Lease, dated March 6, 2017, by and between Registrant and 125 S. Clark (Chicago) SBE, LLC, as amended

Exhibit 10.14

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Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.

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OFFICE LEASE

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BY AND BETWEEN

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125 S. CLARK (CHICAGO) SPE, LLC,

A DELAWARE LIMITED LIABILITY COMPANY

(AS “Landlord”)

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AND

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ENFUSION LTD. LLC,

A DELAWARE LIMITED LIABILITY COMPANY

(AS “Tenant”)

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SUITE #750

125 SOUTH CLARK STREET

CHICAGO, ILLINOIS

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THE DELIVERY OR NEGOTIATION OF THIS DOCUMENT BY LANDLORD OR ITS AGENTS OR ATTORNEYS SHALL NOT BE DEEMED AN OFFER BY LANDLORD TO ENTER INTO ANY TRANSACTION OR RELATIONSHIP WITH ANY PERSON OR PARTY. THIS DOCUMENT SHALL NOT BE BINDING UPON LANDLORD OR ANY AFFILIATE OF LANDLORD OR ITS OR THEIR AGENTS OR ATTORNEYS IN ANY RESPECT, NOR SHALL LANDLORD HAVE ANY OBLIGATIONS OR LIABILITIES TO TENANT UNLESS AND UNTIL BOTH LANDLORD AND TENANT HAVE EXECUTED AND DELIVERED THIS DOCUMENT. UNTIL ANY SUCH FULL EXECUTION AND DELIVERY OF THIS DOCUMENT, EITHER LANDLORD OR TENANT MAY TERMINATE ALL NEGOTIATIONS WITH THE OTHER RELATING TO THE SUBJECT MATTER HEREOF, WITHOUT CAUSE AND FOR ANY REASON, WITHOUT RECOURSE OR LIABILITY.

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TABLE OF CONTENTS

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i

LIST OF EXHIBITS

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i

INDEX OF DEFINED TERMS

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ii

OFFICE LEASE

Landlord and Tenant enter into this Office Lease (“Lease”) as of the Execution Date on the following terms, covenants, conditions and provisions:

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2.PROJECT

2.1Project. The Land and all improvements thereon, including the Building and Premises (as defined in Article I and below), and the Common Areas are collectively referred to as the “Project.”

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2.2Land. “Land” means the real property described on EXHIBIT B attached hereto, whether Landlord’s interest in the Land is in fee or is a leasehold.

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2.3Base Building. “Base Building” means the Building Structure and Mechanical Systems, collectively, defined as follows:

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sprinkler, plumbing, heating, ventilating, air conditioning, lighting, communications, drainage, sewage, waste disposal, vertical transportation, fire/life safety and security systems, if any.

2.4Common Areas. Tenant will have a non-exclusive right to use the Common Areas subject to the terms of this Lease. “Common Areas” mean those interior and exterior common and public areas on the Land and in the Building (and appurtenant easements) from time-to-time designated by Landlord for the non-exclusive use by Tenant in common with Landlord, other tenants and occupants, and their employees, agents and invitees.

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2.5Premises. Landlord leases to Tenant the Premises subject to the terms of this Lease. Except as provided elsewhere in this Lease and subject to Latent Defects, by taking possession of the Premises, Tenant accepts the Premises in its “as is” condition and with all faults, and the Premises is deemed in good order, condition and repair, except for latent defects in the Work not visually discoverable by Tenant upon a reasonably diligent inspection and which are identified in writing to Landlord within [***] after the Commencement Date (“Latent Defects”). Landlord does not make and Tenant does not rely upon any representation or warranty of any kind, expressed or implied, with respect to the condition of the Premises (including habitability or fitness for any particular purpose of the Premises). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LANDLORD HEREBY DISCLAIMS, AND TENANT WAIVES THE BENEFIT OF, ANY AND ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF HABITABILITY AND FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE. The Premises includes the Leasehold Improvements and excludes certain areas, facilities and systems, as follows:

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2.6Building Standard. “Building Standard” means the minimum or exclusive type, brand, quality or quantity of materials Landlord designates for use in the Building from time to time.

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2.7Tenant’s Personal Property. “Tenant’s Personal Property” means those trade fixtures, furnishings, equipment, work product, inventory, stock-in-trade and other personal property of Tenant that are not permanently affixed to the Project in a way that they become a part of the Project and will not, if removed, impair the value of the Leasehold Improvements that Tenant is required to deliver to Landlord at the end of the Term under §3.3.

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3.1Term. “Term” means the period that begins on the Commencement Date and ends on the Expiration Date, subject to renewal, extension or earlier termination as may be further provided in this Lease or otherwise agreed to by Landlord and Tenant in writing. “Lease Month” shall mean each full calendar month during the Term (and if the Commencement date does not occur on the first day of a calendar month, the period from the Commencement Date to the first day of the next calendar month shall be included in the first Lease Month for purposes of determining the duration of the Term and the monthly Rent rate applicable for such partial month) and the term “Lease Year” shall mean each consecutive period of twelve (12) Lease Months.

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If, for any reason other than a Tenant Delay Day or a Force Majeure event, Landlord fails to tender possession of the Premises to Tenant with the Work Substantially Completed within [***] after the date of this Lease, then for each day after such date that Landlord is late in so tendering, Tenant shall be entitled to [***] of abatement of Base Rent (which shall be applied following the Commencement Date) (the day for day rent credit shall be referred to as the “Late Delivery Rent Credit”). The Late Delivery Rent Credit, if any, shall be applied in equal monthly installments against Base Rent as and when same comes due and is payable until fully applied, provided that such Late Delivery Rent Credit shall be in addition to the application of any abatement of Rent or other off-set provided herein.

Delay in the Commencement Date shall not subject Landlord to liability for loss or damage resulting therefrom and Tenant’s sole recourse shall be as provided in this Section above.

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3.2Holdover. If Tenant keeps possession of the Premises after the end of the Term (a “Holdover”) without Landlord’s prior written consent (which may be withheld in its sole and absolute discretion), then in

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addition to the remedies available elsewhere under this Lease or by applicable law, Tenant will be a tenant at sufferance and must comply with all of Tenant’s obligations under this Lease, except that during the [***] of Holdover, Tenant will pay [***] of the monthly Base Rent and Additional Rent last payable under this Lease and at [***] thereafter, without prorating for any partial month of Holdover. Tenant shall indemnify, defend and hold harmless Landlord from and against all claims and damages, both consequential and direct, that Landlord suffers due to Tenant’s failure to return possession of the Premises to Landlord at the end of the Term, provided, however, Tenant’s liability for consequential damages shall not arise until after [***] of holdover. Except as provided herein, Landlord’s deposit of Tenant’s Holdover payment will not constitute Landlord’s consent to a Holdover, or create or renew any tenancy.

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3.3Condition on Expiration. By the end of the Term, Tenant will return possession of the Premises to Landlord vacant, free of Tenant’s Personal Property, in broom-clean condition, and with all Leasehold Improvements in good working order and repair (excepting ordinary wear and tear), except that Tenant will remove Tenant’s Wiring and those Leasehold Improvements and Alterations (as such terms are defined herein) that, when approved by Landlord, were required to be removed at the end of the Term of which notice to Tenant shall be provided at the time of approval so long as Tenant makes a request therefor in writing. If Tenant fails to return possession of the Premises to Landlord in this condition, Tenant shall reimburse Landlord for all reasonable costs, including Landlord’s standard administration fee, incurred to put the Premises in the condition required under this §3.3. Tenant’s Personal Property left behind in the Premises after the end of the Term will be considered abandoned and Landlord may move, store, retain or dispose of these items at Tenant’s cost, including Landlord’s standard administration fee, provided if Landlord stores such items at Tenant’s cost, Landlord will notify Tenant of such storage.

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4.RENT

4.1Base Rent. During the Term, Tenant shall pay all other Base Rent in advance, in monthly installments, on the first (1^st) day of each Lease Month. Base Rent for any partial month will be prorated. If the Term commences on a day other than the first day of a calendar month, then Tenant shall pay Base Rent for such partial month prorated on the basis of the number of days in that month.

