confer upon any Grantee the right to continue in the employ or service of the Company or any of its Subsidiaries or Affiliates or to be entitled to any remuneration or benefits not set forth in the Plan or such Award Agreement, promissory note or other agreement or to interfere with or limit in any way the right of the Company or any such Subsidiary or Affiliate to terminate such Grantee’s employment or service.

(c)Taxes. The Company or any Subsidiary or Affiliate of the Company is authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Stock, or any other payment to a Grantee, amounts of withholding and other taxes due in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Grantees to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Stock or other property with a Fair Market Value not in excess of the minimum amount required to be withheld and to make cash payments in respect thereof in satisfaction of a Grantee’s tax obligations.

(d)Stockholder Approval; Amendment and Termination. The Plan became effective on the Effective Date. The Board may amend, alter or discontinue the Plan, provided that no amendment, alteration, waiver or discontinuation shall be made that would impair the rights of a Grantee under any Award theretofore granted without such Grantee’s consent; and provided further that no amendment that requires stockholder approval under any applicable law or the regulations of any stock exchange shall be effective unless and until such stockholder approval is obtained; and provided further that if the applicable stock exchange amends its corporate governance rules so that such rules no longer require stockholder approval of material revisions or material amendments (as applicable) to equity compensation plans, then, from and after the effective date of such amendment to the stock exchange rules, no amendment to the Plan (i) materially increasing the number of shares authorized under the Plan (other than pursuant to Section 5(b)), (ii) expanding the types of Awards that may be granted under the Plan, or (iii) materially expanding the class of participants eligible to participate in the Plan shall be effective unless stockholder approval is obtained. Unless earlier terminated by the Board pursuant to the provisions of the Plan, the Plan shall terminate on the tenth anniversary of its Effective Date. No Awards shall be granted under the Plan after such termination date.

(e)No Rights to Awards; No Stockholder Rights. No Grantee shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Grantees. Except as provided specifically herein, a Grantee or a transferee of an Award shall have no rights as a stockholder with respect to any shares covered by the Award until the date of the issuance of a stock certificate to him or her for such shares.

(f)Unfunded Status of Awards. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Grantee pursuant to an Award, nothing contained in the Plan or any Award shall give any such Grantee any rights that are greater than those of a general creditor of the Company.

(g)No Fractional Shares. No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

(h)Regulations and Other Approvals or Requirements.

(i)The obligation of the Company to sell or deliver Stock with respect to any Award granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee.

(ii)Each Award is subject to the requirement that, if at any time the Committee determines, in its absolute discretion, that the listing, registration or qualification of Stock issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Stock, no such Award shall be granted or payment made or Stock issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee.

(iii)In the event that the disposition of Stock acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and is not otherwise exempt from such registration, such Stock shall be restricted against transfer to the extent required by the Securities Act or regulations thereunder, and the Committee may require a Grantee receiving Stock pursuant to the Plan, as a condition precedent to receipt of such Stock, to represent to the Company in writing that the Stock acquired by such Grantee is acquired for investment only and not with a view to distribution.

(i)Governing Law. The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Delaware without giving effect to the conflict of laws principles thereof.

(j)Compliance with Laws.

(i)The Plan is intended to comply with the requirements of Section 409A of the Code and shall be interpreted accordingly. In the event that any provision of this Plan would or may cause any Award under the Plan to fail to comply with Section 409A, such provision may be deemed null and void and the Company and the Grantee agree to amend or restructure any Award Agreement, to the extent necessary and appropriate to avoid adverse tax consequences under Section 409A.

(ii)The Plan is intended to comply with the requirements of Section 162(m) and Rule 16b-3 of the Exchange Act and shall be interpreted accordingly.

(k)Provisions for Foreign Participants. The Board may modify Awards granted to Grantees who are foreign nationals or employed outside the United States or establish subplans or procedures under the Plan to recognize differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.

EX-21.1

Exhibit 21.1

List of Subsidiaries of Cowen Group, Inc.
(as of December 9, 2009)

Name of Subsidiary	Jurisdiction
Ramius LLC	Delaware
Cowen Holdings, Inc.	Delaware
Cowen and Company, LLC	Delaware
Ramius Advisors, LLC	Delaware
Ramius Alternative Solutions LLC	Delaware
Ramius Enterprise LP	Delaware