TRAVELZOO - FORM 10-K - EX-10.16 - EXHIBIT 10.16

Attached files

file	filename
EX-32.2 - EXHIBIT 32.2 - TRAVELZOO	tzoo-20191231xex322.htm
10-K - 10-K - TRAVELZOO	tzoo-20191231x10k.htm
EX-32.1 - EXHIBIT 32.1 - TRAVELZOO	tzoo-20191231xex321.htm
EX-31.2 - EXHIBIT 31.2 - TRAVELZOO	tzoo-20191231xex312.htm
EX-31.1 - EXHIBIT 31.1 - TRAVELZOO	tzoo-20191231xex311.htm
EX-23.2 - EXHIBIT 23.2 - TRAVELZOO	tzoo-20191231xex232.htm
EX-23.1 - EXHIBIT 23.1 - TRAVELZOO	tzoo-20191231xex231.htm
EX-21.1 - EXHIBIT 21.1 - TRAVELZOO	tzoo-20191231xex211.htm
EX-10.19 - EXHIBIT 10.19 - TRAVELZOO	travelzoo_jfc-xpurchaseagr.htm
EX-10.18 - EXHIBIT 10.18 - TRAVELZOO	holger-stockrepurchaseagre.htm
EX-10.17 - EXHIBIT 10.17 - TRAVELZOO	holgeroption1017.htm

EXHIBIT 10.16

SECOND AMENDMENT TO LEASE

THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is made as of the 8^th day of August, 2019, by and between 590 MADISON AVENUE, LLC, a Delaware limited liability company having an office at 275 East Broad Street, Columbus, Ohio 43215-3771 (“Landlord”) and TRAVELZOO (formerly Travelzoo Inc.), a Delaware corporation, having an office at 590 Madison Avenue, 37th Floor, New York, New York 10022 (“Tenant”).

W I T N E S S E T H:

WHEREAS, by Agreement of Lease dated as of January 31, 2008 between Landlord and Tenant (the “Original Lease”), as amended by that certain First Amendment to Lease dated as of August 14, 2013 (the “First Amendment”; the Original Lease, as amended by the First Amendment, the “Original Amended Lease”; the Original Amended Lease, as further amended by this Amendment, the “Lease”), Landlord is leasing to Tenant certain premises consisting of a portion of the thirty-seventh (37^th) floor (see attached Exhibit C) (the “Existing Premises”) in the building known by the street address of 590 Madison Avenue, New York, New York (the “Building”), as more particularly identified in the Original Amended Lease; and

WHEREAS, Landlord is currently negotiating a lease which covers and includes the Existing Premises with a third-party tenant (the “Third-Party Lease”); and

WHEREAS, if and when the Third-Party Lease is executed, Landlord and Tenant desire to modify and amend the Original Amended Lease to provide for a relocation of Tenant to the “New Premises” (as hereinafter defined) (see attached Exhibit A), subject to its “Substantial Completion” (as hereinafter defined), in order to accommodate the Third-Party Lease, to extend the term of the Lease and to otherwise amend the Original Amended Lease as set forth herein; and

WHEREAS, Landlord and Tenant agree that the amendments and modifications provided for herein shall only become effective if and when Landlord and the third-party tenant execute the Third-Party Lease, and, except with respect to Paragraph 7(b), (c), (d) and (f), Paragraph 8 and Paragraph 9(a) herein, neither party shall have any obligations hereunder unless and until the Third-Party Lease is executed (the date upon which the Third-Party Lease is executed being, the “Amendment Effective Date”); and

WHEREAS, Landlord and Tenant agree that if the Third-Party Lease is not executed before that date that is three (3) months from the date of this Amendment (the “Contingency Deadline”), except with respect to Paragraph 7(b), (c), (d) and (f), Paragraph 8 and Paragraph 9(a) herein, this Amendment shall be rendered null and void, unless Landlord sends Tenant written notice that the Third-Party Lease negotiations remain ongoing, in which event, the Contingency Deadline shall automatically be extended to the date that is six (6) months from the date of this Amendment (the “Extended Deadline”); and

WHEREAS, Landlord and Tenant agree that notwithstanding the execution of this Amendment, the terms of the Original Amended Lease, unmodified, shall govern Tenant’s tenancy at the Building until the New Premises Commencement Date (as hereinafter defined), and shall continue to govern Tenant’s tenancy at the Building if the Third-Party Lease is not executed prior to the Contingency Deadline or Extended Deadline, as applicable.

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated into the operative provisions of this Amendment by this reference, the mutual covenants herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, the parties hereto, for themselves, their legal representatives, successors and assigns, agree as follows:

1.Definitions. (1) Generally. All capitalized terms used herein shall have the respective meanings ascribed to them in the Original Amended Lease unless otherwise defined in this Amendment.

