The “Property Management Fee” shall equal three percent (3.00%) of Base Rent due from Tenant. Tenant shall pay the Property Management Fee in accordance with Section 9.2 with respect to the entire Term, including any extensions thereof or any holdover periods by Tenant, regardless of whether Tenant is obligated to pay Base Rent, Operating Expenses or any other Rent with respect to any such period or portion thereof. During the Abatement Period (and any period of occupancy prior to the Term as further described in Section 9.5), the Property Management Fee shall be calculated as if Tenant were paying Seventy-Five Thousand Two Hundred Forty and 00/100 Dollars ($75,240.00) per month for Base Rent.

In the event Tenant remains in possession of the Demised Premises, for more than sixty (60) days after the Expiration Date or the date of sooner termination of this lease, Tenant, shall be deemed to be occupying the Demised Premises as a holdover tenant from month-to-month, at a monthly rent equal to two (2) times the sum of # the monthly installment of fixed rent payable during the last month of the term of this lease, and # one-twelfth (1/12th) of the additional rent payable during the last year of the term of this lease, subject to all of he other terms and obligations of this lease insofar as the same are applicable to a month-to-month tenancy.

[[Organization B:Organization]] will, at the expiration of this Lease Agreement, whether by lapse of time or termination, give up immediate possession to [[Organization A:Organization]]. If [[Organization B:Organization]] fails to give up possession the [[Organization A:Organization]] may, at its option, serve written notice upon [[Organization B:Organization]] that such holdover constitutes any one of # creation of a month-to-month tenancy, or # creation of a tenancy at sufferance. If [[Organization A:Organization]] does not give said notice, [[Organization B:Organization]]'s holdover shall create a tenancy at sufferance. In any such event the tenancy shall be upon the terms and conditions of this Lease Agreement, except that the Minimum Rental shall be 150% the Minimum Rental [[Organization B:Organization]] was obligated to pay [[Organization A:Organization]] under this Lease Agreement immediately prior to termination (in the case of tenancy at sufferance such Minimum Rental shall be prorated on the basis of a 365 day year for each day [[Organization B:Organization]] remains in possession); excepting further that in the case of a tenancy at sufferance, no notices shall be required prior to commencement of any legal action to gain repossession of the Premises, except for the notice contemplated in [Article 20]. In the case of a tenancy at sufferance, if [[Organization B:Organization]] remains in the Premises for more than thirty (30) days, [[Organization B:Organization]] shall also pay to [[Organization A:Organization]] all reasonable direct damages sustained by [[Organization A:Organization]] resulting from retention of possession by [[Organization B:Organization]]. The provisions of this Article shall not constitute a waiver by [[Organization A:Organization]] of any right of re-entry as otherwise available to [[Organization A:Organization]]; nor shall receipt of any rent or any other act in apparent affirmance of the tenancy operate as a waiver of the right to terminate this Lease Agreement for a breach by [[Organization B:Organization]] hereof.

condition (and Landlord shall have no obligation to make or to pay for any alterations, improvements,, renovations, or additions to the Alternative Space or to otherwise prepare the space for Tenant’s use) and # the Termination Date (the “Alternative Space Commencement Date”) and shall expire on the Expiration Date. Landlord shall provide Tenant with early access to the Alternative Space for a period of thirty (30) days prior to the Alternative Space Commencement Date in order to provide Tenant with time to fit-up the Alternative Space; provided, however, that Landlord does not guarantee that the Alternative Space will be available prior to the Termination Date for such early access, if the then-existing occupants of the Alternative Space shall hold over, or delivery is delayed for any other reason beyond Landlord’s reasonable control. Such period of early access shall be rent-free but shall otherwise be subject to all of the provisions of the Lease. In the event that Landlord is unable to provide such early access, then Tenant shall be entitled to occupy the Alternative Space rent-free after the Alternative Space Commencement Date until the earlier to occur of # Tenant’s commencing to conduct business in the Alternative Space or # the expiration of a period of time equal to thirty (30) days less any days of early access provided prior to the Alternative Space Commencement Date. In the event of a reduction of the size of the Premises due to the loss of the 14th Floor Premises and no available Alternative Space or Tenant’s declining to lease the Alternative Space as set forth in this Paragraph 6, Landlord and Tenant shall promptly enter into an amendment to the Lease reducing the Premises and making commensurate adjustments to the Annual Fixed Rent and Tenant’s shares of operating expenses and taxes. In the event Landlord has Alternative Space available and Tenant elects to lease such space as set forth in this Paragraph 6, Landlord and Tenant shall promptly enter into an amendment to the Lease substituting the Alternative Space for the 14th Floor Premises on all of the terms and conditions set forth in this Paragraph 6. Tenant shall vacate and surrender the 14th Floor Premises on the Termination date in the condition required under this Amendment and the Lease as if such Termination Date were the expiration date of the Lease, and Tenant’s failure to do so shall be deemed a holdover, and Tenant shall be required to pay holdover rent for the 14th Floor Premises at the rate set forth in Paragraph 23.02 (without the benefit of 60-day grace period set forth in Paragraph 23.02, which shall be deemed inapplicable to such holdover).

Vacation and Surrender. Tenant hereby agrees to vacate the Original Premises and surrender and deliver exclusive possession of the Original Premises to Landlord on or before the Substitute Premises Commencement Date in accordance with the provisions of the Lease and thereafter, Tenant shall have no further obligations with respect to the Original Premises except with respect to the period of Tenant’s tenancy prior to the Substitute Premises Commencement Date. In the event that Tenant fails to vacate the Original Premises and surrender and deliver exclusive possession of the Original Premises to Landlord on or before the Substitute Premises Commencement Date in accordance with the provisions of the Lease, then (subject to the terms of Section 3.2, below) Tenant shall be deemed to be in holdover of the Original Premises and shall be subject to the terms of [Article 16] of the Lease.

