Contract analysis

Section 1.1 — Defined Terms As used in this Lease, the following terms shall have the meanings set forth below. Other capitalized terms used herein shall have the meanings ascribed to them elsewhere in this Lease. "Additional Rent" shall mean all sums payable by Tenant under this Lease other than Base Rent, including, without limitation, Tenant's Proportionate Share of Operating Expense Escalations, Tenant's Proporti

ARTICLE 2 — PREMISES, TERM, AND DELIVERY

Section 2.1 — Demise and Premises Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises consisting of approximately one hundred eighty-five thousand (185,000) RSF located on Floors 34, 35, 36, 37, and 38 of the Building, as depicted on the floor plans attached hereto as Exhibit A and incorporated herein by reference. Each floor of the Premises comprises approximately thirty-seven thou

Section 2.2 — Lease Term The Lease Term shall commence on the Commencement Date (August 1, 2023) and shall expire on the Expiration Date (July 31, 2038), constituting a period of fifteen (15) years (one hundred eighty (180) months), unless sooner terminated or extended in accordance with the terms of this Lease. The Lease Term is subject to extension by two (2) consecutive renewal terms of five (5) years each pursuan

Section 2.3 — Delivery of Possession Landlord shall deliver possession of the Premises to Tenant on the Commencement Date in broom-clean condition, free of all tenancies, occupants, and personal property of prior occupants, and in compliance with all applicable laws, codes, ordinances, rules, and regulations (collectively, "Applicable Laws"). Landlord represents and warrants that, as of the Commencement Date, all bas

Section 2.4 — Commencement Date Confirmation Within thirty (30) days after the Commencement Date, Landlord and Tenant shall execute a Commencement Date Confirmation Letter, substantially in the form to be agreed upon by the parties, confirming (a) the Commencement Date, (b) the Rent Commencement Date, (c) the Expiration Date, and (d) the rentable square footage of the Premises. The failure of either party to execute

Section 2.5 — Condition of Premises; As-Is Except as expressly set forth in Section 2.3 above and in the Work Letter (Exhibit C), Tenant accepts the Premises in their "as-is" condition as of the Commencement Date, and Landlord makes no representations or warranties, express or implied, as to the condition, suitability, or fitness of the Premises for any particular purpose. Landlord's obligation to deliver the Premise

Section 3.1 — Base Rent Schedule Commencing on the Rent Commencement Date (February 1, 2024), Tenant shall pay to Landlord Base Rent in the amounts set forth below, payable in equal monthly installments in advance on the first (1st) day of each calendar month during the Lease Term. If the Rent Commencement Date falls on a date other than the first day of a calendar month, the Base Rent for the partial month in which

Section 3.2 — Rent-Free Period During the Rent-Free Period (August 1, 2023 through January 31, 2024, inclusive), Tenant shall not be required to pay Base Rent. The Rent-Free Period shall consist of six (6) full calendar months. During the Rent-Free Period, Tenant shall remain responsible for the payment of all Additional Rent, including, without limitation, Tenant's Proportionate Share of Operating Expense Escalation

Section 3.3 — Manner of Payment All Rent shall be paid by wire transfer or electronic funds transfer of immediately available funds to an account designated by Landlord from time to time by written notice to Tenant, without demand, deduction, abatement, or set-off (except as expressly provided in this Lease). All Rent shall be paid in lawful money of the United States. Landlord's initial wire transfer instructions ar

Section 3.4 — Late Charge and Interest If any installment of Rent is not received by Landlord within five (5) business days after the date on which such installment is due, Tenant shall pay to Landlord a late payment charge equal to four percent (4%) of the amount of such overdue installment. The parties acknowledge that the late payment charge represents a fair and reasonable estimate of the costs Landlord will incu

ARTICLE 4 — ADDITIONAL RENT; OPERATING EXPENSES AND TAXES

Section 4.1 — Additional Rent Generally All sums payable by Tenant under this Lease other than Base Rent shall constitute "Additional Rent." Additional Rent includes, without limitation, Tenant's Proportionate Share of Operating Expense Escalations and Tax Escalations, electricity charges, after-hours HVAC charges, insurance premiums, amortization payments for any Excess TI Allowance, and any other charges, costs, or