(a) New Terms. The following terms shall have the following respective meanings:

(i) “Amendment Effective Date” shall have the meaning ascribed to it in the Recitals.

(ii) “Consultant’s Allowance” shall have the meaning ascribed to it in Paragraph 4(g).

(iii) “Contingency Deadline” shall have the meaning ascribed to it in the Recitals.

(iv) “Decorative Allowance” shall have the meaning ascribed to it in Paragraph 5.

(v) “Demising Plan” shall have the meaning ascribed to it in Paragraph 4(b).

(vi) “Design Documents” shall have the meaning ascribed to it in Paragraph 4(b).

(vii) “Extended Deadline” shall have the meaning set forth in the Recitals.

(viii) “First Amendment” shall have the meaning ascribed to it in the Recitals.

(ix) “Inspection List” shall have the meaning ascribed to it in Paragraph 4(c).

(x) “Inspections” shall have the meaning ascribed to it in Paragraph 4(c).

(xi) “Landlord’s Architect” shall have the meaning ascribed to it in Paragraph 4(b).

(xii) “Landlord’s Corridor Work” shall have the meaning ascribed to it in Paragraph 4(a).

(xiii) “Landlord’s Work” shall have the meaning ascribed to it in Paragraph 4(a).

(xiv) “New Premises Expiration Date” shall mean the last day of the month in which the ten (10) year anniversary of the New Premises Commencement Date occurs.

(xv) “Original Amended Lease” shall have the meaning ascribed to it in the Recitals.

(xvi) “Punch List” shall have the meaning ascribed to it in Paragraph 4(c).

(xvii) “Relocation Notice” shall have the meaning ascribed to it in Paragraph 2.

(xviii) “Relocation Work” shall have the meaning ascribed to it in Paragraph 4(a).

(xix) “Tenant’s Changes” shall have the meaning ascribed to it in Paragraph 4(e).

(xx) “Tenant’s Consultant” shall have the meaning ascribed to it in Paragraph 4(g).

(xxi) “Tenant’s Plans and Specifications” shall have the meaning ascribed to it in Paragraph 4(b).

(xxii) “Tenant’s Representative” shall have the meaning ascribed to it in Paragraph 4(b).

(xxiii) “Third-Party Lease” shall have the meaning ascribed to it in the Recitals.

(xxiv) “Third-Party Lease Extension Notice” shall have the meaning set forth in Paragraph 2.

(b) Existing Terms. The following terms used in Original Amended Lease shall be amended and modified or restated, as applicable, as follows:

(i) “Amendment” shall have the meaning ascribed to it in the Preamble.

(ii) “Amendment Broker” shall have the meaning ascribed to it in Paragraph 8.

(iii) “Commencement Date” shall have the meaning set forth in the Original Amended Lease until 11:59 P.M. on the calendar day immediately preceding the New Premises Commencement Date, and from and after the New Premises Commencement Date, Commencement Date shall mean the New Premises Commencement Date.

(iv) “Expiration Date” shall mean the New Premises Expiration Date.

(v) “Landlord’s Contribution” shall have the meaning ascribed to it in Paragraph 4(e).

(vi) “Lease” shall have the meaning ascribed to it the Recitals.

(vii) “Premises” shall mean (i) the Existing Premises until 11:59 P.M. on the calendar day immediately preceding the New Premises Commencement Date, and (ii) effective as of 12:00 A.M. on the New Premises Commencement Date, the Premises shall only mean the New Premises.

(viii) “Existing Premises” shall mean the Premises demised under the Original Amended Lease.

(ix) “Landlord’s New Premises Work” shall have the meaning ascribed to it in Paragraph 4(a).

(x) “New Premises” shall mean that portion of the 35^th floor of the Building depicted on Exhibit A, consisting of Thirteen Thousand Five Hundred (13,500) rentable square feet.

(xi) “New Premises Commencement Date” shall have the meaning ascribed to it in Paragraph 6(a).

(xii) “New Premises Delivery Date” shall have the meaning ascribed to it in Paragraph 4(c).

(xiii) “Original Lease” shall have the meaning ascribed to it in the Recitals.

(xiv) “Substantial Completion” or “Substantially Complete” or words of similar import shall have the meaning ascribed to them in Paragraph 4(c).

2. Demise and Term.

(a) Effective as of the New Premises Commencement Date, Landlord leases to Tenant and Tenant leases from Landlord the New Premises commencing on the New Premises Commencement Date through the New Premises Expiration Date. Within five (5) Business Days

following the Amendment Effective Date, Landlord shall send written notice thereof to Tenant (the “Relocation Notice”). If the Amendment Effective Date has not occurred by the Contingency Deadline, then Landlord shall have the option of extending the Contingency Deadline to the Extended Deadline by sending written notice thereof to Tenant within five (5) Business Days following the expiration of the Contingency Deadline (the “Third-Party Lease Extension Notice”). If Landlord does not send a Relocation Notice or a Third-Party Lease Extension Notice within five (5) Business Days following the expiration of the Contingency Deadline, then this Amendment shall be null and void and of no further force or effect, except with respect to Paragraph 7(b), (c), (d) and (f), Paragraph 8 and Paragraph 9(a).

