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EXHIBIT B

RULES AND REGULATIONS

This Exhibit B is attached to and made a part of the Agreement of Lease dated July 13, 2023 (the "Lease"), by and between Greystone Metropolitan Realty LLC, a Delaware limited liability company ("Landlord"), and Aurelius Media Holdings Inc., a Delaware corporation ("Tenant"), for premises located on Floors 34, 35, 36, 37, and 38 (the "Premises") of the building known as Greystone Tower, located at 787 Seventh Avenue, New York, New York 10019 (the "Building").

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Lease. Landlord reserves the right to amend, modify, or supplement these Rules and Regulations from time to time, provided that (a) such amendments are applied uniformly to all office tenants in the Building, (b) such amendments do not materially and adversely affect Tenant's use of the Premises for general office, studio/production, and ancillary uses consistent with a global media, entertainment, and e-commerce headquarters, and (c) Landlord provides Tenant with not less than thirty (30) days' prior written notice of any material amendment. In the event of any conflict between these Rules and Regulations and the provisions of the Lease, the Lease shall control.

The following Rules and Regulations are in effect as of the date of the Lease and shall be observed by Tenant, its employees, agents, contractors, invitees, licensees, and visitors in their use and occupancy of the Premises and the common areas of the Building:

Rule 1. Access and Building Hours

1.1 Building Standard Hours. The Building's standard operating hours ("Building Hours") are Monday through Friday, 7:00 a.m. to 7:00 p.m., and Saturday, 8:00 a.m. to 1:00 p.m., excluding holidays observed by the Building (as such holidays are designated by Landlord from time to time in accordance with customary practice for Class A office buildings in Midtown Manhattan). A list of observed holidays for each calendar year shall be made available by Landlord's property management office on or before December 1 of the preceding calendar year. During Building Hours, standard Building services, including lobby staffing, passenger elevator service, and base building HVAC, shall be provided as set forth in the Lease.

1.2 Twenty-Four-Hour Access. Notwithstanding the foregoing Building Hours, Tenant and its authorized employees, agents, and invitees shall have access to the Premises twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year, including holidays, via the Building's security card-key access system. After-hours access shall be subject to Tenant's compliance with the Building's security procedures, including the presentation of valid Building-issued key cards or credentials at the lobby security station and at elevator access control points.

1.3 Authorized Personnel. Tenant shall furnish to Landlord, and shall update from time to time as necessary, a current list of all personnel authorized to access the Premises, including each such person's name, title, department, and floor assignment. Landlord reserves the right to deny access to the Building to any person who is not on such authorized list or who does not present valid identification. Landlord may require all visitors of Tenant, including but not limited to clients, guests, vendors, and delivery personnel, to sign in at the lobby security desk and to display a visitor badge while in the Building. Tenant shall be responsible for ensuring that all visitors comply with such procedures and for the conduct of its visitors while in the Building.

1.4 After-Hours HVAC. After-hours heating, ventilation, and air conditioning service shall be available to Tenant upon request at the rates set forth in the Lease. Tenant shall provide Landlord's property management office with not less than twenty-four (24) hours' advance written or electronic notice for after-hours HVAC service, specifying the floor(s) and the time period for which such service is requested. Landlord shall use commercially reasonable efforts to accommodate shorter-notice requests, but shall not be obligated to do so. Charges for after-hours HVAC shall be billed monthly in arrears to Tenant as additional rent in accordance with the Lease.

1.5 Designated Entrances and Elevator Banks. Tenant's employees and invitees shall use only the entrances and elevator banks designated by Landlord for access to Floors 34 through 38. Tenant shall have the right to one designated elevator bank placard as specifically set forth in the Lease, identifying Tenant by name and logo in a manner consistent with the Building's design standards. Tenant shall not permit its employees or invitees to use service entrances, freight areas, or other non-designated entrances for routine ingress and egress except in the case of emergency or as otherwise expressly permitted herein.