4.2Additional Rent. Tenant’s obligation to pay Tenant’s Share of Taxes and Expenses under this §4.2 is referred to in this Lease as “Additional Rent.”

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or net income (as opposed to rents, receipts or income attributable to operations at the Project), or any capital levy, transfer, capital stock, gift, estate or inheritance tax, any tax penalties, fines or late fees, and any amounts payable directly by Tenant or other tenants to the applicable taxing authority or any items included as Expenses.

(1)Expenses include, without limitation:

(A)Standard Services provided under §6.1;

(B)Repairs and maintenance performed under §7.2;

(2)Expenses exclude:

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(c)Amortization and Accounting Principles.

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4.3Other Taxes. Upon demand, Tenant will reimburse Landlord for taxes paid by Landlord on (a) Tenant’s Personal Property, (b) Rent, (c) Tenant’s occupancy of the Premises, or (d) this Lease. If Tenant cannot lawfully reimburse Landlord for these taxes, then to the extent not prohibited by applicable law, the Base Rent will be increased to yield to Landlord the same amount after these taxes were imposed as Landlord would have received before these taxes were imposed.

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4.4Terms of Payment. “Rent” means all amounts payable by Tenant under this Lease and the Exhibits, including without limitation Base Rent, Additional Rent, and charges for any Additional Services (as defined in §6.2). If a time for payment of an item of Rent is not specified in this Lease, then Tenant will pay such item of Rent within [***] after receipt of Landlord’s statement or invoice. Unless otherwise provided in this Lease, Tenant shall pay Rent without notice, demand, deduction, abatement or setoff, in lawful U.S. currency, at Landlord’s Billing Address. Neither Landlord’s failure to send an invoice nor Tenant’s failure to receive an invoice for Base Rent (and installments of Estimated Additional Rent) wilt relieve Tenant of its obligation to timely pay Base Rent (and installments of Estimated Additional Rent). Each partial payment by Tenant shall be deemed a payment on account; and, no endorsement or statement on any check or any accompanying letter shall constitute an accord and satisfaction, or affect Landlord’s right to collect the full amount due. No payment by Tenant to Landlord will be deemed to extend the Term or render any notice, pending suit or judgment ineffective. By notice to the other, each party may change its Billing Address.

4.5Late Payment. If Landlord does not receive any item of Rent when due, including without limitation Base Rent, Additional Rent, and charges for any Additional Services, then Tenant shall pay Landlord a “Late Charge” of [***] of the overdue amount. Notwithstanding the foregoing, no such Late Charge shall accrue or otherwise be payable by Tenant for the first late payment by Tenant in any calendar year. Tenant agrees that the Late Charge is not a penalty, and will compensate Landlord for costs not contemplated under this Lease that are impracticable or extremely difficult to fix. Landlord’s acceptance of a Late Charge does not waive any Tenant default arising from such late payment.

4.6Rent Abatement. Notwithstanding the foregoing, provided Tenant is not in Default under this Lease, Tenant’s obligation to pay Base Rent, Taxes and Expenses shall be abated by [***] during the [***] of the Term ( “Abatement Period”). If the Commencement Date occurs other than on the first day of a calendar month, then Tenant shall pay prorated Base Rent, Taxes and Expenses for such calendar month and the Abatement Period shall commence on the first day of the next full calendar month. If Tenant commits a material, monetary Default and fails to cure before Landlord files suit to regain possession of the Premises, then all sums so abated shall be immediately due and payable to Landlord. Notwithstanding such abatement of Base Rent, Taxes and Expenses, all other sums due under the Lease shall be payable as provided in the Lease.

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5.USE & OCCUPANCY

5.1Use. Tenant shall use and occupy the Premises only for the Use. Landlord does not represent or warrant that the Project is suitable for the conduct of Tenant’s particular business.

5.2Compliance with Laws and Directives.

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those that are Tenant’s obligation under subsection (a). The costs of compliance under this subsection (b) will be included in Expenses to the extent allowed under §4.2.

5.3Occupancy. Tenant shall not interfere with Building services or other tenants’ rights to quietly enjoy their respective premises or the Common Areas. Tenant shall not make or continue any nuisance, including any objectionable odor, noise, fire hazard, vibration, or wireless or electromagnetic transmission. Tenant will not maintain any Leasehold Improvements or use the Premises in a way that increases the cost of insurance required under §9.2, or requires insurance in addition to the coverage required under §9.2.

5.4Prohibited Persons and Transactions. Tenant represents and warrants to Landlord that (a) Tenant is currently in compliance with and shall at all times during the Term (including any extension thereof) remain in compliance with the regulations of the Office of Foreign Asset Control (the “OFAC”) of the Department of the Treasury (including those named on the OFAC’s Specially Designated and Blocked Persons List) and any statute, executive order (including the September 24, 2001, Executive Order No. 13224 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism (the “Executive Order”)), or other governmental action relating thereto; and (b) Tenant is not, and will not be, a person with whom Landlord is restricted from doing business under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA Patriot Act), H.R. 3152, Public Law 107-56 and the Executive Order and regulations promulgated thereunder and including persons and entities named on the OFAC Specially Designated Nations and Blocked Persons List.

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6.SERVICES & UTILITIES

6.1Standard Services.

(a)Standard Services Defined. “Standard Services” means:

6.2Additional Services. “Additional Services” means utilities or services in excess of the Standard Services set forth in §6.1. Tenant shall not use any Additional Services without Landlord’s prior written consent. If Landlord so consents, any such Additional Services shall be subject to the terms and conditions of this §6.2. Tenant agrees to pay for any Additional Services upon receipt of an invoice or statement from Landlord. If Tenant fails to timely pay for any Additional Services, in addition to Landlord’s other remedies under the Lease including application of the Late Charge set forth in §4.5, Landlord may discontinue the Additional Services:

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scheduled rate for this service. Such notice may be given by contacting the management office for the Building.

6.3Premises Electricity. Electricity shall be distributed to the Premises either by the electric utility company serving the Building or, at Landlord’s option, by Landlord. As of the date of this Lease, Landlord shall provide electricity to tenants of the Building. If and so long as Landlord is distributing electricity to the Premises, Tenant shall obtain all of its electricity from Landlord and shall pay all of Landlord’s charges for the electricity used in the Premises, not to exceed Landlord’s actual costs, including, without limitation, for lighting and convenience outlets, either through inclusion in Expenses (except as provided for excess usage) or by a separate charge payable by Tenant to Landlord. The electricity used in the Premises shall be determined based on sub-meter readings. If Landlord hereinafter elects to have the Premises separately metered, Tenant, at Tenant’s cost, shall make all necessary arrangements with the electric utility company for metering and paying for electric current furnished to the Premises.

6.4Telecommunications Services. Tenant will contract directly with third party providers and will be solely responsible for paying for all telephone, data transmission, video and other telecommunication services (“Telecommunication Services”) subject to the following:

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attached to such cable with wire) to show Tenant’s name, suite number, and the purpose of such Tenant’s Wiring (i) every 6 feet outside the Premises (specifically including, but not limited to, the electrical room risers and any Common Areas), and (ii) at the termination point(s) of such Tenant’s Wiring. Landlord and the Riser Manger shall not remove any of Tenant’s installations in the risers and shafts during the Term provided Tenant’s installations comply with the terms of this section and any other applicable sections of this Lease. Tenant shall be permitted to contract directly with the Riser Manager for the performance of work and shall pay the Riser Manager directly for such services.

6.5Interruption of Services.

(a)Without breaching this Lease, Landlord may:

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6.6Recycling. Tenant covenants and agrees, at its sole cost and expense, to comply with all present and future laws, orders, and regulations of the jurisdiction in which the Building is located and of the federal, municipal, and local governments, departments, commissions, agencies and boards having jurisdiction over the Building to the extent that they or this Lease impose on Tenant duties and responsibilities regarding the collection, sorting, separation, and recycling of trash. Tenant shall pay all costs, expenses, fines, penalties, or damages that may be imposed on Landlord or Tenant by reason of Tenant’s failure to comply with the provisions of this §6.6, and, at Tenant’s sole cost and expense, shall indemnify, defend and hold Landlord harmless (including legal fees and expenses) from and against any actions, claims, and suits arising from such noncompliance, using counsel reasonably satisfactory to Landlord.