3. Rental. Subject to Section 7(f), Tenant shall continue to pay all items of Fixed Rent and Additional Rent uninterrupted as provided for in the Original Amended Lease during the Lease Term regardless of whether the Amendment Effective Date occurs. The parties agree that on September 18, 2019 the annual Fixed Rent for the Premises will not increase and will continue to be One Million Three Hundred Fifty Thousand and 00/100 U.S. Dollars ($1,350,000.00) annually, payable in twelve (12) equal monthly installments of One Hundred Twelve Thousand Five Hundred and 00/100 U.S. Dollars ($112,500.00). If the Amendment Effective Date occurs, for avoidance of doubt, subject to Section 7(f), Tenant shall continue to pay all items of Fixed Rent and Additional Rent as set forth in the Original Amended Lease for all periods of the continuing Lease Term, beginning on the New Premises Commencement Date and ending on the New Premises Expiration Date.

4. Work Letter.

(a) Landlord’s Work. Landlord at Landlord’s sole cost and expense shall perform or cause to be performed (i) construction and completion of the New Premises in accordance with the Tenant’s Plans and Specifications as defined in Paragraph 4(b) below (the “Landlord’s New Premises Work”); (ii) the renovation of the 35^th floor common area elevator vestibule and corridors in accordance with current building standards (See attached Exhibit B) (the “Landlord’s Corridor Work”); and (iii) the relocation and professional move and reinstallation of Tenant’s furniture, fixtures and equipment from the Existing Premises to the New Premises (the “Relocation Work”). Collectively, the foregoing (i) through (iii), inclusive shall be referred to as (the “Landlord’s Work”). For the avoidance of doubt, Landlord shall be responsible for coordinating, entering into contracts with and paying all applicable suppliers and contractors necessary to complete the Landlord’s Work.

(b) Tenant’s Plans. Attached hereto as Exhibit A is the demising plan for the New Premises (the “Demising Plan”). As soon as reasonably practicable but not later than ten (10) business days following full execution and delivery of this Amendment, Tenant by its representative with authority to dictate Tenant’s desired plans and specifications, who shall be any of Christina Sindoni Ciocca, General Counsel or Tenant’s Consultant (as defined below) (either of such persons, the “Tenant’s Representative”) shall meet with an architect designated by Landlord (the “Landlord’s Architect”) for the purpose of Tenant communicating to Landlord’s Architect its space and layout requirements within the Demising Plan. Tenant’s space requirements will be reasonably consistent with a typical office layout and the finishes will be

reasonably consistent with the finishes of the Existing Premises. In addition, Tenant’s entrance to the New Premises shall be directly in front of the elevators to achieve maximum elevator identification. Following this meeting, Landlord’s Architect will prepare initial schematic design documents and design development documents (the “Design Documents”) and submit to Tenant’s Representative, Tenant’s Consultant (if any) and Landlord for review and approval, whereupon Landlord, Tenant’s Representative and Tenant’s Consultant shall each provide its comments and feedback concerning the Design Documents to Landlord’s Architect within ten (10) business days following receipt thereof (the parties acknowledging that email delivery of Design Documents is deemed delivery for this purpose). Landlord’s Architect will incorporate each of Landlord’s, Tenant’s Representative’s and Tenant’s Consultant’s feedback (as reasonably and mutually agreed to between the parties) into the Design Documents and will then generate a final set of Design Documents for approval by Tenant’s Representative, Tenant’s Consultant and Landlord (the “Tenant’s Plans and Specifications”) whereupon Landlord, Tenant’s Representative and Tenant’s Consultant shall each provide its feedback or sign off to the Tenant’s Plans and Specifications within ten (10) business days following receipt thereof (the parties acknowledging that email delivery of Tenant’s Plans and Specifications is deemed delivery for this purpose). If Tenant’s Representative and/or Tenant’s Consultant do not timely respond to Landlord’s Architect delivery of either Design Documents or Tenant’s Plans and Specifications, then Landlord shall send email notice to Tenant’s Representative and/or Tenant’s Consultant notifying Tenant of its failure to respond, whereupon, Tenant’s Representative and/or Tenant’s Consultant, as applicable, will have five (5) calendar days to submit any comments or feedback to the Landlord’s Architect. If Tenant’s Representative and/or Tenant’s Consultant, as applicable does not respond within such five (5) calendar day period, then Tenant is deemed to have approved the Design Documents and/or Tenant’s Plans and Specifications, as applicable, and shall no longer have any right to comment or approve with respect thereto.