Rule 2. Use of Premises

2.1 Permitted Use. The Premises shall be used and occupied solely for general office, studio/production, and ancillary uses consistent with the operation of a global media, entertainment, and e-commerce headquarters, as expressly permitted under Article [●] of the Lease (the "Permitted Use"). Ancillary uses may include, without limitation, executive offices, conference and meeting rooms, employee cafeteria and pantry facilities, production studios, editing suites, screening rooms, server and telecommunications rooms, storage rooms, and such other uses as are customary and incidental to a first-class media and entertainment headquarters operation.

2.2 Prohibited Uses. No portion of the Premises shall be used for (a) retail sales to the general public, (b) manufacturing, (c) residential or overnight sleeping purposes, (d) any unlawful purpose, or (e) any purpose that would violate the certificate of occupancy for the Building or the terms and conditions of the Lease. Tenant shall not use the Premises for any purpose that would constitute a public or private nuisance or that would bring disrepute upon the Building or its tenants.

2.3 Noise, Vibration, and Odor. Tenant shall not conduct or permit any activity within the Premises that causes unreasonable noise, vibration, or odor perceptible beyond the boundaries of the Premises so as to disturb, annoy, or interfere with the quiet enjoyment of other tenants or occupants of the Building. Studio and production activities within the Premises are expressly permitted; provided, however, that Tenant shall ensure that such activities comply with all applicable noise attenuation standards, including the installation and maintenance of appropriate soundproofing materials and equipment in studio and production areas, as contemplated by the Work Letter Agreement attached to the Lease as Exhibit C. Tenant shall promptly address any noise or vibration complaints brought to its attention by Landlord or by the Building's management office.

2.4 Legal Compliance. Tenant shall comply at all times with all applicable federal, state, and local laws, statutes, ordinances, rules, codes, and regulations in its use and occupancy of the Premises, including without limitation the New York City Zoning Resolution, the New York City Building Code, the New York City Administrative Code, the New York City Fire Code, applicable provisions of the New York State Multiple Dwelling Law (to the extent applicable), and all rules and regulations promulgated by governmental authorities having jurisdiction over the Building or the Premises.

Rule 3. Common Areas

3.1 Definition. As used in these Rules and Regulations, "Common Areas" means those areas of the Building designated by Landlord from time to time for the common use of all tenants and occupants, including without limitation the main lobby, elevator lobbies on each floor, corridors, hallways, stairwells, restrooms, loading docks, mechanical rooms (to the extent accessible), and any other areas so designated by Landlord in its reasonable discretion.

3.2 No Obstruction. Tenant shall not obstruct, block, or impede access to or through any hallways, stairwells, exits, elevators, elevator lobbies, fire corridors, or other Common Areas. All such areas shall be kept clear at all times in accordance with applicable fire and life safety codes and the Building's emergency egress plan.

3.3 No Storage. No personal property, equipment, materials, furniture, boxes, or other items belonging to Tenant, its employees, agents, or invitees shall be stored, left, or deposited in any Common Area of the Building without the prior written consent of Landlord. Any items found in violation of this Rule may be removed by Landlord at Tenant's sole cost and expense, and Landlord shall not be responsible for any loss, damage, or theft of such items.

3.4 No Loitering. Tenant and Tenant's employees, agents, and invitees shall not loiter, congregate, or obstruct passage in Common Areas in a manner that interferes with the access, use, or enjoyment of such areas by other tenants, occupants, or their invitees. Tenant shall direct its employees and guests to use the Premises and any designated break areas within the Premises for extended gatherings, conversations, or meetings.

Rule 4. Signage

4.1 Tenant's Signage Rights. Tenant's signage rights are as specifically set forth in the Lease, including (a) a listing on the Building's lobby directory, (b) one (1) elevator bank placard for the elevator bank serving Floors 34 through 38, and (c) one (1) exterior building-top sign position, subject in each case to Landlord's reasonable approval of design, size, materials, illumination, and placement, and subject to the issuance of all applicable governmental permits and approvals, including but not limited to sign permits from the New York City Department of Buildings and any required approvals under the New York City Zoning Resolution.

