End of Term. Upon the expiration or earlier termination of the Term of this Lease, # Tenant shall, at its sole cost and expense, quit and surrender to Landlord the Premises broom clean, in good order and condition (ordinary wear and tear excepted), and remove all of its trade equipment, trade fixtures, goods and other property (including the Gaia Sphere Property) therefrom and # surrender to Landlord any and all keys, access cards, computer codes or any other items used to access the Premises.

As this Plan is intended as an incentive to award past service and to serve as an incentive for continued service to the Company, to receive a bonus under the Plan, a Participant must be employed with HMH on the date that bonuses under the Plan are paid.

By Executive at End of Employment Period. The last day of the Initial Period, or the last day of any Renewal Period thereafter, if the Executive shall have notified the Company prior to the next Renewal Date of the Executive’s election not to have the Employment Period automatically renew for the next Renewal Period.

On the earliest to occur of # September 1, 2023, # the date that Borrower prepays the outstanding Secured Obligations (other than any inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) in full, or # the date that the Secured Obligations become due and payable, Borrower shall pay the Lenders a charge equal to Nine Hundred Ninety-Eight Thousand Dollars ($998,000) (the “End of Term Charge A”). Notwithstanding the required payment date of such End of Term Charge A, it shall be deemed earned by the Lenders as of the Closing Date. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately preceding Business Day.

Company Obligations Upon End of Employment. When the employment relationship ends, the Company will have no obligation to pay or provide Employee at any time any compensation, payment or benefit of any kind, except as expressly provided in Sections 6(a) though through 6(e) below.

By Company at End of Employment Period. The last day of the Initial Period, or the last day of any Renewal Period thereafter, if the Company shall have notified the Executive prior to the next Renewal Date of the Company’s election not to have the Employment Period automatically renew for the next Renewal Period.

End of Employment. Employee’s employment as Chief Operating Officer will end effective December 31, 2019 (“Separation Date”). The period from the Effective Date of this Separation Agreement through the Separation Date is referred to herein as the “Transition Period.” During the Transition Period, Employee will serve as Chief Operating Officer and will continue to receive Employee’s base salary (at the current rate of $375,000 annualized, or $31,250.00 per month). On the Separation Date, Employee will be deemed to have resigned as an officer, director, manager, or other similar position of SAIL and Company and each affiliated entity, parent, and subsidiary of each of them (collectively, the “SAIL Affiliated Entities” and individually, a “SAIL Affiliated Entity”). Employee’s coverage under SAIL’s directors’ and officers’ liability insurance, as well as the provisions of each of the SAIL Affiliated Entities’ organizational documents, including certificates of incorporation and bylaws, in each case, as amended, which provide for indemnification of the officers of any SAIL Affiliated Entity to the fullest extent permitted by law, will be the same during the Transition Period as they were prior to signing this Separation Agreement and are otherwise unaffected by this Separation Agreement. Employee’s employment at all times remains at-will, and Employee is expected to perform Employee’s duties through the date on which Employee’s employment ends.

On any date that Borrower partially prepays the outstanding Secured Obligations pursuant to Section 2.5(a), Borrower shall pay the Lenders a charge of 6.75% of such Term Loan Advances being prepaid.

Although it is difficult to contemplate ending our relationship when it is just beginning, it is mutually beneficial to determine our respective obligations ahead of time. Accordingly, your employment may cease under any of the following circumstances:

End of Employment. Either Employee or the Company may end the employment relationship at any time, for any reason, with or without notice or cause. The employment relationship will end automatically and immediately upon Employee’s death or entitlement to long-term disability benefits under the Company’s long-term disability program. The date on which Employee’s employment ends, whether as the result of a resignation by Employee, a termination of employment by the Company, or an automatic termination of employment upon death or disability, is referred to in this Employment Agreement as the “Employment End Date.” If Employee resigns or the Company terminates Employee’s employment, the Company will (in either case) have the right at any time, for any reason in its sole discretion to decide the Employment End Date. In no event will the Company’s deciding the Employment End Date following Employee’s resignation be considered termination by the Company of Employee’s employment.