(c) Substantial Completion. The Landlord’s Work shall be performed in a professional, good and workmanlike manner in accordance with all applicable codes, statutes, laws, rules and regulations. During the course of construction, Tenant’s Representative and Tenant’s Consultant agree to attend bi-weekly construction meetings and site inspections with Landlord for the purpose of monitoring that Landlord’s performance of the Landlord’s Work is being effectuated consistent with the Tenant’s Plans and Specifications in accordance with industry standard (“Inspections”). Landlord shall reasonably cooperate with Tenant’s Representative and Tenant’s Consultant to schedule Inspections at times that are mutually convenient for all sides and will set forth the items to be reviewed during the Inspections in writing (email being acceptable) in advance (the “Inspection List”). If either Tenant’s Representative or Tenant’s Consultant discovers any deviation from the Tenant’s Plans and Specifications during an Inspection, Tenant shall advise Landlord in writing (email to Jeffrey Sussman <JSussman@ejmequities.com> being acceptable) within two (2) business days following the discovery thereof, and Landlord shall correct any such deviation as expeditiously as reasonably possible in accordance with industry standard. If Tenant’s Representative or Tenant’s Consultant do not attend such Inspections and/or attends such Inspections and do not raise any discrepancy to Landlord regarding the performance of the Landlord’s Work, then Tenant is deemed to have waived its right to object to the portion of the work that was included as part of the Inspection List. Landlord shall deliver the New Premises to Tenant in turnkey

condition substantially complete and ready for use and occupancy by Tenant. The New Premises shall be deemed substantially complete upon the occurrence of all of the following: (i) Landlord’s delivery to Tenant’s Representative and Tenant’s Consultant of self-certification letters by Landlord’s Architects and engineers certifying that the Landlord’s Work built pursuant to Tenant’s Plans and Specifications is substantially complete in accordance with industry standard and that Tenant can use all of the New Premises for the permitted uses therein; and only minor and insubstantial details of decoration and mechanical adjustment remain (subject to industry accepted Punch List items defined below); and (ii) the thorough and professional cleaning of the New Premises and corridor so that each are ready for Tenant’s use and occupancy; and (iii) walk-through of the New Premises by Landlord, Tenant’s Representative and Tenant’s Consultant confirming the substantial completion of the Landlord’s Work and identifying any punch list items of Landlord’s Work to be performed by Landlord following Tenant’s occupancy of the New Premises (a “Punch List”). The foregoing (i) through (iii) inclusive shall be deemed “Substantial Completion”. Landlord will provide fifteen (15) days prior written notice to Tenant’s Representative and Tenant’s Consultant of the estimated date of Substantial Completion and during such fifteen (15) day period, Landlord, Tenant’s Representative and Tenant’s Consultant will perform a walk-through of the New Premises for the purpose of establishing the Punch List. Upon the New Premises Commencement Date, Tenant shall accept the New Premises in its “as is” condition but excluding latent defects and the Punch List items, which Landlord shall correct. Landlord shall endeavor to complete all Punch List items within thirty (30) days following receipt of the Punch List (subject to items of Long Lead Work). Landlord shall coordinate the performance of any Punch List items with Tenant’s Representative in an effort to minimize interference with Tenant’s business and where reasonably requested by Tenant, Landlord shall perform Punch List items outside of normal work hours which are Monday through Friday 8 a.m. to 6 p.m. excluding federal holidays.

(d) Warranty. Landlord shall cause the general contractor performing Landlord’s New Premises Work to warrant said work against defects in workmanship, installation, materials and equipment for a period of one (1) year from the Substantial Completion date. The one (1) year limitation of the foregoing warranty shall not limit Landlord’s obligations under the Lease during the Term.

(e) Landlord’s Contribution. Landlord shall perform Landlord’s New Premises Work and the Relocation Work at Landlord’s sole cost and expense, which the parties anticipate will be Two Hundred and 00/100 U.S. Dollars ($200.00) per rentable square foot of the New Premises or Two Million Seven Hundred Thousand and 00/100 U.S. Dollars ($2,700,000.00) (the “Landlord’s Contribution”). The Landlord’s Contribution does not include sums necessary to perform the Landlord’s Corridor Work, which shall also be performed at Landlord’s sole cost and expense. Landlord shall apply the Landlord’s Contribution to all of the actual costs incurred as part of Landlord’s New Premises Work and Relocation Work as the same become due and payable (but not to the Landlord’s Corridor Work). If the actual costs of the Landlord’s New Premises Work and Relocation Work exceeds the Landlord’s Contribution, then Landlord shall nonetheless be obligated to bear the cost therefor unless the increase in costs is due to a change requested by Tenant in writing after Tenant’s final approval or deemed approval of the Tenant’s Plans and Specifications (the “Tenant’s Changes”) in which case

Tenant shall be responsible for the cost of the Tenant’s Changes. In order for Tenant to be responsible for the cost of the Tenant’s Changes, Tenant must approve the cost of said change in advance in writing to Landlord. Tenant shall pay the cost of the Tenant’s Changes within ten (10) business days following Landlord’s written request therefor.