4.2 Restrictions on Additional Signage. No other signs, advertisements, notices, placards, lettering, graphics, or other displays shall be inscribed, painted, affixed, projected, or displayed in, on, or about the Building or the Premises (including on any windows, doors, or walls visible from outside the Premises or from Common Areas) without the prior written consent of Landlord, which consent may be granted or withheld in Landlord's reasonable discretion with due regard for the maintenance of a first-class appearance of the Building.

4.3 Building-Standard Identification Signage. Landlord shall, at Landlord's expense, provide Building-standard suite identification signage at the entrance to each floor of the Premises (i.e., at the elevator lobby entrance on each of Floors 34, 35, 36, 37, and 38). Such signage shall conform to the Building's design standards and shall include Tenant's name and, at Tenant's option, Tenant's logo, subject to Landlord's reasonable approval of the logo design and dimensions.

4.4 Compliance with Codes. All approved signage, whether installed by Tenant or by Landlord on Tenant's behalf, must comply with all applicable building codes, fire codes, zoning regulations, landmarks preservation requirements (if applicable), and other governmental ordinances and regulations.

Rule 5. Deliveries, Freight, and Loading

5.1 Freight Elevator and Loading Dock. All deliveries to and from the Premises, including all move-ins, move-outs, furniture deliveries, equipment installations, and shipments of materials, shall be conducted exclusively via the Building's freight elevator(s) and loading dock. Under no circumstances shall Tenant or its agents use passenger elevators for the transportation of bulky items, furniture, equipment, or large quantities of materials.

5.2 Scheduling. Large deliveries and moves, including but not limited to initial move-in, substantial furniture deliveries, and equipment installations, must be scheduled in advance with Landlord's property management office. All scheduling requests shall be directed to Brendan T. Kozlowski, Vice President, Asset Management, or his designee. Landlord shall use commercially reasonable efforts to accommodate Tenant's scheduling requests; however, Landlord reserves the right to assign specific time slots and to require that certain deliveries or moves be conducted during non-business hours (i.e., before 7:00 a.m. or after 7:00 p.m. on weekdays, or on Sundays) to minimize disruption to the Building and its tenants.

5.3 Loading Dock Management. Tenant shall not cause or permit congestion of the Building's loading dock area. Tenant shall ensure that its delivery vehicles and contractors' vehicles do not block or impede access to the loading dock by other tenants or their agents. Tenant's delivery vehicles shall not remain at the loading dock for any period longer than reasonably necessary to complete the applicable delivery or pick-up. Tenant shall comply with all posted loading dock rules and with the directions of Landlord's loading dock personnel.

5.4 Removal of Packing Materials. Tenant shall promptly remove all packing materials, boxes, crating, refuse, and debris from Common Areas, hallways, elevator lobbies, and the loading dock area following any delivery, move-in, or move-out. Any such materials that are not promptly removed may be removed by Landlord at Tenant's sole cost and expense.

Rule 6. Alterations and Improvements

6.1 General Requirement. All alterations, installations, additions, improvements, and decorations to the Premises (collectively, "Alterations") shall be performed in accordance with the Work Letter Agreement attached to the Lease as Exhibit C and the applicable provisions of the Lease governing Alterations. No Alterations shall be commenced by Tenant without full compliance with the procedures set forth in the Lease.

6.2 Landlord's Consent. Tenant shall obtain Landlord's prior written consent before commencing any Alterations to the Premises, other than Cosmetic Alterations (as that term is defined in the Lease). Landlord's consent shall not be unreasonably withheld, conditioned, or delayed with respect to non-structural Alterations that do not affect the Building's systems. For the avoidance of doubt, Cosmetic Alterations (such as painting, wallcovering, carpeting, and the installation of shelving and other similar decorative work) may be performed by Tenant without Landlord's prior consent, subject to compliance with all applicable laws and Building standards.