7.REPAIRS

7.1Tenant’s Repairs. Except as provided in Articles 10 and 12 hereof, during the Term Tenant shall, at Tenant’s cost, repair and maintain (and replace, as necessary) the Leasehold Improvements and keep the Premises in good order and condition, including all bathrooms located within the Premises. Tenant shall be responsible for the costs to repair (and replace, as necessary) any portion of the Project damaged by Tenant or Tenant’s agents, contractors, or invitees. Tenant’s work under this §7.1 (a) is subject to the prior approval and supervision of Landlord, including without limitation, Landlord’s approval of all contractors and subcontractors performing the work, (b) must be performed in compliance with laws and Building rules and regulations, and (c) must be performed in a first-class, lien free and workmanlike manner, using materials not less than Building Standard.

7.2Landlord’s Repairs. Except as provided in Articles 10 and 12 hereof, during the Term, Landlord shall, at Landlord’s cost (but included as Expenses to the extent provided in §4.2) repair and maintain (and replace, as necessary) all parts of the Project that are not Tenant’s responsibility to repair and maintain under §7.1 (or any other tenant’s responsibility under their respective lease) and keep the Project in good order and condition according to the standards prevailing for comparable office buildings in the area in which the Building is located. Tenant may not repair or maintain the Project on Landlord’s behalf or offset any Rent for any repair or maintenance of the Project that is undertaken by Tenant.

8.ALTERATIONS

8.1Alterations by Tenant. “Alterations” means any modifications, additions or improvements to the Premises or Leasehold Improvements made by Tenant during the Term, including modifications to the Base Building or Common Areas required by law as a condition of performing the work, which modifications, if approved by Landlord, which approval may be withheld in Landlord’s sole discretion, and approved by any applicable governmental authority and the Commission on Chicago Landmarks or its equivalent, shall be performed by Landlord, at Tenant’s sole cost and expense. Alterations do not include tenant improvements made under any Work Letter attached to this Lease. Alterations are made at Tenant’s sole cost and expense, subject to the following:

(1)Do not comply with laws or the requirements necessary to preserve landmark status of the Building;

(2)Do not meet or exceed the Building Standard;

(3)Exceed the capacity, adversely affects, is incompatible with, or impairs Landlord’s ability to, or increases the cost to Landlord to, maintain, operate, alter, modify or improve the Base Building;

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8.2Alterations by Landlord. Landlord may make any modifications, additions, renovations or improvements to the Project that Landlord deems appropriate, provided Landlord uses commercially reasonable efforts to avoid disrupting Tenant’s business.

8.3Liens and Disputes. Tenant will keep title to the Land and Building free of any liens concerning the Leasehold Improvements, Alterations, or Tenant’s Personal Property, and will take whatever action is required to have any of such liens released and removed of record within [***] after the filing thereof (including, as necessary, posting a bond or other deposit). To the extent legally permitted, each contract and subcontract for Alterations will provide that no lien attaches to or may be claimed against the Project other than Tenant’s leasehold interest in the Premises.

8.4Contractors’ Required Insurance. Tenant shall cause Tenant’s contractors and subcontractors to secure, pay for, and maintain during the performance of the construction of any Alterations, including the Work, insurance in accordance with and subject to the terms of EXHIBIT G attached hereto and incorporated herein by reference and to otherwise cause Tenant’s contractors and subcontractors to comply with the terms and conditions of such EXHIBIT G

9.INSURANCE

9.1Tenant’s Insurance. Before taking possession of the Premises for any purpose (including construction of tenant improvements, if any) and during the Term, Tenant will provide and keep in force the insurance coverage set forth on EXHIBIT H attached hereto and incorporated herein by reference and Tenant shall otherwise comply with the terms and conditions of such EXHIBIT H

9.2Landlord’s Insurance.

(a)Landlord’s Coverage. During the Term, Landlord will keep in force the following coverage:

(1)Commercial general liability insurance.

(3)Boiler and machinery or equipment breakdown insurance.

(4)Other insurance that Landlord elects to maintain.

9.3Waiver of Claims and Subrogation. Landlord, Tenant, and all parties claiming through or under them, mutually release and discharge each other from responsibility for that portion of any liability, loss or damage paid or reimbursable by an insurer of Landlord or Tenant under any policy of fire, extended coverage or other property insurance policy (or any other insurance policy noted on EXHIBIT H as being subject to this waiver of subrogation provision) maintained by Tenant or by Landlord (or which would have been paid had the insurance required to be maintained hereunder been in full force and effect and a claim submitted thereunder), no matter how caused, including negligence or gross negligence, and each waives any right of recovery from the other including, but not limited to, claims for contribution or indemnity, which might otherwise exist on account thereof, to the extent of the insurance proceeds paid and received (any applicable deductible or self-insurance amount shall be treated as though it were recoverable under such policies). Any fire, extended coverage or property insurance policy (or any other insurance policy noted on EXHIBIT H as being subject to this waiver of subrogation provision) maintained by Tenant with respect to the Premises, or Landlord with respect to the Building or the Project, shall contain, in the case of Tenant’s policies, a waiver of subrogation provision or endorsement in favor of Landlord, and in the case of Landlord’s policies, a waiver of subrogation provision or endorsement in favor of Tenant. Tenant and Landlord, respectively, agree to indemnify, protect, defend and hold harmless each other from and against any

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claim, suit or cause of action asserted or brought by an indemnitor’s insurer(s) for, on behalf of, or in the name of the indemnitor, including, but not limited to, claims for contribution, indemnity or subrogation, brought in contravention of this paragraph, to the extent of the insurance proceeds paid and received.

10.DAMAGE OR DESTRUCTION

10.1Damage and Repair. If the Leasehold Improvements, Premises or Building is damaged by fire or other casualty, then the parties will proceed as follows:

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10.2Rent Abatement. If Tenant did not cause the damage or destruction under §10.1, and as a result of the damage or destruction the Premises are rendered untenantable for more than [***], then from the [***] Tenant’s Base Rent and Additional Rent shall be abated to the extent that the Premises are untenantable. Such abatement shall terminate upon Tenant’s occupancy of the restored Premises, but in any event not later than the [***] after completion of Landlord’s required repairs and restoration of the Premises and that portion of the Building necessary for Tenant’s occupancy of the Premises. Tenant’s sole remedy will be the abatement of Base Rent and Additional Rent provided under this §10.2, and Landlord will not be liable to Tenant for any other amount or remedy, including damages to Tenant’s Personal Property, consequential damages, actual or constructive eviction, termination of this Lease, or abatement of any other item of Rent. The provisions of this Section shall not be negated by an event of Force Majeure.

11.INDEMNITY

11.1Claims. “Claims” means any and all liabilities, losses, claims, demands, damages or expenses that are suffered or incurred by a party, including attorneys’ fees reasonably incurred by that party in the defense or enforcement of the rights of that party.

11.2Tenant’s Indemnity.

11.3Landlord’s Indemnity.

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11.4Affiliates Defined. “Affiliates” means with respect to a party (a) that party’s partners, members, shareholders, joint venturers and (b) any entity that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with a party hereto. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) shall mean the ownership or control of securities (including without limitation, stock, partnership interests and membership interests) possessing more than fifty percent (50%) of the voting power of all outstanding voting securities of an entity or the power to otherwise direct or cause the direction of the management and policies of the entity, whether through the ownership of voting securities or similar rights, and (c) the directors, managers, partners, officers, employees and agents of that party and each person or entity described in §11.4(a-b).

11.5Survival of Waivers and Indemnities. Landlord’s and Tenant’s waivers and indemnities under §11.2 and §11.3 will survive the expiration or early termination of this Lease.