(f) General Cooperation. The parties acknowledge that both desire the Landlord’s Work to be completed as quickly and efficiently as possible and Landlord and Tenant will cooperate and coordinate with each other to achieve such mutual goal.

(g) Tenant’s Consultant. Tenant may engage an architectural consultant and/or a construction project manager of Tenant’s choosing to represent Tenant’s interests during the design and construction of the Landlord’s Work (the “Tenant’s Consultant”). The Tenant’s Consultant may (but does not have to) be Tenant’s Representative. Landlord and Tenant each agree to cause its consultants to cooperate and coordinate with each other to achieve the most efficient design and construction schedule necessary to achieve the common goals for all parties. Landlord agrees that in addition to the Landlord Contribution, Landlord will provide an allowance of up to One Hundred Thousand U.S. Dollars ($100,000.00) to pay for the actual costs incurred for such Tenant’s Consultant as and when said costs become due and payable throughout the process (the “Consultant Allowance”). Landlord shall send written notice to Tenant if Landlord reasonably believes that the Tenant’s Consultant is causing unreasonable delay in the project schedule and Tenant shall have five (5) business days to correct the same.

(h) Cost of Landlord’s Work. If the actual costs of Landlord’s New Premises Work and Relocation Work as evidenced by final invoices by all of Landlord’s contractors, vendors, materialmen, agents, movers, architects and engineers is less than the Landlord’s Contribution, then Landlord shall pay the difference to Tenant in a lump sum payment within ten (10) business days following Landlord’s calculation of the actual costs (which shall be no later than thirty (30) days after the New Premises Commencement Date).

(i) Early Entry By Tenant. Landlord agrees to allow Tenant entry and access to the New Premises up to thirty (30) days prior to the date of the anticipated substantial completion of the New Premises for the purpose of Tenant’s installation of any items of personal property, furniture, fixtures and equipment, if any such items are to be installed by Tenant and not Landlord, at appropriate times as reasonably determined by Landlord.

5. Decorative Allowance. Landlord shall provide Tenant with a Five Million and 00/100 Dollar ($5,000,000.00) payment (the “Decorative Allowance”), which Tenant may use for any purpose at its sole discretion. Landlord shall pay the Decorative Allowance to Tenant as follows:

(a) Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) within five (5) Business Days following the Amendment Effective Date; and

(b) Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) within five (5) Business Days following the New Premises Commencement Date.

In each instance, Tenant shall provide written notice to Landlord (requesting such amounts pursuant to this Amendment. Tenant shall not be required to provide any back-up or supporting documentation to Landlord concerning the use of the Decorative Allowance.

6. Surrender of Existing Premises.

(a) Subject to Substantial Completion of the New Premises pursuant to Paragraph 4(c), by the Friday immediately following the New Premises Delivery Date, Tenant shall leave the Existing Premises in such a manner that Landlord will be able to complete Tenant’s Relocation Work over the weekend. At Tenant’s option, Tenant shall have the right to engage its own mover for the Relocation Work and oversee the Relocation Work to its satisfaction, which mover shall be knowledgeable in office moves within New York City and charge industry standard pricing. Landlord will reimburse Tenant for the commercially reasonable costs therefor or pay such costs directly as set forth in Paragraph 4(e). The date of which Landlord or Tenant completes the Relocation Work shall be the “New Premises Commencement Date”. Tenant acknowledges that possession of the Existing Premises must be surrendered to Landlord on such date. Notwithstanding anything in the Original Amended Lease to the contrary, if possession of the Existing Premises is not surrendered to Landlord in accordance with the terms of this Paragraph 6 subject to Substantial Completion of the New Premises, Article 20 of the Original Amended Lease shall apply with respect to Tenant’s holding over of the Existing Premises and Landlord may pursue all rights and remedies available at law, in equity and pursuant to the Lease. In addition to any other rights or remedies Landlord may have under the Original Amended Lease, at law or in equity and without limiting Landlord’s right to collect damages on account of Tenant’s failure to surrender the Existing Premises on or before the Friday immediately following the New Premises Delivery Date, Tenant shall pay to Landlord the sums set forth in Article 20 of the Original Amended Lease on account of Tenant’s use and occupancy of the Existing Premises through but not including the date on which surrender of the Existing Premises is made in accordance with the terms of the Original Amended Lease.