6.3 Approved Contractors. All contractors, subcontractors, mechanics, laborers, and materialmen performing work in the Premises must be approved by Landlord prior to the commencement of any work, which approval shall not be unreasonably withheld, conditioned, or delayed. All such contractors shall carry commercial general liability insurance, workers' compensation insurance, and such other insurance coverages in the amounts and with the carriers required under the Lease, and shall provide Landlord with certificates of insurance evidencing such coverages prior to commencing work.

6.4 Code Compliance. All Alterations shall comply with all applicable building codes, the New York City Department of Buildings requirements, the New York City Electrical Code, the New York City Plumbing Code, the New York City Fire Code, and the Building's construction guidelines as promulgated by Landlord from time to time. Tenant shall obtain all necessary permits and approvals from applicable governmental authorities prior to commencing any Alterations.

6.5 Architect for Structural and Mechanical Work. Tenant shall use Ashworth Patel Design Studio LLC, with offices at 350 Fifth Avenue, Suite 5410, New York, New York 10118, or such other architect or engineering firm as may be approved in writing by Landlord (such approval not to be unreasonably withheld), for any Alterations that affect the Building's structural elements, core systems, mechanical systems, or building envelope. Plans and specifications for any such Alterations shall be submitted to Landlord for review and approval prior to the commencement of work.

Rule 7. Elevators

7.1 Passenger Elevators. During Building Hours, Tenant and Tenant's employees and invitees shall use only the passenger elevators designated by Landlord for service to Floors 34 through 38. Tenant's employees and visitors shall not use elevators serving other floors or other tenant areas unless such use is necessary for access to Common Areas (e.g., the main lobby). Tenant shall instruct its employees and visitors to yield to other Building occupants and to use elevators in an orderly and courteous manner.

7.2 Freight Elevators. Freight elevators must be used for the transportation of furniture, heavy equipment, bulk materials, construction materials, and any other items that, by reason of their size, weight, or character, are unsuitable for transport in passenger elevators. The use of freight elevators must be scheduled in advance with the Building's management office to ensure availability and to minimize disruption to other tenants. Tenant shall be responsible for any damage to freight elevator cabs, doors, or landings caused by Tenant's use or the use of Tenant's contractors, agents, or invitees.

7.3 Weight Limits. Tenant shall not overload any elevator beyond its posted weight limit. In the event Tenant intends to transport items of unusual weight, Tenant shall consult with the Building's management office in advance to determine the appropriate elevator and any additional precautions that may be required.

Rule 8. Keys and Security

8.1 Initial Access Credentials. Landlord shall furnish to Tenant an initial supply of key cards, access fobs, and/or other electronic access credentials in such quantities as are reasonably necessary for Tenant's initial occupancy of the Premises, at no charge to Tenant. The initial quantity shall be as mutually agreed between Landlord and Tenant, but shall in no event be less than the number of Tenant's employees reasonably expected to occupy the Premises as of the Commencement Date.

8.2 Additional and Replacement Credentials. Additional key cards, replacement key cards, and any other supplemental access credentials requested by Tenant shall be furnished by Landlord at Tenant's expense, at Landlord's then-current published rates. Tenant shall promptly notify Landlord of any lost or stolen key cards so that such cards may be deactivated in the Building's access control system.

8.3 No Duplication. Tenant shall not duplicate, copy, reprogram, or otherwise reproduce any keys, key cards, access fobs, or other access devices issued by Landlord without Landlord's prior written consent. All access credentials remain the property of Landlord and are issued solely for Tenant's use in connection with the Lease.

