Rosetta Stone 2014 Annual Report Download - page 149

Subtenant fails to pay Rent when due, and such failure continues for five (5) days after written notice thereof from Sub-Sublandlord
and (ii) in addition to the rights and remedies afforded Sub-Sublandlord in the event of a default for failure to pay Rent when due, if
Sub-Sublandlord fails to pay Rent when due, and such failure continues for five (5) days after written notice of such failure to Sub-
Subtenant, then Sub-Sublandlord shall be entitled to collect a late fee from Sub-Subtenant in the amount of three percent (3%) of the
overdue amount.
12.   The failure of either party to insist at any time upon the strict performance of any covenant or
agreement herein, or to exercise any option, right, power or remedy contained in this Sub-Sublease shall not be construed as a waiver
or a relinquishment thereof for the future. No act or thing done by Sub-Sublandlord or its agents during the term hereof shall be
deemed an acceptance or surrender of the Sub-Subleased Premises, and no agreement to accept a surrender of the Sub-Subleased
Premises shall be valid unless in writing and signed by Sub-Sublandlord.
13. Upon the expiration or other termination of the Sub-Sublease
Term, Sub-Subtenant shall quit and surrender to Sub-Sublandlord the Sub-Subleased Premises, broom clean, in good order and
condition, ordinary wear and tear excepted, and Sub-Subtenant shall remove all of its property as provided in Section 10.B. of the
Prime Lease. Sub-Subtenant shall only be required to remove alterations that are required to be removed by Sublandlord in writing. In
the event of holding over by Sub-Subtenant or any person or entity claiming under Sub-Subtenant after expiration or other termination
of the Sub-Sublease Term, or in the event Sub-Subtenant continues to occupy the Sub-Subleased Premises after the termination of
Sub-Subtenant’s right of possession due to a default by Sub-Subtenant, such holding over or possession shall constitute a tenancy at
sufferance. In the event of any such holding over, Sub-Sublandlord shall have the right, in accordance with applicable law, to enter
upon and take possession of the Sub-Subleased Premises. Sub-Subtenant shall, throughout the entire holdover period, pay Rent at the
times and in the manner required by this Sub-Sublease; provided, however, if Sub-Subtenant holds over in the Sub-Subleased Premises
after the Termination Date, and if Sub-Sublandlord desires to repossess the Sub-Subleased Premises at any time on or after the
Termination Date, then Sub-Sublandlord shall deliver notice requiring Sub-Subtenant to vacate the Sub-Subleased Premises (the
“”), which vacation and surrender shall occur not earlier than the later of (x) thirty (30) days after the Vacation Notice
or (y) the Termination Date (the “”). If Sub-Subtenant has not vacated and surrendered the Sub-Subleased Premises to
Sub-Sublandlord on or before the Vacation Date, then, from and after the Vacation Date, and during the holdover period, in addition to
Sub-Sublandlord’s other rights and remedies, Sub-Subtenant shall pay Monthly Base Sub-Subrent to Sub-Sublandlord in an amount
equal to 150% of the Monthly Base Sub-Subrent in effect during the last month of the Sub-Sublease Term, prorated for the number of
days of holdover past the Vacation Date. No holding over by Sub-Subtenant after the expiration of the Sub-Sublease Term and no
acceptance of Rent by Sub-Sublandlord during a holdover period, whether with or without the consent of Sub-Sublandlord, shall be
construed to extend the Sub-Sublease Term or prevent Sub-Sublandlord from recovering immediate possession of the Sub-Subleased
Premises by summary proceedings or otherwise. In addition, in the event of any unauthorized holding over by Sub-Subtenant which
results in holdover under the Sublease by Sub-Sublandlord, Sub-Subtenant will protect, defend, indemnify and hold Sub-Sublandlord
harmless from and against any claims, demands, liability, costs, expenses or damages (including reasonable attorneys’ fees) for which
Sub-Sublandlord may become liable to Sublandlord under the Sublease due to such holding over.
14.  If, during the Sub-Sublease Term, Sublandlord revokes the Offset Payments, then, within three
(3) days after notice of such revocation, Sub-Subtenant shall deliver to Sub-Sublandlord a security deposit (“”) in the
amount of the then-current amount of one Monthly Installment of Annual Base Sub-Subrent, which Security Deposit may be in the
form of cash or a letter of credit that conforms to the requirements for the form of Letter of Credit set forth in Section 11(b) of the