Force Majeure. If Landlord or Tenant is in any way delayed or prevented from performing any obligation (except, with respect to Tenant, its obligations to pay rent and other sums due under this Lease, any obligation to give notice with respect to extensions, expansions or otherwise, and any holdover) due to fire, act of God, governmental act or failure to act, strike, labor dispute, inability to procure materials, or any cause beyond Landlord’s or Tenant’s (as applicable) reasonable control (whether similar or dissimilar to the foregoing events), then the time for performance of such obligation shall be excused for the period of such delay or prevention and extended for a period equal to the period of such delay or prevention. No force majeure event shall delay or excuse the timely payment of all items of Rent by Tenant. Financial disability or hardship shall never constitute a force majeure event.

Landlord shall not deliver the New Premises to Tenant in accordance with this Amendment, # [Sections 1, 2, 3, 4, 7, 9, 10, 11 and 15]5]5]5]5]5]5] of this Amendment shall be void and of no further force and effect, # Tenant shall be permitted to remain in the Remainder Surrender Premises for the twelve (12) month period commencing on June 1, 2023 and expiring on May 31, 2024 (the “Temporary Lease Period”), # Tenant shall pay to Landlord Monthly Base Rent for the Remainder Surrender Premises in the amount of $26,658.75 per month during the Temporary Lease Period, # Tenant shall have the right to terminate the Lease of the Remainder Surrender Premises by providing Landlord thirty (30) days prior written notice during the Temporary Lease Period, and # on the date that is the earlier of # the last day of the Temporary Lease Period, or # the termination date if Tenant elects to terminate the Lease of the Remainder Surrender Premises early in accordance with this sentence, Tenant agrees to surrender possession of the Remainder Surrender Premises to Landlord, broom clean and in good order, condition and repair, ordinary wear and tear excepted, and otherwise in compliance with the terms of the Amended Lease regarding surrender. Upon such surrender, all rights of Tenant to possession and occupancy of the Remainder Surrender Premises and Tenant’s obligations with respect to the Remainder Surrender Premises will terminate except as to Tenant’s surviving obligations under the Amended Lease; provided, however, if Tenant fails to surrender the Remainder Surrender Premises on or before the required surrender date, Tenant shall be deemed in holdover of the Remainder Surrender Premises subject to the holdover provisions in the Lease. Notwithstanding anything contained herein or the Work Letter to the contrary, in the event the Existing Tenant (defined in [Section 17(a)] below) executes its extension option, then Landlord shall not commence demising the Remainder Surrender Premises or otherwise performing disruptive work in the Remainder Surrender Premises during the Temporary Lease Period.

Landlord acknowledges and agrees that, pursuant to [Section 10(b)] of the Original Lease, Tenant shall have no obligation to remove any alterations, modifications or improvements to the Surrender Premises made by or on behalf of Tenant prior to the Surrender Date. Notwithstanding the foregoing, Tenant shall have the right to remove any of the furniture, trade fixtures, improvements, equipment, artwork, and telecommunication and data room furniture and technical equipment from the Surrender Premises, including, without limitation, anything related to the Server Room (defined in [Section 1(c)] below) prior to the Surrender Date. Subject to Tenant leaving the Surrender Premises in a broom clean condition, Landlord will accept the Surrender Premises in its AS IS condition as of the Surrender Date. Tenant may elect to move those items that it removes to other space within the Premises. Upon no less than thirty (30) days advanced written notice to Landlord, Tenant may elect to continue to access, use and remove items from the Surrender Premises subsequent to the Surrender Date pursuant to the terms of [Section 1(b)] below and such extension will not be deemed a holdover.

The Landlord shall not terminate the Lease or pursue any other right or remedy under the Lease by reason of any default of the Tenant under the Lease, until the Landlord shall have given a copy of such written notice to the [[Administrative Agent:Organization]] as provided above and, in the event any such default is not cured by the Tenant within any time period provided for under the terms and conditions of the Lease, the Landlord will allow the [[Administrative Agent:Organization]] # thirty (30) days from the expiration of the Tenant’s cure period under the Lease within which the [[Administrative Agent:Organization]] shall have the right, but shall not be obligated, to remedy such act, omission or other default and Landlord will accept such performance by the [[Administrative Agent:Organization]] and # up to an additional sixty (60) days to occupy the Premises; provided that during such period of occupation the [[Administrative Agent:Organization]] shall pay to the Landlord the basic rent due under the Lease pro-rated on a per diem basis determined on a thirty (30) day month (provided that such rent shall exclude any rent adjustments, indemnity payments or similar amounts payable under the Lease for default, holdover or similar charge).

Condition of the Building and Premises Upon Surrender. In addition to the above requirements of this Article 15, upon the expiration of the Lease Term, or upon any earlier termination of this Lease, Tenant shall, surrender the Premises and Building such that the same are in compliance with all Applicable Laws and with Tenant having complied with all of Tenant’s obligations under this Lease, including those relating to improvement, repair, maintenance, compliance with law, testing and other related obligations of Tenant set forth in Article 7 of this Lease. In the event that the Building and Premises shall be surrendered in a condition which does not comply with the terms of this Section 15.4, because Tenant failed to comply with its obligations set forth in Lease, then following thirty (30) days’ notice to Tenant, during which thirty (30) day period Tenant shall have the right to cure such noncompliance, Landlord shall be entitled to expend all reasonable costs in order to cause the same to comply with the required condition upon surrender and Tenant shall immediately reimburse Landlord for all such costs upon notice and Tenant shall be deemed during the period that Tenant or Landlord, as the case may be, perform obligations relating to the Surrender Improvements to be in holdover under Article 16 of this Lease.