12.CONDEMNATION

12.1Taking. “Taking” means the acquiring of all or part of the Project for any public or quasi-public use by exercise of a right of eminent domain or under any other law, or any sale in lieu thereof. If a Taking occurs:

12.2Awards. Landlord is entitled to the entire award for any claim for a Taking of any interest in this Lease or the Project, without deduction or offset for Tenant’s estate or interest; however, Tenant may make a claim for relocation expenses and damages to Tenant’s Personal Property and business to the extent that Tenant’s claim does not reduce Landlord’s award. In no event shall Tenant make any claim based on the value of this Lease or the leasehold estate created hereby.

13.TENANT TRANSFERS

13.1Terms Defined.

(a)Transfer Defined. “Transfer” means any:

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13.2Prohibited Transfers. Tenant may not enter into any Transfer if such Transfer will result in any portion of the Rent not constituting “rents from real property” with respect to Landlord, within the meaning of Section 856(d) of the Internal Revenue Code of 1986, as amended (the “Code”). In particular, Tenant may not enter into a Transfer (i) that provides for rent or other compensation based in whole or in part on the net income or profits from the business operated in the Premises, or (ii) if the proposed transferee is directly or indirectly related to the Landlord under Section 856, et seq. of the Code. Any such Transfers shall be considered null, void and of no force or effect.

13.3Consent Not Required. If Tenant is not in default or breach of this Lease, Tenant may effect a Transfer to a Permitted Transferee without Landlord’s prior consent, but with notice to Landlord prior to the Permitted Transferee’s occupancy. “Permitted Transferee” means any person or entity that:

13.4Consent Required. Each proposed Transfer other than those prohibited under §13.2 or permitted under §13.3 requires Landlord’s prior written consent, which shall not be unreasonably withheld, in which case the parties will proceed as follows:

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exercise a right of first refusal to sublease such portion of the Premises at the lesser of (A) the Rent (prorated for subletting part of the Premises), or (B) the rent payable in the proposed Transfer; or

(E)Tenant is not in Default under this Lease.

13.5Payments to Landlord. Tenant shall pay Landlord [***] of Transfer receipts that exceed Tenant’s Rent (on a per square foot basis); after Tenant is reimbursed for Tenant’s reasonable and customary out-of-pocket costs incurred in the Transfer, including attorneys’ fees, Alterations, and broker commissions. Tenant shall pay Landlord a [***] review fee, and Landlord’s reasonable attorneys’ fees not to exceed [***] per Transfer, for each proposed Transfer, excepting those in which Landlord exercises its rights under subsection (1) or (2) of §13.4(b).

13.6Effect of Transfers. No Transfer will release Tenant or any guarantor of this Lease from any Lease obligation. Landlord’s acceptance of a payment from any person or entity other than Tenant that occupies the Premises does not waive Tenant’s obligations under this Article 13. If Tenant is in Default of this Lease, Landlord may proceed against Tenant without exhausting any remedies against any transferee and may require (by written notice to any transferee) any transferee to pay Transfer rent owed Tenant directly to Landlord (which Landlord will apply against Tenant’s Lease obligations). Termination of this Lease for any reason will not result in a merger. Each sublease will be deemed terminated upon termination of this Lease unless Landlord notifies the subtenant in writing of Landlord’s election to assume any sublease, in which case the subtenant shall attorn to Landlord under the executory terms of the sublease. Any Transfer or attempted Transfer in violation of the provisions of this Article 13 shall be void and of no force and effect.

14.LANDLORD TRANSFERS

14.1Landlord’s Transfer. Landlord’s right to transfer any interest in the Project or this Lease is not limited by this Lease. Upon any such transfer, Tenant will attorn to Landlord’s transferee and Landlord will be released from liability under this Lease, except for any Lease obligations accruing before the transfer that are not assumed by the transferee.

14.2Subordination. This Lease is, and shall at all times be, subject and subordinate to each ground lease, mortgage, deed to secure debt or deed of trust now or later encumbering the Project or any portion thereof, including each renewal, modification, supplement, amendment, consolidation or replacement thereof (each, an “Encumbrance”). Within [***] of Landlord’s request, Tenant shall, without charge, execute, acknowledge and deliver to Landlord (or, at Landlord’s request, the Encumbrance holder) any instrument reasonably necessary to evidence this subordination. If Tenant fails to execute and deliver such instrument within said [***] period, Tenant hereby authorizes Landlord to execute the same as Tenant’s attorney in fact. Notwithstanding the foregoing, each Encumbrance holder may unilaterally elect to subordinate its Encumbrance to this Lease. Notwithstanding anything contained to the contrary hereinabove, the subordination of this Lease to

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Landlord’s current mortgage is conditioned upon Landlord, Tenant, and Landlord’s current mortgage lender executing a Subordination, Non-Disturbance and Attornment Agreement (“SNDA”) in mutually acceptable form on or about the date of execution of this Lease. With respect to future mortgages of the Property, Landlord shall use reasonable efforts to obtain and deliver to Tenant a reasonable SNDA from Landlord’s future mortgage lenders on such lender’s customary form as negotiated by Tenant, but receipt of SNDAs from future lenders shall not be a condition to this Lease or Tenant’s subordination. Tenant may be required to execute each such SNDA before Landlord or the lender will execute the SNDA. Tenant shall be responsible to pay Landlord’s lender’s SNDA processing and legal fees and Tenant shall reimburse Landlord for same within [***] of receipt of an invoice therefor. Landlord shall not be in default in the event Tenant desires to negotiate the SNDA and the parties are unable to agree upon a final form of SNDA. A party’s signature on a SNDA shall evidence such party’s agreement to and acceptance of such SNDA.

14.3Attornment. Upon written request of a Successor Landlord (as such term is defined below), Tenant will attorn to any transferee of Landlord’s interest in the Project that succeeds Landlord by reason of a termination, foreclosure or enforcement proceeding of an Encumbrance, or by delivery of a deed in lieu of any foreclosure or proceeding (a “Successor Landlord”). In this event, the Lease will continue in full force and effect as a direct lease between the Successor Landlord and Tenant on all of the terms of this Lease, except that the Successor Landlord shall not be:

14.4Estoppel Certificate. Within [***] after receipt of Landlord’s written request, Tenant (and each guarantor of the Lease) will execute, acknowledge and deliver to Landlord a certificate upon which Landlord and each existing or prospective Encumbrance holder may rely confirming the following (or any exceptions to the following):

15.DEFAULT AND REMEDIES

15.1Tenant’s Default and Remedies.

(a)Tenant will be in “Default” of this Lease if Tenant either:

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the Construction Allowance and any other contribution by Landlord to the cost of tenant improvements and alterations, if any, installed either by Landlord or Tenant pursuant to this Lease or any work letter in connection with this Lease.

15.2Landlord’s Default and Remedies.

15.3Enforcement Costs. If Landlord or Tenant brings any action against the other to enforce or interpret any provision of this Lease (including any claim in a bankruptcy or an assignment for the benefit of

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creditors), the prevailing party shall recover from the other reasonable costs and attorneys’ fees incurred in such action.

15.4WAIVER OF JURY TRIAL. LANDLORD AND TENANT EACH WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER CONCERNING ANY MATTER RELATED TO THIS LEASE.

15.5Force Majeure. If either party shall be delayed in, or prevented from, the performance of any act or service required under this Lease, by reason of strikes, inability to procure materials, failure of power, restrictive governmental laws or regulations, riot, insurrection war, terrorism, or any act of God, or other reasons of a similar or dissimilar nature which are beyond the reasonable control of the party (“Force Majeure”), then the performance of any such act or service shall be excused for the period of the resulting delay. Notwithstanding the foregoing, this paragraph shall not be applied so as to excuse or delay (a) payment of any monies from one party to the other, including Rent, or (b) performance of obligations which can be cured by the payment of monies.