(b) Tenant has not done or suffered, and shall not do or suffer, anything whereby the Existing Premises or any fixtures, equipment or personalty incorporated therein have been, or shall be, encumbered in any way whatsoever. On or before the New Premises Commencement Date, Tenant shall: (i) remove from the Existing Premises all personal property that will not be moved by the professional movers located in the Existing Premises; (ii) surrender the Existing Premises in broom-clean condition and free of all debris, ordinary wear and tear and damage for which Tenant is not responsible under the terms of the Lease excepted; and (iii) deliver possession of the Existing Premises to Landlord free and clear of all occupants and rights of occupancy. Notwithstanding anything in the Original Amended Lease to the contrary, as of the New Premises Commencement Date, Tenant shall not be obligated to remove any Alterations and Specialty Alterations or any other improvement that it or Landlord, on Tenant’s behalf, may have installed in the Existing Premises.

(c) Effective as of the New Premises Commencement Date, Tenant and Landlord, as applicable, shall for themselves and any and all of their respective successors and

assigns, release and forever discharge each other and their respective, distributees, personal representatives, successors and assigns, officers, agents and representatives from all manner of actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, acknowledgments, extents, executions, claims and demands whatsoever, in law, admiralty or in equity, that either party or their successors or assigns or any person claiming by or through either party, as applicable, ever had, now have, or may have, now or hereafter, for, upon or by reason of any matter, cause or thing whatsoever in connection with the leasing by Tenant of the Existing Premises, from the beginning of the world through and including the New Premises Commencement Date, including any claims for audits of Operating Expenses and Taxes, except for Operating Expenses and Taxes due under the Lease with respect to the Existing Premises through the New Premises Commencement Date, which amounts have not yet been billed and/or reconciled by Landlord.

(d) Tenant shall perform all of its obligations to be performed under the Lease with respect to the Existing Premises, including the payment of Fixed Rent and Additional Rent payable and/or allocable for the period to and including the New Premises Commencement Date, it being further agreed that Tenant’s liability for any and all amounts due under the Lease with respect to the Existing Premises through the New Premises Commencement Date, shall survive the New Premises Commencement Date and shall be due and payable when determined and billed by Landlord.

(e) For the avoidance of doubt, Tenant shall not be obligated to vacate the Existing Premises until the New Premises are Substantially Complete pursuant to Paragraph 4(c) hereof.

7. Technical Amendments. The following provisions of the Original Amended Lease are amended as set forth below:

(a) As of the Amendment Effective Date, (i) Section 9 of the First Amendment and the Termination Option contained therein is deleted in its entirety and of no further force or effect, (ii) Section 5 of the First Amendment and the provisions relating to premises located on the 37^th floor of the Building contained therein is deleted in its entirety and of no further force or effect and (iii) Section 8 of the First Amendment and the provisions relating to surrender contained therein is deleted in its entirety and of no further force or effect.

(b) Modifying Article 26, Landlord’s address for notices is replaced with the following:

“If to Landlord: (a) 275 East Broad Street, Columbus, Ohio 43215-3771, Attention: Director, Real Estate Assets, with a copy to (b) Edward J. Minskoff Equities, Inc., 1325 Avenue of the Americas, New York, New York 10019, Attention: Chief Financial Officer, and a copy to (c) Arent Fox LLP, 1301 Avenue of the Americas, 42^nd Floor, New York, New York 10019, Attention: Faige Klein, Esq., and a copy to (d) each Mortgagee and Lessor that shall have requested the

same by notice given in accordance with the provisions of this Article 26 at the address designated by such Mortgagee or Lessor.”

(c) Within thirty (30) days following the Amendment Effective Date, Tenant shall provide to Landlord evidence reasonably satisfactory to Landlord, which may include an amendment to the Letter of Credit under the Original Lease, that the Letter of Credit has been amended to take into account the New Premises Expiration Date. For the avoidance of doubt but without limitation of any of the provisions of Article 31 of the Original Lease, it is the intention of Landlord and Tenant that the amounts drawable under any Letter of Credit must be available at a date that is at least ninety-one (91) days after the Fixed Expiration Date. At Tenant’s sole cost and expense, Landlord shall cooperate with Tenant to effectuate such amendment in any reasonable respect that does not invalidate or call into question the validity or effectiveness of the Letter of Credit or Landlord’s ability to negotiate the same at all times.

(d) The first sentence of Schedule C of the Original Lease is hereby deleted in its entirety and replaced with the following:

“1. The base building interior zone air conditioning system serving each full floor of the Building shall deliver a nominal 8,000 CFM at 57° F± supply air discharge temperature (Building Standard). Tenant system must meet building design criteria and air distribution system must meet building standard VAV criteria.”

(e) Clause (b) of Schedule D (additional insureds) of the Original Lease is hereby deleted as the following is inserted in lieu thereof:

“Additional Insureds:

590 Madison Avenue, LLC

Edward J. Minskoff

Edward J. Minskoff Equities, Inc.

