Rosetta Stone 2014 Annual Report Download - page 139

2. .
(a)     . As of the Sub-Sublease Commencement Date
(defined in Section 3 below), Sub-Sublandlord shall sub-sublease to Sub-Subtenant and Sub-Subtenant shall sub-sublease from Sub-
Sublandlord, the Sub-Subleased Premises upon the terms and conditions set forth herein. Sub-Sublandlord shall tender possession of
the Sub-Subleased Premises to Sub-Subtenant on the Sub-Sublease Commencement Date, vacant of occupants on the Sub-Sublease
Commencement Date, with the removal, reconfiguration, and other work described in subsections (b), (c) and (e) below completed,
and otherwise in broom-clean condition. Sub-Subtenant has fully inspected the Sub-Subleased Premises and, subject to Sub-
Sublandlord’s removal and reconfiguration obligations set forth in subsections (b) and (c) below, Sub-Subtenant shall accept the Sub-
Subleased Premises in its “as is,” “where-is” condition as of the date hereof, including without limitation all mechanical, electrical and
plumbing systems servicing the Sub-Subleased Premises. Sub-Subtenant acknowledges that, except as specifically set forth in this Sub-
Sublease, no representations, statements or warranties, express or implied, have been made by or on behalf of Sub-Sublandlord with
respect to the condition of the Sub-Subleased Premises or the Building, and that Sub-Sublandlord has made no representation,
statement or warranty as to the leasing of any personal property, fixtures, or equipment in the Sub-Subleased Premises other than the
Walls/Partitions, Systems Furniture, and Personal Property (as each such term is defined below).
(b) The configuration of the Sub-Subleased Premises shall
include modular walls and partitions, approximately as shown on  attached hereto, and office
systems furniture also shown on  attached hereto . Sub-Subtenant shall have the right to use the
Walls/Partitions and Systems Furniture as part of the Sub-Subleased Premises at no additional charge, subject to the conditions hereof.
As of the date hereof, Walls/Partitions and Systems Furniture in excess of those set forth in  are being stored within the
Sub-Subleased Premises and certain Systems Furniture needs to be reconfigured in accordance with the Exhibit. Prior to the Sub-
Sublease Commencement Date, Sub-Sublandlord shall (i) modify the configuration of the Walls/Partitions and Systems Furniture in the
Sub-Subleased Premises, as necessary, to conform to the configuration set forth on , at Sub-Sublandlord’s sole cost and
expense, (ii) remove Systems Furniture in excess of those items of Systems Furniture in excess of those set forth on , at
Sub-Sublandlord’s sole cost, and (iii) coordinate and cooperate with Sub-Subtenant to identify which of the Walls/Partitions that are in
excess of those set forth on  need to be removed and stored by Sub-Sublandlord at its expense. The remaining excess
Walls/Partitions shall be removed, reconfigured or stored by Sub-Subtenant at its expense. Notwithstanding the foregoing, Sub-
Subtenant shall have the right to undertake the restoration and removal requirements set forth herein in lieu of Sub-Sublandlord, which
right shall be exercised by delivering written notice thereof to Sub-Sublandlord on or before April 30, 2014. In such event, Sub-
Sublandlord shall pay Sub-Subtenant an amount equal to $20,000.00, which cost shall be in lieu of, and accepted by Sub-Subtenant
shall be in full satisfaction of, the Sub-Sublandlord’s obligation to restore the Walls/Partitions as set forth hereinabove. Sub-
Sublandlord shall pay Sub-Subtenant the agreed amount within ten (10) business days after the aforesaid notice by Sub-Subtenant. If
not insured by the Sublandlord, Sub-Subtenant shall insure the Walls/Partitions and Systems Furniture under the special cause of loss
business property insurance required by Section 17.A.(1) of the Prime Lease, naming Tenant as loss payee under such policy for the
Walls/Partitions and Systems Furniture. Notwithstanding the foregoing, Sub-Subtenant shall have the right, from and after the Sub-
Sublease Commencement Date, to remove, modify, or alter the Walls/Partitions and/or Systems Furniture at its discretion; provided,
however, if (A) Sub-Subtenant has in fact modified the Walls/Partitions and/or Systems Furniture from that set forth on ,
(B) Sub-Subtenant terminates this Sub-Sublease effective on or before July 1, 2018, (C) Sub-Sublandlord notifies Sub-Subtenant in
writing that it will utilize the Sub-Subleased Premises after the effective termination date of the Sub-Sublease either for its own
employees or