16.SECURITY DEPOSIT

16.1The Security Deposit shall be delivered by Tenant in the form of a clean, unconditional, irrevocable letter of credit. Such letter of credit shall be: (a) in form and substance satisfactory to Landlord in its reasonable discretion (it being understood that Landlord approves the form of letter of credit attached hereto as EXHIBIT F) (with the following criteria at a minimum); (b) at all times in the stated face amount of not less than the Security Deposit amount required under this Lease and shall on its face state that multiple and partial draws are permitted and either (i) that partial draws will not cause a corresponding reduction in the stated face amount of the letter of credit or (ii) that, within [***] after any such partial draw, the issuer will notify Landlord in writing that the letter of credit will not be reinstated to its full amount in which event Landlord shall have the right to immediately draw on the remainder of the letter of credit (it being understood that the total Security Deposit on hand, whether in cash or letter of credit form, shall at all times be not less than the total Security Deposit amount as so required); (c) issued by a commercial bank acceptable to Landlord from time to time with an office in the Chicago, Illinois area for the account of Tenant, and its permitted successors and assigns under this Lease; (d) made payable to, and expressly transferable and assignable one or more times at no charge by, the owner from time to time of the Building or its lender (which transfer/assignment shall be conditioned only upon the execution of a reasonable and customary written document in connection therewith), whether or not the original account party of the letter of credit continues to be the Tenant under this Lease by virtue of a change in name or structure, merger, assignment, transfer or otherwise; (e) payable at sight upon presentment to a Chicago, Illinois branch of the issuer of a simple sight draft stating only that Landlord is permitted to draw on the letter of credit under the terms of the Lease and setting forth the amount that Landlord is drawing; (f) of a term not less than one year, and shall on its face state that the same shall be renewed automatically, without the need for any further written notice or amendment, for successive minimum one year periods, unless the issuer notifies Landlord in writing, at least [***] prior to the expiration date thereof, that such issuer has elected not to renew the letter of credit (which will thereafter entitle Landlord to draw on the letter of credit); and (g) at least [***] prior to the then current expiration date of such letter of credit, either (1) renewed (or automatically and unconditionally extended) from time to time through [***] after the expiration of the Lease Term, or (2) replaced by Tenant with another letter of credit meeting the requirements of this section, in the full amount of the Security Deposit. Tenant shall cooperate with Landlord to effect any modifications, transfers or replacements of the letter of credit requested by Landlord in order to assure that Landlord is at all times fully secured by a valid letter of credit that may be drawn upon by Landlord, its successors and assigns. Notwithstanding anything in this Lease to the contrary, any cure or grace period provided in connection with a Default shall not apply to any of the foregoing requirements of the letter of credit, and, specifically, if any of the aforesaid requirements are not complied with timely, then an immediate Default shall occur and Landlord shall have the right to immediately draw upon the letter of credit without notice to Tenant and apply the proceeds to the Security Deposit. Each letter of credit shall be issued by a commercial bank that has a credit rating with respect to certificates of deposit, short term deposits or commercial paper of at least P-2 (or equivalent) by Moody’s Investor Service, Inc., or at least A-2 (or equivalent) by Standard & Poor’s Corporation, and shall be otherwise acceptable to Landlord in its reasonable discretion. If the issuer’s credit rating is reduced below P-2 (or equivalent) by Moody’s Investors Service, Inc. or below A-2 (or equivalent) by Standard & Poor’s Corporation, or if the financial condition of such issuer changes in any other materially adverse way, then Landlord shall have the right to require that Tenant obtain from a different issuer a substitute letter of credit that complies in all respects with the requirements of this section, and Tenant’s failure to obtain such substitute letter of credit within

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[***] following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) shall entitle Landlord to immediately draw upon the then existing letter of credit in whole or in part, without notice to Tenant. In the event the issuer of any letter of credit held by Landlord is insolvent or is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation, or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for the issuer, then, effective as of the date of such occurrence, said letter of credit shall be deemed to not meet the requirements of this section, and, within [***] thereof, Tenant shall replace such letter of credit with other collateral acceptable to Landlord in its sole and absolute discretion (and Tenant’s failure to do so shall, notwithstanding anything in this Lease to the contrary, constitute a Default for which there shall be no notice or grace or cure periods being applicable thereto other than the aforesaid [***]  period). Any failure or refusal of the issuer to honor the letter of credit shall be at Tenant’s sole risk and shall not relieve Tenant of its obligations hereunder with respect to the Security Deposit.

16.2Notwithstanding the foregoing, provided no Default has occurred hereunder and, not earlier than [***] prior to and no later than [***] after each reduction date set forth below, Tenant has delivered to Landlord a written request for Landlord to acknowledge (and Landlord has made such acknowledgement in writing on such form as is reasonably required by the issuing bank, and Landlord agrees to so acknowledge, if true, within [***] after request therefor) that no Default has occurred hereunder, Tenant may reduce the amount of the Letter of Credit to [***] after Tenant has paid [***] of Rent, to [***] after Tenant has paid [***] of Rent and to [***] after Tenant has paid of Rent with no further reduction thereafter. If the deposit is then held in cash, Landlord shall refund any reduced amount to Tenant within [***] of Landlord’s receipt of the written request and confirmation of no Default.

17.MISCELLANEOUS

17.1Rules and Regulations. Tenant will comply with the Rules and Regulations attached as EXHIBIT C. Landlord may reasonably modify or add to the Rules and Regulations upon notice to Tenant. If the Rules and Regulations conflict with this Lease, the Lease shall govern.

17.2Notice. Notice to Landlord must be given to Landlord’s Notice Addresses. Notice to Tenant must be given to Tenant’s Notice Addresses. By notice to the other, either party may change its Notice Address. Each notice must be in writing and must be: (i) mailed by first class, United States Mail, postage prepaid, certified, with return receipt requested, or (ii) hand delivered by local courier or national overnight delivery service (e.g., Federal Express). Notice sent by certified mail, postage prepaid, shall be effective two (2) business days after being deposited in the United States Mail; notices sent by hand delivery or overnight courier shall be effective one (1) business day after being deposited with the courier service.

17.3Relocation. Intentionally Deleted.

17.4Building Name. Tenant shall not use the Building’s name or image for any purpose, other than Tenant’s address. Landlord may change the name of the Building without any obligation or liability to Tenant.

17.5Entire Agreement. This Lease is deemed integrated and contains all of each party’s representations, waivers and obligations. The parties may only modify or amend this Lease in a writing that is fully executed and delivered by both parties.

17.6Counterparts. This Lease may be executed in any number of counterparts, each of which when taken together shall be deemed to be one and the same instrument.

17.7Successors. Unless provided to the contrary elsewhere in this Lease, this Lease binds and inures to the benefit of each party’s heirs, successors and permissible assignees.

17.8No Waiver. A party’s waiver of a breach of this Lease will not be considered a waiver of any other breach. No custom or practice that develops between the parties will prevent either party from requiring strict performance of the terms of this Lease. No Lease provision or act of a party creates any relationship between the parties other than that of landlord and tenant.

17.9Independent Covenants. The covenants of this Lease are independent. A court’s declaration that any part of this Lease is invalid, void or illegal will not impair or invalidate the remaining parts of this Lease, which will remain in full force and effect.

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17.10Captions. The use of captions, headings, boldface, italics or underlining is for convenience only, and will not affect the interpretation of this Lease.

17.11Authority. Individuals signing this Lease on behalf of either party represent and warrant that they are authorized to bind that party.

17.12Applicable Law. This Lease is governed by the internal laws of the State of Illinois without application of conflicts of law provisions or choice of law rules. In any action brought under this Lease, Tenant submits to the jurisdiction of the courts of the State of Illinois, and to venue in Chicago, Illinois.

17.13Confidentiality. Tenant will not record this Lease or a memorandum of this Lease without Landlord’s prior written consent. Tenant will keep the terms of this Lease confidential and, unless required by law, may not disclose the terms of this Lease to anyone other than Tenant’s Affiliates to the extent necessary to Tenant’s business.

17.14Reasonableness and Consent. Tenant’s sole remedy for any claim against Landlord that Landlord has unreasonably withheld or unreasonably delayed any consent or approval shall be an action for injunctive or declaratory relief. In addition, so long as (a) Tenant confirms with Landlord, no more than [***] in advance of the request, the correct Landlord’s email address (based on the nature of the request) to whom the request should be sent, and (b) such email request from Tenant states in ALL CAPS and BOLD LETTERS that the Landlord’s recipient must provide a prompt return email to Tenant acknowledging receipt of Tenant’s request, Tenant may use electronic mail only for requests for Landlord’s consent or approval required under this Lease in lieu of sending same via regular or overnight email, provided, however, any notice that is being sent to trigger a “deemed approval” must be sent in accordance with the formal notice provisions of this Lease in order to be effective (although a courtesy email may be sent as well, such email shall not trigger the cure period). If Tenant does not promptly receive an emailed acknowledgement from Landlord’s recipient of receipt of Tenant’s request, the burden shall be on Tenant to follow-up with Landlord’s designated recipient and to prove Landlord’s receipt of the emailed request.