Section 4.2 — Operating Expenses Defined "Operating Expenses" shall mean all costs and expenses of every kind and nature incurred by Landlord in the operation, management, maintenance, repair, and insurance of the Building and the land on which it is situated (the "Land"), including, without limitation, all common areas, plazas, sidewalks, and other areas and facilities appurtenant to the Building. Operating Expenses

Section 4.3 — Taxes Defined "Taxes" shall mean (a) all real estate taxes, assessments (including special assessments), sewer rents, water charges, and governmental charges of every kind and nature levied, assessed, or imposed upon or with respect to the Building and the Land, (b) business improvement district ("BID") charges, (c) any tax, fee, or charge imposed by any governmental authority in lieu of or in addition

Section 4.4 — Tenant's Proportionate Share of Escalations (a) Base Year. The "Base Year" for purposes of this Lease is the calendar year 2023. (b) Tenant's Proportionate Share. Tenant's Proportionate Share is twelve and seventy-six hundredths percent (12.76%), calculated by dividing the rentable square footage of the Premises (185,000 RSF) by the total rentable square footage of the Building (1,450,000 RSF). (c) Esca

Section 4.5 — Controllable Operating Expense Cap Controllable Operating Expenses (as defined in Section 1.1) included in Operating Expenses for any calendar year shall not exceed the Controllable Operating Expenses for the Base Year increased at a rate of five percent (5%) per annum on a cumulative, compounding basis. For the avoidance of doubt, this cap applies to Controllable Operating Expenses only and does not ap

Section 4.6 — Gross-Up If the Building is less than ninety-five percent (95%) occupied during the Base Year or during any subsequent calendar year, Operating Expenses for such year shall be adjusted (i.e., "grossed up") to the amount that Landlord reasonably estimates would have been incurred had the Building been ninety-five percent (95%) occupied and all tenants utilizing standard services. The purpose of this gros

Section 5.1 — Security Deposit Amount Tenant shall deliver to Landlord, on or prior to the Commencement Date, a security deposit in the amount of Five Million One Hundred Eighty Thousand Dollars ($5,180,000.00), which amount is equal to one (1) year of initial Base Rent (the "Security Deposit"). The Security Deposit shall be held by Landlord as security for the faithful performance by Tenant of all of the terms, cove

Section 5.2 — Form of Security Deposit — Letter of Credit The Security Deposit shall be in the form of an irrevocable standby letter of credit (the "Letter of Credit") substantially in the form attached hereto as Exhibit D. The Letter of Credit shall be issued by Caledonian National Bank PLC, London (New York branch), or another bank reasonably acceptable to Landlord having a long-term unsecured credit rating of at l

Section 5.3 — Letter of Credit Burn-Down Schedule Provided that no uncured Event of Default then exists and no Event of Default has occurred during the immediately preceding Lease Year, the face amount of the Letter of Credit shall be reduced in accordance with the following schedule: At each reduction date, Tenant shall have the right to deliver to Landlord either (a) an amendment to the existing Letter of Credit re

Section 5.4 — Draws on Letter of Credit Landlord may draw on the Letter of Credit upon the occurrence and during the continuance of an Event of Default (as defined in Section 21.1), after the expiration of all applicable notice and cure periods set forth in this Lease. Landlord's draw on the Letter of Credit may be in an amount equal to the sums then due and owing by Tenant under this Lease or, in the case of an Even

Section 5.5 — Return of Security Deposit Provided that no uncured Event of Default then exists, Landlord shall return the Letter of Credit (or the remaining balance thereof, whether in letter of credit or cash form) to Tenant within thirty (30) days after the later of (a) the expiration or earlier termination of the Lease Term and (b) Tenant's surrender of the Premises in accordance with Article 22 of this Lease. Lan

Section 6.1 — Permitted Use Tenant shall use and occupy the Premises solely for general office, studio and production, and ancillary uses consistent with a global media, entertainment, and e-commerce headquarters (the "Permitted Use"). The Permitted Use shall include, without limitation, executive and administrative offices, creative studios, recording and production studios, screening rooms, editing suites, server a