590 Madison Avenue Associates, L.P.

OTR-590 Madison Avenue LLC

The State Teachers Retirement Systems of Ohio

OTR, an Ohio general partnership

Goldman Sachs Mortgage Company and its successors and/or assigns as their interests may appear”

(f) Section 2 of the First Amendment is hereby deleted as the following is inserted in lieu thereof:

“Fixed Rent. Modifying and supplementing the definition of “Fixed Rent” as set forth in Section 1.1 of the Original Lease, effective as of the New Premises Rent Commencement Date, the term “Fixed Rent” as it applies to the New Premises shall mean from the New Premises Rent Commencement Date through the day immediately preceding the tenth (10^th) anniversary of the New Premises Rent Commencement Date an

annual sum of One Million Three Hundred Fifty Thousand and 00/100 U.S. Dollars ($1,350,000.00) per annum, payable in twelve (12) monthly installments of One Hundred Twelve Thousand Five Hundred and 00/100 U.S. Dollars ($112,500.00).”

8. Brokerage. Each of Landlord and Tenant represents and warrants to the other that it has not dealt with any broker or agent in connection with this Amendment other than Edward J. Minskoff, Equities, Inc., CBRE, Inc. and Cushman & Wakefield, Inc., and referring Broker Wiedman Real Estate Advisors, Ltd. (collectively, the “Amendment Broker”). The execution and delivery of this Amendment by each party shall be conclusive evidence that such party has relied upon the foregoing representation and warranty. Tenant and Landlord shall each indemnify and hold the other harmless from and against any and all claims for commissions, fees or other compensation by any broker or agent (other than Amendment Broker) who shall claim to have dealt with indemnitor in connection with such claims, including reasonable attorneys’ fees and disbursements. Landlord agrees that it shall be responsible for the payment of any commission due Amendment Broker pursuant to separate agreement. The provisions of this Paragraph 9 shall survive the expiration or earlier termination of the Lease.

9. Miscellaneous.

(a) THIS AMENDMENT IS CONTINGENT ON LANDLORD EXECUTING THE THIRD-PARTY LEASE PRIOR TO THE CONTINGENCY DEADLINE OR EXTENDED DEADLINE. EXCEPT FOR THE TERMS AND OBLIGATIONS PROVIDED IN PARAGRAPH 7(B), (C), (D) AND (F), PARAGRAPH 8 AND IN THIS PARAGRAPH 9(a), (I) NEITHER PARTY SHALL HAVE ANY OBLIGATIONS UNDER THIS AMENDMENT UNLESS AND UNTIL THE AMENDMENT EFFECTIVE DATE, AND (II) THE TERMS OF THIS AMENDMENT SHALL HAVE NO FORCE AND EFFECT UNLESS AND UNTIL THE AMENDMENT EFFECTIVE DATE. IN THE EVENT THAT LANDLORD DOES NOT EXECUTE THE THIRD-PARTY LEASE PRIOR TO THE CONTINGENCY DEADLINE OR EXTENDED DEADLINE, WITH THE EXCEPTION OF PARAGRAPH 7(B), (C), (D) AND (F), PARAGRAPH 8 AND THIS PARAGRAPH 9(A), THE TERMS OF THIS AGREEMENT SHALL BE NULL AND VOID. UNLESS AND UNTIL THE THIRD-PARTY LEASE BECOMES EFFECTIVE, THE ORIGINAL AMENDED LEASE SHALL CONTINUE IN FULL FORCE AND EFFECT UPON ALL OF ITS TERMS, UNMODIFIED, AND SHALL CONTINUE TO GOVERN TENANT’S TENANCY OF THE BUILDING UNTIL THE NEW PREMISES COMMENCEMENT DATE. LANDLORD AND TENANT HEREBY RATIFY AND CONFIRM ALL OF THE TERMS, CONDITIONS, AND COVENANTS OF THE ORIGINAL AMENDED LEASE, ON A CONTINUING BASIS, AT ALL TIMES PRIOR TO THE NEW PREMISES COMMENCEMENT DATE.

(b) Landlord and Tenant acknowledge and agree that except as specifically set forth in this Amendment, all items of work to be performed in respect of the Existing Premises have been fully performed and all items of Landlord’s contribution, if any, have been fully expended in complete satisfaction of Landlord’s obligations set forth in the Original Amended Lease. Except as specifically set forth in this Amendment, Landlord shall have no additional or

further obligations to perform any work or expend any Landlord’s contribution with respect to any portion of the Existing Premises.

(c) The Lease shall continue in full force and effect upon all of its terms except as expressly modified by this Amendment, and Landlord and Tenant hereby ratify and confirm all of the terms, conditions and covenants of the Lease as amended hereby.