17.15 Time. Time is of the essence as to all provisions in this Lease in which time is a factor.

17.16Quiet Enjoyment. So long as Tenant is not in Default, Tenant shall have the right to peacefully and quietly enjoy the Premises for the Term, subject to the terms of this Lease, matters of record, and rights of other tenants of the Project.

17.17Right to Enter Premises. Upon 24 hours prior notice, which may be sent via email or may be oral, provided if communicated orally such communication will be made to Tenant’s Representative (listed below) as changed from time-to-time through written notice provided to Landlord (other than in an emergency or to perform daily maintenance obligations, such as janitorial services, in which case no notice is required), Landlord may enter the Premises at any reasonable time to inspect the Premises, show the Premises to prospective lenders, purchasers or tenants, or perform Landlord’s duties under this Lease. Tenant’s Representative is Tim Finney, c/o Enfusion Legal, Telephone: 312 ###-###-####, E-mail: ***@***, c/o ***@***. If Tenant has not kept the contact information for Tenant’s Representative current, Landlord’s obligation will be deemed satisfied if Landlord attempts to provide notice pursuant to that last known contact information whether or not received.

17.18Lender Approval. Intentionally Deleted.

17.19Exhibits. The exhibits attached to this Lease are incorporated herein. If any exhibit is inconsistent with the terms of this Lease, the provisions of this Lease will govern.

17.20Financial Statements. At any time during the Term of this Lease, but not more than one (1) time per calendar year, if Tenant is in Default, if requested by a lender, if in connection with a sale or refinance of the Building or in connection with the exercise of any of Tenant’s special options hereunder, Tenant shall, upon [***] prior written notice from Landlord, provide Landlord with a current financial statement and financial statements for the [***] prior to the current financial statement year for Tenant and any guarantor of Tenant’s obligations under this Lease. Such statements shall be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. Tenant consents to the delivery of such financial statements by Landlord to lenders or prospective lenders or purchasers of the Building.

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17.21No Light, Air or View Easement. This lease does not create, nor shall Tenant have, any easement, express or implied, or any other right for light, air or view to or from the Premises. Any reduction or blockage of light, air or view by any structure which may be erected after the Execution Date shall in no way effect this Lease, the obligations of Tenant hereunder or impose any additional liability on Landlord.

17.22Guaranty. Intentionally Deleted.

17.23Abatement. Notwithstanding anything to the contrary herein, Landlord shall have the option, in connection with any sale, recapitalization, or finance of the Building/Project, to make a cash payment to Tenant in the amount of the remaining abatement contemplated under §4.6, if any, or any future abatement included as part of an amendment to this Lease with respect to any additional space that Tenant may lease, or otherwise (“Future Abatement”). Hereinafter the remaining abated Base Rent, Taxes and Expenses due for the §4.6 abatement and any Future Abatement shall be referred to herein as the “Abated Rent Payment”. Upon Landlord’s tender of the Abated Rent Payment in full, Tenant shall no longer be entitled to abate Base Rent, Expenses and Taxes pursuant to §4.6, if any, or any Future Abatement, as applicable. Landlord shall exercise its option to buy out any Abated Rent Payment by notice given to Tenant at least [***] before the closing of the sale, recapitalization, or finance of the Building, and shall make the payment to Tenant on or immediately following the date of such closing.

17.24Tenant’s Security. Provided Tenant complies with the requirements of this Lease (including, without limitation, Article 8), Tenant may install and maintain Tenant’s own internal security system in the Premises provided (a) Tenant obtains Landlord’s prior written approval (not to be unreasonably withheld, conditioned or delayed); (b) any such system must be compatible with the existing Building’s fire/life safety and security systems including unlocking in the event of an emergency or fire alarm test. Tenant acknowledges and agrees that the Building has an established key card system and that Tenant’s internal security system must be compatible with the Building’s system so that a separate card is not needed by Landlord’s employees to access the Premises. All doors to and within the Premises with key card entry must have key overrides using Building Standard hardware that allows the Building to have master override capability, must be compatible with the Building’s standard Best key lock hardware. Any door with a mag lock must be tied to the Building’s emergency management system at Tenant’s cost.

18.RENEWAL OPTION

18.1Tenant is hereby granted one (1) option (the “Extension Option”) to extend the term of the Lease for the entire Premises then under Lease for one (1) additional periods of five (5) years (the “Extension Term”). The Extension Option may be exercised only by giving Landlord irrevocable and unconditional written notice thereof no later than twelve (12) months prior to the commencement of the Extension Term. Tenant may not exercise the Extension Option if Tenant is in Default under the Lease beyond the expiration of any applicable cure period at the date of said notice. Upon exercise of the Extension Option, all references in the Lease to the Term shall be deemed to be references to the Term as extended pursuant to the Extension Option. The Extension Term shall be on the same terms, covenants and conditions as are contained in the Lease, except that (i) Tenant shall have no further right to extend the Term, (ii) Base Rent applicable to the Premises for the Extension Term shall be determined as provided below, and (iii) any initial rent abatement, concession or allowance which are in the nature of economic concessions or inducements shall not be applicable to the Extension Term. In addition to Base Rent, Tenant shall pay Additional Rent and other Rent during the Extension Term as provided in this Lease. Base Rent per annum per rentable square foot of the Premises for the Extension Term shall be the Current Market Rate for lease terms commencing on or about the date of commencement of such Extension Term. The term “Current Market Rate” means the prevailing rental rate per rentable square foot for comparable leases recently executed for comparable space in the Building and in comparable buildings in the downtown Chicago area. The determination of Current Market Rate shall take into consideration net versus gross lease; differing base years if applicable; any differences in the size of space being leased, the location of space in the Building and in comparable buildings in the downtown Chicago area and the length of lease terms; any differences in definitions of rentable square feet or rentable area with respect to which rental rates are computed; the value of rent abatements, allowances (for demolition, space planning, architectural and engineering fees, construction, moving expenses, commissions, or other purposes), the location and condition of the Building and comparable buildings in the downtown Chicago area, the location and condition of the Premises within the Building (provided the calculation shall expressly exclude consideration of Tenant’s Personal Property and all Leasehold Improvements on or part of the Premises which have either been installed or paid for by Tenant (i.e., the Premises shall be deemed to be void of those items)) and other pertinent factors. The Current Market Rate may include an escalation of a fixed base rental rate (based on a fixed step or

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index) then prevailing in the market. Within [***] after receipt of Tenant’s notice to extend Landlord shall deliver to Tenant written notice of the Current Market Rate and shall advise Tenant of the required adjustment to Base Rent, if any.