Section 6.2 — Prohibited Uses Tenant shall not use or permit the Premises to be used for any purpose that would (a) violate the certificate of occupancy for the Building or the Premises, (b) constitute a public or private nuisance, (c) cause damage to the Building or its systems, (d) unreasonably interfere with the use and enjoyment of the Building by other tenants or occupants, or (e) increase the rate of insurance

Section 6.3 — Compliance with Laws Tenant shall, at Tenant's sole cost and expense, comply with all Applicable Laws relating to Tenant's particular use and occupancy of the Premises, including, without limitation, the Americans with Disabilities Act, the Occupational Safety and Health Act, and all fire, safety, and health codes and regulations applicable to the Premises. Landlord shall be responsible for compliance w

ARTICLE 7 — TENANT IMPROVEMENTS AND ALTERATIONS

Section 7.1 — Tenant Improvement Allowance Landlord shall provide Tenant with a tenant improvement allowance in the amount of Eighty-Five Dollars ($85.00) per RSF of the Premises, totaling Fifteen Million Seven Hundred Twenty-Five Thousand Dollars ($15,725,000.00) (calculated as $85.00 multiplied by 185,000 RSF) (the "TI Allowance"), to be applied toward the cost of Tenant's initial improvements to the Premises (the

Section 7.2 — Excess TI Allowance At Tenant's election, exercisable by written notice to Landlord delivered prior to the commencement of construction of the Tenant Improvements, Landlord shall provide an additional allowance of up to Fifteen Dollars ($15.00) per RSF of the Premises, totaling up to Two Million Seven Hundred Seventy-Five Thousand Dollars ($2,775,000.00) (calculated as $15.00 multiplied by 185,000 RSF)

Section 7.3 — Subsequent Alterations After completion of the initial Tenant Improvements, Tenant may from time to time make alterations, additions, improvements, and decorations to the Premises (collectively, "Alterations"), subject to the following conditions: (a) Non-Structural Alterations Not Requiring Consent. Tenant may make non-structural Alterations that do not affect any base building systems and that cost le

Section 7.4 — Architect and Construction Manager Tenant has designated the following professionals for the design and construction of the initial Tenant Improvements: Architect of Record: Ashworth Patel Design Studio LLC (Rohan Patel, AIA, Principal Architect), 20 West 22nd Street, 7th Floor, New York, New York 10010 Construction Manager: Pinnacle Build Group LLC, 330 West 42nd Street, Suite 1500, New York, New York

Section 7.5 — Removal; Restoration Upon the expiration or earlier termination of the Lease Term, Tenant shall remove all Specialty Alterations (as defined in the Work Letter) that Landlord designated at the time of Landlord's consent as requiring removal at the end of the Lease Term, and Tenant shall restore the affected areas of the Premises to their prior condition, reasonable wear and tear excepted. All other Alte

ARTICLE 8 — REPAIRS AND MAINTENANCE

Section 8.1 — Landlord's Obligations Landlord shall, at Landlord's expense (subject to inclusion in Operating Expenses to the extent permitted by Section 4.2), maintain, repair, and replace (as necessary) the following: (a) the structural components of the Building, including the foundation, structural columns, beams, exterior walls, and roof; (b) the base building mechanical, electrical, plumbing, HVAC, fire safety,

Section 8.2 — Tenant's Obligations Tenant shall, at Tenant's sole cost and expense, maintain the interior of the Premises (including all Tenant Improvements and Alterations) in good order, condition, and repair throughout the Lease Term, ordinary wear and tear and damage by casualty or condemnation (subject to the provisions of Articles 10 and 11) excepted. Tenant shall be responsible for all repairs and maintenance

Section 9.1 — Tenant's Insurance Obligations Tenant shall obtain and maintain, at Tenant's sole cost and expense, throughout the entire Lease Term, the following insurance coverages, each of which shall be in form and substance reasonably satisfactory to Landlord: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance (including contractual liability, personal injury and advert

Section 9.2 — Landlord's Insurance Obligations Landlord shall obtain and maintain, at Landlord's expense (subject to inclusion in Operating Expenses to the extent permitted by Section 4.2), throughout the Lease Term, the following insurance coverages: (a) all-risk property insurance covering the Building (excluding Tenant Improvements, Alterations, and personal property of tenants) at its full replacement value; (b)

