Rosetta Stone 2014 Annual Report Download - page 141

good faith, jointly prepare a list of such items (the “ ”). In no event shall items be added to the Punch List after Sub-
Subtenant’s move-in or beneficial occupancy of the Sub-Subleased Premises. It is expressly understood and agreed that with respect to
non-functioning items, the Punch List shall be limited to only those matters that result in the item in general being unusable for its
intended purpose, as opposed to aesthetic imperfections or non-material items of repair (e.g., sticky drawers). Sub-Sublandlord shall
repair or cause to be repaired Punch List items at Sub-Sublandlord’s sole cost and expense, except to the extent set forth to the contrary
in Section 3(b), below. Except as may be expressly set forth to the contrary in Subsections 2(a) through (e), and except for the Punch
List items, each of the Sub-Subleased Premises, Systems Furniture, Walls/Partitions, Personal Property and Supplemental HVAC shall
be delivered by Sub-Sublandlord and accepted by Sub-Subtenant in its “as is, where is” condition.
3. 
(a) The term of this Sub-Sublease (the ) shall begin on the date the
Sub-Sublandlord tenders possession of the Sub-Subleased Premises to Sub-Subtenant in the condition required by Section 2(a) hereof,
which date shall be not later than June 1, 2014 (the   ). Sub-Subtenant’s obligation to pay
Annual Base Sub-Subrent shall commence on the date (the “”) that is the later to occur of
(i) five (5) months after the Sub-Sublease Commencement Date or (ii) November 1, 2014. The Sub-Sublease Term shall terminate at
midnight on December 31, 2018 (the ), subject to earlier termination pursuant to the terms hereof,
including subsection (c), below. Notwithstanding anything contained in this Sub-Sublease to the contrary, if Sub-Sublandlord has not
tendered possession of the Sub-Subleased Premises to Sub-Subtenant on or before July 15, 2014, then the five (5) month period set
forth in clause (i) hereinabove shall be extended by the number of days that the delivery of the Sub-Subleased Premises is delayed
beyond July 15, 2014. If Sub-Sublandlord has not tendered possession of the Sub-Subleased Premises to Sub-Subtenant on or before
September 1, 2014, then Sub-Subtenant, at its sole discretion, shall have the right to terminate this Sub-Sublease by delivering written
notice of such termination to Sub-Sublandlord. Notwithstanding anything contained herein to the contrary, each of the July 15, 2014
and September 1, 2014 dates set forth above shall be extended one day for each day that Sub-Sublandlord is delayed in delivering the
Sub-Subleased Premises to Sub-Subtenant due to actions of Sublandlord or Sub-Subtenant or due to casualty or Unavoidable Delay.
(b)  Provided no Default then exists, from and after the date that is thirty (30) days immediately
prior to the Sub-Sublease Commencement Date (such period, the  ), Sub-Subtenant shall be permitted to access
the Sub-Subleased Premises (subject to the provisions of this subsection (b)) for purposes of inspecting same, surveying requirements,
moving, and installing furniture, fixtures, equipment, voice and data systems, telecommunications cabling and wiring in the Sub-
Subleased Premises (subject to the provisions of this Sub-Sublease, including, without limitation, Section 7 of this Sub-Sublease). Such
access to the Sub-Subleased Premises shall be subject to commercially reasonable prior notice to and prompt approval by Sub-
Sublandlord (each of which notice and approval may be telephonic or by email correspondence), and shall be at no charge to Sub-
Subtenant, but in no event shall Sub-Subtenant be permitted to commence business operations in the Sub-Subleased Premises prior to
the Sub-Sublease Commencement Date without the approval of Sub-Sublandlord. Notwithstanding the foregoing, neither Sub-
Subtenant nor any agent, contractor, representative, employee or invitee of Sub-Subtenant (collectively, ) shall enter the Sub-
Subleased Premises during the Early Access Period during those times that Sub-Sublandlord determines, in its reasonable discretion,
that such entry will interfere with activities of Sub-Sublandlord or Sub-Sublandlord’s agents or employees in the Sub-Subleased
Premises. Prior to each such event, Sub-Sublandlord shall notify Sub-Subtenant of specific times during which Sub-Subtenant may
make such entry. During the Early Access Period, neither Sub-Subtenant nor any of its Invitees shall delay or