18.2Tenant and Landlord shall, within [***] after receipt of Landlord’s notice attempt to agree on the Current Market Rate, and Tenant shall notify Landlord in writing whether Tenant (a) accepts Landlord’s determination of the Current Market Rate; (b) rejects Landlord’s determination of the Current Market Rate, or (c) requests that the Current Market Rate be determined by an appraiser (“Arbitration Request”). If Tenant rejects Landlord’s determination, Tenant’s exercise of the Extension Option granted herein shall be deemed revoked and of no further force of effect. If Tenant requests that the Current Market Rate be determined by an appraiser, Landlord and Tenant, within [***] after the date of the Arbitration Request, shall each simultaneously submit to the other, in a sealed envelope, its good faith estimate of the Current Market Rate (collectively referred to as the “Estimates”). If the higher of such Estimates is not more than [***]  of the lower of such Estimates, then Current Market Rate shall be the average of the two Estimates. If the Current Market Rate is not resolved by the exchange of Estimates, Landlord and Tenant, within [***] after the exchange of Estimates, shall each select an appraiser to determine which of the two Estimates most closely reflects the Current Market Rate. Each appraiser so selected shall be certified as an MAI appraiser and shall have had at least five (5) years’ experience within the previous ten (10) years as a real estate appraiser or commercial real estate office broker working in the same submarket in which the Building is located, with working knowledge of current office rental rates and practices. For purposes of this Lease, an “MAI” appraiser means an individual who holds an MAI designation conferred by, and is an independent member of, the American Institute of Real Estate Appraisers (or its successor organization, or in the event there is no successor organization, the organization and designation most similar). Upon selection, Landlord’s and Tenant’s appraisers shall work together in good faith to agree upon which of the two Estimates most closely reflects the Current Market Rate. The Estimate chosen by such appraisers shall be binding on both Landlord and Tenant as the Current Market Rate. If either Landlord or Tenant fails to appoint an appraiser within the [***] period referred to above, the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. If the two appraisers cannot agree upon which of the two Estimates most closely reflects the Current Market Rate within the [***] after their appointment, then, within [***] after the expiration of such [***] period, the two (2) appraisers shall select a third appraiser meeting the aforementioned criteria. Once the third appraiser has been selected as provided for above, then, as soon thereafter as practicable but in any case within [***], the appraiser shall make his determination of the Current Market Rate. In the event the third appraisal shall be greater than the average of the first two (2) appraisals submitted by Landlord and Tenant, then the Current Market Rate shall be the average of the two (2) highest appraisals. In the event such third appraisal shall be lower than the average of the first two (2) appraisals, then the Market Rate shall be the average of the two (2) lowest appraisals and the Current Market Rate so determined shall be binding upon Landlord and Tenant and Tenant shall pay [***] of such amount during the Extension Term. The parties shall share equally in the costs of the third appraiser. Any fees of any appraiser, counsel or experts engaged directly by Landlord or Tenant, however, shall be borne by the party retaining such appraiser, counsel or expert. In the event that the Current Market Rate has not been determined by the commencement date of the Extension Term at issue, Tenant shall pay the most recent Base Rent set forth in the Lease until such time as the Current Market Rate has been determined. Upon such determination, Base Rent shall be retroactively adjusted. If such adjustment results in an underpayment of Base Rent by Tenant, Tenant shall pay Landlord the amount of such underpayment within [***] after the determination thereof. If such adjustment results in an overpayment of Base Rent by Tenant, Landlord shall credit such overpayment against the next installment of Base Rent due under the Lease and, to the extent necessary, any subsequent installments until the entire amount of such overpayment has been credited against Base Rent.

18.3Tenant must timely exercise the Extension Option or the Extension Option shall terminate. Tenant may not exercise the Extension Option if Tenant is not occupying and conducting business in the Premises. Tenant’s exercise of the Extension Option shall not operate to cure any default by Tenant of any of the terms or provisions in the Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise the Extension Option, or if Tenant shall have subleased or assigned all or any portion of the Premises in a sublease or assignment that requires Landlord’s consent, then immediately upon such termination, sublease or assignment, the Extension Option shall simultaneously terminate and become null and void. The Extension Option is personal to the original named Tenant and any Permitted Transferee of such Tenant.

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19.RIGHT OF FIRST OFFER

19.1Subject to existing renewal options, expansion options, and other preferential rights to lease of other tenants, and provided no Default then exists, Landlord shall, prior to offering the same to any party (other than the then-current tenant therein), first offer to lease to Tenant any space contiguous to the Premises on the 7^th floor (the “Offer Space”); such offer shall be in writing and specify the lease terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Tenant shall notify Landlord in writing whether Tenant irrevocably elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within [***] after Landlord delivers to Tenant the Offer Notice. If Tenant timely elects to lease the Offer Space, then Landlord and Tenant shall execute an amendment to this Lease, effective as of the date the Offer Space is to be included in the Premises, on the terms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Lease; however, Tenant shall accept the Offer Space in an “AS-IS” condition and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements except as specifically provided in the Offer Notice and further provided that the term of Tenant’s lease of the Offer Space shall end contemporaneously with the expiration of the Term set forth in this Lease (as it may be renewed or extended), unless sooner terminated as provided in this Lease. Base Rent, Taxes and Expenses for the Offer Space shall commence on the earlier to occur of the date Tenant opens for the conduct of business in the Offer Space and the [***] following the date on which the Offer Space is delivered to Tenant. From the date the Offer Space is delivered to Tenant. Notwithstanding the foregoing, if prior to Landlord’s delivery to Tenant of the Offer Notice, Landlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Tenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer.

19.2If Tenant fails or is unable to timely exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that Tenant’s right hereunder is a one-time right only), and Landlord may lease all or a portion of the Offer Space to third parties on such terms as Landlord may elect. Tenant may not exercise its right of first offer if a Default exists or if Tenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of Tenant’s right of first offer in the event of exercise of such preferential right. Notwithstanding anything to the contrary contained in this Article, Landlord shall not be required to provide Tenant an Offer Notice more than once in any six (6) month period. If Tenant declines or waives its right to lease Offer Space, then Landlord shall be free to lease all or any portion of the Offer Space (whether or not previously offered to Tenant) without regard to Tenant’s right of first offer during the six (6) month period after Tenant’s refusal or waiver.

19.3Tenant’s right of first offer rights shall terminate if (a) the Lease or Tenant’s right to possession of the Premises is terminated, (b) Tenant assigns any of its interest in the Lease or sublets any portion of the Premises other than to a Permitted Transferee, (c) Tenant is not occupying the Premises, or (d) less than three (3) full calendar years remain in the term of this Lease, unless Tenant exercises an available renewal option.

20.INTENTIONALLY DELETED.

21.ANTENNA

Landlord agrees that Tenant may lease space on the roof of the Building so that Tenant may install one satellite transmitting or receiving dish or an antenna necessary for Tenant’s business (and not for public broadcasting) (the “Antenna”), provided that (a) the size, location and manner of installation of such Antenna shall be determined by Landlord in its reasonable discretion, (b) the Antenna a shall be located so as to not be visible except from above the Building and Tenant shall install such screens as may be necessary to prevent the visibility of the Antenna, (c) no such Antenna shall be affixed to the roof of the Building by any device which penetrates the roof and Landlord shall have the right to approve in advance Tenant’s mounting of the Antenna, (d) Tenant shall bear all costs and liability incurred with respect to the installation, operation, maintenance, removal and insuring of the Antenna, (e) installation, operation and removal of the Antenna shall be performed in such manner as is necessary in order to preserve Landlord’s roof warranty, (f) the installation, operation and maintenance of the Antenna is permitted under and performed in full compliance with all applicable federal, state and local laws and regulations

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and the rules and regulations of the Building, (g) Tenant’s Antenna shall not interfere with any other existing equipment and Tenant shall work with Landlord or Landlord’s contractor to resolve any interference issues, and (h) Tenant shall also be responsible for the cost of the electricity to operate the Antenna. Landlord agrees that Tenant shall have the non-exclusive right to use the risers in the Building for installation, operation, maintenance and removal of the Antenna; provided that (i) such use of the riser space shall be shared with other tenants and the providers of services to the Building, (ii) Tenant shall make no installation or alteration in any riser without Landlord’s prior written consent, and (iii) such use otherwise complies with this Article 21. Tenant shall be responsible for the repair and maintenance of the Antenna a and all related equipment and wiring during the Term of this Lease, at Tenant’s sole cost and expense, and upon the termination of this Lease shall, at Tenant’s sole cost and expense, remove said Antenna and all related equipment and wiring and repair any damage to the roof or risers of the Building caused as a result of such use or removal. Any required structural support or reinforcement shall be made at Tenant’s sole cost and will be performed by Landlord or Landlord’s contractors. Landlord will not be liable to Tenant or to any other person whomsoever for any injury to person or damage to property, arising out of any use of the roof or any other portion of the Building in connection with the Antenna, and Tenant hereby indemnifies Landlord from any and all liability thereof.