Section 9.3 — Certificates of Insurance Tenant shall deliver to Landlord certificates of insurance evidencing all required coverages (a) prior to the Commencement Date and (b) not less than fifteen (15) days prior to the expiration or renewal date of each policy during the Lease Term. All certificates of insurance shall (i) identify the applicable policies by number, (ii) confirm the additional insured status of Land

Section 9.4 — Waiver of Subrogation Landlord and Tenant each hereby waive any and all rights of recovery, claim, action, or cause of action against the other, its officers, directors, agents, employees, partners, members, or managers, for any loss or damage to the waiving party's property that may occur in or about the Building or the Premises, to the extent that such loss or damage is covered (or would have been cov

ARTICLE 10 — DAMAGE AND DESTRUCTION

Section 10.1 — Landlord's Obligation to Restore If the Premises or the Building (or any portion thereof) is damaged by fire or other casualty, Landlord shall promptly and diligently restore the Building and the Premises (excluding Tenant Improvements, Alterations, and Tenant's personal property) to substantially the same condition as existed immediately prior to the casualty, subject to the provisions of this Article

Section 10.2 — Rent Abatement Base Rent and Additional Rent (to the extent allocable to the damaged or untenantable portion of the Premises) shall be abated proportionately from the date of the casualty until the earlier of (a) the date on which the Premises (or the applicable portion thereof) are restored and delivered to Tenant in a condition suitable for the recommencement of Tenant's build-out or operations and (

Section 10.3 — Landlord's Right to Terminate If (a) Landlord's architect or engineer estimates that the restoration of the Premises or the Building will require more than twelve (12) months from the date of the casualty (exclusive of delays due to force majeure), or (b) the casualty occurs during the last two (2) years of the Lease Term (as the same may have been extended by a duly exercised Renewal Term), Landlord m

Section 10.4 — Tenant's Right to Terminate If (a) Landlord's architect or engineer estimates that the restoration of the Premises or the Building will require more than twelve (12) months from the date of the casualty (exclusive of delays due to force majeure), or (b) the casualty renders more than fifty percent (50%) of the Premises untenantable, Tenant may elect to terminate this Lease by delivering written notice

Section 11.1 — Total or Substantial Taking If all or substantially all of the Premises is taken by eminent domain, condemnation, or any exercise of governmental authority (a "Taking"), this Lease shall terminate as of the date on which title vests in the condemning authority (the "Taking Date"), and all Rent shall be adjusted and prorated as of the Taking Date. For purposes of this Section, a "substantially all" taki

Section 11.2 — Partial Taking If a partial Taking does not constitute a total or substantially all Taking under Section 11.1, then (a) if such partial Taking renders the remaining Premises unsuitable for Tenant's Permitted Use, either party may elect to terminate this Lease by delivering written notice to the other party within sixty (60) days after the Taking Date, in which case this Lease shall terminate as of the

Section 11.3 — Awards All awards, compensation, damages, and proceeds payable on account of any Taking shall belong exclusively to Landlord, whether such awards are made as compensation for diminution in value of the leasehold estate, the fee estate, or otherwise. Notwithstanding the foregoing, Tenant shall be entitled to make a separate claim against the condemning authority for (a) the unamortized cost of Tenant Im

ARTICLE 12 — ASSIGNMENT AND SUBLETTING

Section 12.1 — General Restriction Tenant shall not assign, mortgage, pledge, hypothecate, encumber, or otherwise transfer this Lease or any interest herein, or sublet all or any portion of the Premises, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned, or delayed, except as otherwise expressly provided in this Article 12. Any purported assi

Section 12.2 — Request for Consent If Tenant desires to assign this Lease or sublet all or any portion of the Premises (other than as expressly permitted without Landlord's consent under Sections 12.5 or 12.6), Tenant shall submit a written request for consent to Landlord, together with the following information: (a) the identity of the proposed assignee or subtenant, including a description of its business and opera

Section 12.3 — Standards for Consent Landlord may withhold its consent to a proposed assignment or subletting on reasonable grounds, including, without limitation, the following: (a) the proposed assignee or subtenant does not have adequate financial capacity or creditworthiness to perform the obligations of the tenant under this Lease or the proposed sublease, as applicable; (b) the proposed use of the Premises by t