(e) Tenant’s Pro Rata Share Percentage shall be recalculated based on the Agreed Rentable Area of the
Premises as of the Expansion Space Commencement Date for the Applicable Expansion Space.
(f) Except as may be necessary to complete
improvements in the Applicable Expansion Space, Tenant shall have no right to occupy any portion of the Applicable Expansion Space, and in no event shall Tenant occupy the Applicable Expansion Space, prior to (i) substantial completion of the
leasehold improvements to be constructed in the Applicable Expansion Space, and (ii) issuance of a certificate of completion or other document or permit issued by the applicable governmental authority authorizing Tenant’s occupancy of the
Applicable Expansion Space.
(g) If any of the Expansion Space shall include less than all of the rentable area on the applicable floor of the
Building and such Expansion Space shall not be then separately demised, with all common corridors required by applicable Law installed, then Landlord at its sole cost and expense shall construct all such demising walls and common corridors prior to
delivering possession of the Expansion Space to Tenant (i) if there are other tenants and occupants on the floor, (ii) if such installation is otherwise required by applicable Law in order for Tenant to obtain any permit or other
authorization of governmental authorities required in connection with Tenant’s initial alterations and improvements to the Expansion Space and/or in order for Tenant to lawfully occupy and use the Expansion Space for the Permitted Use, or
(iii) if Landlord otherwise elects. If such demising walls and common corridors are not required by applicable Law when the Expansion Space is delivered to Tenant but are thereafter required to be installed by applicable Law, whether due to
Landlord’s leasing other premises on the floor or for any other reason, Landlord shall promptly construct such demising walls and common corridors at its sole cost and expense and with a minimum of disturbance to Tenant. To the extent Tenant
occupies any such Expansion Space without same being separately demised, then Tenant shall be permitted reasonable access (i) to utility closets in such Expansion Space, and (ii) over space adjacent to such Expansion Space to the extent
necessary for ingress and egress between such Expansion Space and the floor’s Common Areas.
3. Within thirty (30) days after
Landlord’s receipt of a Second Expansion Notice, Landlord and Tenant will enter into an amendment to the Lease prepared by Landlord, and in form reasonably acceptable to Tenant, which amendment shall reflect (i) the addition of the
Applicable Expansion Space to the Premises, (ii) the increase in Basic Annual Rent and Additional Rent payable under the Lease, (iii) the increase in Tenant’s Pro Rata Share Percentage, and (iv) such other amendments as are
reasonably necessary. Such lease amendment shall include a work letter substantially in the form of Exhibit C attached to the Lease, provided that such form shall be amended to (i) set forth appropriate dates, (ii) amend the finish
allowance to be the amount of finish allowance calculated in accordance with this Rider, and (iii) provide for such other matters as are necessary to reflect the agreements of the parties as set forth in this Rider or otherwise respecting the
finish out of the Applicable Expansion Space. Pursuant to such work letter, Tenant shall construct or cause to be constructed improvements in the Applicable Expansion Space in accordance with construction plans agreed to by Landlord and Tenant
pursuant to the terms of such work letter.
4. Upon substantial completion of the Applicable Expansion Space improvements, Landlord and Tenant
shall execute a Commencement Date Memorandum with respect to the Applicable Expansion Space in substantially the form of Exhibit D attached to the Lease.
5. Tenant understands and acknowledges that its rights under this Rider with respect to the Expansion Space located on the 7th floor are subject and subordinate to the rights of an existing tenant under its lease agreement in effect as of the
date hereof. In the event Tenant is prevented from exercising its rights under this Rider with respect to any of the Expansion Space located on the 7th floor due to such existing tenant’s election to exercise its superior right to such space, Landlord agrees to use
its commercially reasonable efforts to substitute other space in the Building to satisfy Tenant’s additional space requirements (provided that Landlord shall not be required to substitute space on a floor that is not already configured for
multi-tenant use if Tenant requires less than a full floor).
C. GENERAL
1. Notwithstanding any other provision or inference herein to the contrary, Tenant’s rights and Landlord’s obligations under this Rider shall
expire and be of no further force or effect on the earliest of (i) the expiration or earlier termination of the Term of the Lease, or (ii) an assignment of the Lease by Tenant to any other party (excluding an Affiliate). Furthermore,
Tenant shall have no rights, and Landlord shall have no obligations, under this Rider at any time there exists a default by Tenant under the Lease beyond the expiration of any applicable notice and cure period.
Renaissance Tower/
Priority Fulfillment Services, Inc.