22.        FITNESS FACILITY

Landlord shall install or cause to be installed an unstaffed fitness center (“Fitness Facility”) on the 20th floor of the Building. Tenant and Tenant’s employees shall have the non-exclusive right to use the Fitness Facility during the Fitness Facility’s hours of operation. Tenant’s use of the Fitness Facility will be limited to Tenant, Tenant’s permitted assignees and subtenants, and their employees, on a non-exclusive basis. Tenant and its employees shall use the Fitness Facility at their own risk and will provide any certifications and waivers of liability as Landlord may request from time to time. As provided in §4.2 above, the cost of repair or replacement of equipment in the Fitness Facility and the cost to operate and maintain the Fitness Facility (including, without limitation, subsidies), as well as the cost of providing utilities, cleaning and other services to the Fitness Facility, may be included in Expenses. Tenant shall pay a one-time activation fee of [***] per employee for use of the Fitness Facility and monthly individual membership dues shall be [***] per month per employee. Corporate monthly membership dues (if more than ten employees sign-up) shall be at a reduced rate of [***] per employee per month. Landlord shall not be obligated to provide, and Tenant shall not have a right to receive, any of the fee structure above in the event an independent third party operates, manages, and has the right to receive the profit or revenue from the Fitness Facility.

[Intentionally Deleted].

24.TENANT LOUNGE

Landlord has installed a tenant lounge on the 6th floor of the Building with seating, Wi-Fi and a coffee center to be used on a non-exclusive basis with other tenants of the Building. As provided in Section 4.2, the cost of repair or replacement of equipment and furniture in the tenant lounge and the cost to operate and maintain the tenant lounge, as well as the cost of providing utilities, cleaning and other services to the tenant lounge, shall be included in Expenses.

25.ROOFTOP TERRACE

Landlord has constructed a rooftop terrace to be constructed on the 6th floor of the Building with seating and Wi-Fi, to be used on a non-exclusive basis with other tenants of the Building when weather permits. As provided in Section 4.2, the cost of repair or replacement of equipment and furniture on the rooftop terrace and the cost to operate and maintain the rooftop terrace, well as the cost of providing utilities, cleaning and other services to the rooftop terrace, shall be included in Expenses.

Landlord shall provide Tenant, at Landlord’s expense, with electronic lobby directory signage in the 125 S. Clark lobby. Subject to applicable laws and the requirements and approval of all governmental authorities and the Commission on Chicago Landmarks or its equivalent, which, with respect to the latter, are necessary to preserve the

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landmark status of the Building (the “Signage Requirements”), on each full floor leased and occupied by Tenant, Tenant, at Tenant’s expense, may also install Tenant’s standard logo and graphics at the entrance to the Premises and throughout the Premises. On multi-tenant floors, the logos and graphics visible to the Common Areas shall be Building standard.

[SIGNATURES TO IMMEDIATELY FOLLOW]

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HAVING READ AND INTENDING TO BE BOUND BY THE TERMS AND PROVISIONS THEREOF,
LANDLORD AND TENANT HAVE EXECUTED THIS LEASE AS OF THE EXECUTION DATE.

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TENANT

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ENFUSION LTD. LLC,

a Delaware limited liability company

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LANDLORD

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125 S. CLARK (CHICAGO) SPE, LLC,

a Delaware limited liability company

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Signature Page

EXHIBIT A

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[***]

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A-1

EXHIBIT B

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[***]

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B-1

EXHIBIT C

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[***]

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C-1

EXHIBIT D

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[***]

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D-1

EXHIBIT E

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[***]

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E-l-1

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EXHIBIT F

[***]

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E-l-2

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EXHIBIT G

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[***]

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G-1

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EXHIBIT H

[***]

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H-1

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EXHIBIT I
[***]

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I-1

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FIRST AMENDMENT TO OFFICE LEASE

THIS FIRST AMENDMENT TO OFFICE LEASE (this “Amendment” is made and entered into as of the 24 day of March, 2017, by and between 125 S. CLARK (CHICAGO) SPE, LLC, a Delaware limited liability company (“Landlord”), and ENFUSION LTD LLC, a Delaware limited liability company (“Tenant”) (Landlord and tenant shall collectively be referred to herein as the “Parties”).

A.       Landlord and Tenant are parties to that certain Office Lease dated as of March 6, 2017 (the “Lease”), pursuant to which Tenant currently leases from Landlord 12,493 rentable square feet located in Suite 750 on the seventh (7^th) floor (the “Premises”) of the building located at 125 South Clark Street Chicago, Illinois (the “Building”).

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B.       Landlord and Tenant desire to amend the Lease on the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the foregoing recitals, which are hereby made a material part hereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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“(j)Tenant’s Share:2.2112%.”

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IN WITNESS WHEREOF, the Parties have executed this First Amendment to Office Lease as of the date first above written.

TENANT:

ENFUSION LTD. LLC,

a Delaware limited liability company

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LANDLORD:

125 S CLARK (CHICAGO) SPE, LLC,

a Delaware limited liability company

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Amended Exhibit A-3

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AMENDED EXHIBIT A

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[***]

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Amended Exhibit A-4

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SECOND AMENDMENT TO OFFICE LEASE

THIS SECOND AMENDMENT TO OFFICE LEASE (this “Amendment”) is made and entered into as of the 2nd day of November, 2018, by and between 125 S. CLARK (CHICAGO) SPE, LLC, a Delaware limited liability company (“Landlord”), and ENFUSION LTD. LLC, a Delaware limited liability company (“Tenant”) (Landlord and Tenant shall collectively be referred to herein as the “Parties”).

A.Landlord and Tenant are parties to that certain Office Lease dated as of March 6, 2017 (the “Original Lease”), as amended by that certain First Amendment to Office Lease dated March 24, 2017 (the “First Amendment”; together with the Original Lease, the “Lease”), pursuant to which Tenant currently leases from Landlord 12,878 rentable square feet located in Suite 750 on the seventh (7^th) floor (the “Premises”) of the building located at 125 South Clark Street, Chicago, Illinois (the “Building”).

B.Landlord and Tenant desire to amend the Lease on the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the foregoing recitals, which are hereby made a material part hereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.The recitals set forth above are hereby incorporated into and made a material part of this Amendment. Capitalized terms used but not otherwise defined herein shall have the same meaning ascribed to them in the Lease.

2.Pursuant to Section 16.1 of the Lease, Tenant is required to deliver to Landlord the Security Deposit in the form of a clean, unconditional, irrevocable letter of credit (a “Letter of Credit Security Deposit”) in the amount of [***] (the “Security Deposit Requirement”). The Parties hereto agree that in lieu of a Letter of Credit Security Deposit, Tenant’s Security Deposit Requirement may be fulfilled by a security deposit in the form of cash (the “Cash Security Deposit”). Landlord desires for Tenant and Tenant agrees to, concurrently with the execution of this Amendment, deliver to Landlord the Cash Security Deposit. So long as the Security Deposit is in the form of the Cash Security Deposit, the following conditions shall apply:

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If Tenant hereinafter deposits the Letter of Credit Security Deposit with Landlord meeting the requirements of Article 16 of the Lease, Landlord, within [***] after receipt thereof, shall return any then remaining unapplied portion of the Cash Security Deposit to Tenant.

3.Tenant represents that Tenant has not dealt with any broker, agent or finder in connection with this Amendment and agrees to indemnify and hold Landlord harmless from all damages, judgments, liabilities and expenses (including reasonable attorneys’ fees) arising from any claims or demands of any broker, agent or finder with whom Tenant has dealt for any commission or fee alleged to be due in connection with its participation in the procurement of Tenant or the negotiation with Tenant of this Amendment.

4.This Amendment may be executed in any number of counterparts, any one of which shall be an original, but all of which together shall be one and the same instrument.

5.As modified by this Amendment, the Lease is hereby ratified and confirmed, and shall remain in full force and effect. In the event of any inconsistency between the provisions of the Lease and this Amendment, the provisions of this Amendment shall control. Headings used in this Amendment are for convenience only and shall not serve to limit, expand or otherwise alter the terms of this Amendment.

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IN WITNESS WHEREOF, the Parties have executed this Second Amendment to Office Lease as of the date first above written.

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