(d) In the event of any conflict or inconsistency between the terms of the Original Amended Lease and this Amendment, the terms of this Amendment shall control.

(e) Each of Landlord and Tenant represents and warrants to the other that it has full right, power and authority to enter into this Amendment and that the Person or Persons executing this Amendment on its behalf are authorized to do so.

(f) Tenant represents and warrants to Landlord that, there exist no defenses by Tenant against the enforcement of the Original Amended Lease or the Lease as amended by this Amendment or any rights to offset against any sums due by Tenant to Landlord under the Original Amended Lease or the Lease as amended by this Amendment, and Tenant has no knowledge of any event that, with the giving of notice, the passage of time, or both, would constitute a default by Landlord under the Lease as amended by this Amendment. Landlord represents and warrants to Tenant that, to Landlord’s knowledge, there exist no defenses by Landlord against the enforcement of the Original Amended Lease or the Lease as amended by this Amendment, and Landlord has no knowledge of any event that, with the giving of notice, the passage of time, or both, would constitute a default by Tenant under the Lease as amended by this Amendment. This Amendment shall not be binding upon Landlord or Tenant until both parties have executed and delivered it to the other.

(g) This Amendment may not be amended or modified unless such amendment or modification shall be in writing duly executed and delivered by the parties hereto.

(h) This Amendment together with the Original Amended Lease as modified by this Amendment, contains the entire agreement between Landlord and Tenant with respect to the subject matter hereof and supersedes all prior agreements or understandings between Landlord and Tenant with respect to the matters contained herein. Neither Landlord nor Tenant shall be bound by any warranties, guaranties or representations that are not specifically set forth in the Lease.

(i) If any term or provision of this Amendment or the application thereof to any Person or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Amendment, 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 Amendment shall be valid and be enforced to the fullest extent permitted by law.

(j) This Amendment shall inure to the benefit of, be enforceable by and against, and be binding upon, the successors and assigns of Landlord and the permitted successors and assigns of Tenant.

(k) This Amendment may be executed in one or more counterparts, each of which shall constitute an original and all of which taken together, constitute one and the same instrument. Signatures exchanged via “.pdf” or other electronic transmission shall be deemed originals.

(l) This Amendment was negotiated in the State of New York, which State the parties agree has a substantial relationship to the parties and to the underlying transactions embodied hereby, and in all respects, including, without limiting the generality of the foregoing, matters of construction, validity, enforcement and performance, this Amendment and the obligations arising hereunder shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed wholly within such State, without giving effect to the principles of conflicts of law of such jurisdiction. To the fullest extent permitted by law, the parties hereby unconditionally and irrevocably waive and release any claim that the law of any other jurisdiction governs this Amendment, and this Amendment shall be governed and construed in accordance with the laws of the State of New York as aforesaid pursuant to Section 5-1401 of the New York General Obligations Law.

(m) To the maximum extent permitted by applicable law, any legal suit, action, or proceeding against any of the parties hereto arising out of or relating to this Amendment shall be instituted in any federal or state court in New York County, New York, pursuant to Section 5-1402 of the New York General Obligations Law, and each party hereby irrevocably submits to the exclusive jurisdiction of any such court in any such suit, action, or proceeding. Each party agrees to venue in such courts and hereby waives, to the fullest extent permitted by law, any claim that any such action or proceeding was brought in an inconvenient forum.

(n) Paragraph headings have been inserted for the convenience of reference only and shall not be construed as parts of the particular articles or paragraphs to which they refer. References to “Paragraphs” are to paragraphs in this Amendment and to “Articles” “Sections” or “Subsections” are to articles, sections or subsections in the Original Amended Lease. The term “including” shall mean “including, without limitation,” unless the contest expressly requires otherwise. Unless otherwise stated, references to Exhibits are to Exhibits attached to this Amendment.

(o) Exhibits A and Exhibit B, to the Original Amended Lease shall apply only to the Existing Premises and Exhibit A annexed to this Amendment, which shall be deemed incorporated into the Lease for such purposes, shall apply only to the New Premises. Effective on the New Premises Commencement Date, Exhibits A and Exhibit B shall be replaced by Exhibit A, annexed to this Amendment.

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment by their respective duly authorized representatives as of the day and year first above written.



LANDLORD: 590 MADISON AVENUE, LLC, a Delaware limited liability company By: 590 MADISON AVENUE ASSOCIATES, L.P., a Delaware limited partnership, its managing member
	By: OTR-590 MADISON AVENUE LLC, an Ohio limited liability company, its managing partner By:______________________________ Name: Title:
TENANT:
By: TRAVELZOO, a Delaware corporation By:___________________________________ Name: Lisa Su Title: Chief Accounting Officer
Fed. Id. No. 36-4415727