8.4 Supplemental Locks and Security Systems. Tenant shall not install any supplemental locks, deadbolts, electronic access systems, biometric readers, security cameras, or other security devices on any doors in or to the Premises, or on any interior or exterior walls of the Premises, without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Any such approved installations shall be performed in a manner that does not damage the Building's doors, frames, walls, or finishes, and shall comply with all applicable building codes and fire codes.

8.5 Return of Access Devices. Upon the expiration or earlier termination of the Lease, or upon the earlier vacating of the Premises by Tenant, Tenant shall return to Landlord all keys, key cards, access fobs, and other access devices issued to Tenant, its employees, agents, and contractors. The cost of replacing any unreturned access devices shall be borne by Tenant.

Rule 9. Noise and Conduct

9.1 General Noise Restrictions. No unreasonable noise, music, sound, or vibration shall emanate from the Premises so as to disturb, annoy, or interfere with other tenants, occupants, or their invitees in the Building. Tenant shall exercise reasonable care and diligence in minimizing noise levels, particularly during Building Hours when adjacent office floors may be occupied.

9.2 Studio and Production Activities. Studio and production activities conducted within the Premises, including but not limited to audio recording, video production, live streaming, rehearsals, and related activities, shall be conducted with appropriate sound insulation and noise-dampening measures sufficient to prevent the transmission of unreasonable noise beyond the boundaries of the Premises. Tenant shall maintain in good condition all soundproofing materials and acoustic treatments installed in studio and production areas within the Premises.

9.3 Animals. No animals of any kind shall be brought into or kept on the Premises or in any Common Area of the Building, with the sole exception of service animals as required by the Americans with Disabilities Act, the New York State Human Rights Law, the New York City Human Rights Law, or other applicable law. Persons accompanied by service animals shall comply with all applicable legal requirements regarding the control and conduct of such animals.

9.4 Smoking. Smoking (including the use of electronic cigarettes, vaporizers, and similar devices) is strictly prohibited in all portions of the Building, including without limitation the Premises, all Common Areas, stairwells, restrooms, lobbies, the loading dock, the parking garage, and any enclosed or partially enclosed areas of the Building, in compliance with the New York City Smoke-Free Air Act and all other applicable laws and regulations.

9.5 Cooking. No cooking shall be conducted in the Premises except in designated kitchen, pantry, and cafeteria areas equipped with cooking and ventilation equipment approved by Landlord and installed in compliance with the New York City Fire Code and applicable health regulations. Tenant may maintain employee cafeteria or pantry facilities within the Premises for the preparation and service of food to Tenant's employees and guests; provided, however, that such facilities shall not produce odors, smoke, or grease emissions that escape into Common Areas or that are perceptible by other tenants of the Building. Tenant shall be responsible for maintaining such facilities in a clean and sanitary condition and in compliance with all applicable health department regulations.

Rule 10. Trash and Waste Removal

10.1 Refuse Disposal. Tenant shall deposit all refuse, garbage, and waste generated in or from the Premises in the designated containers and refuse areas provided by Landlord. Tenant shall not place or allow to accumulate any refuse in hallways, corridors, elevator lobbies, stairwells, or other Common Areas of the Building. Tenant shall ensure that refuse is deposited in the designated containers on a daily basis.

10.2 Recycling. Tenant shall separate recyclable materials (including paper, cardboard, glass, metal, and plastics) from other refuse in accordance with the recycling requirements of the New York City Department of Sanitation, Local Law 97 (as applicable), and the Building's recycling programs. The Building maintains a LEED Gold certification under the U.S. Green Building Council's Leadership in Energy and Environmental Design rating system, and Tenant's cooperation with the Building's waste management and recycling programs is essential to maintaining that certification. Landlord shall make available to Tenant information regarding the Building's recycling procedures and shall provide appropriate recycling containers or access to centralized recycling stations.

10.3 Hazardous and Toxic Waste. No hazardous materials, toxic substances, biomedical waste, or other regulated waste shall be disposed of in the Building's refuse systems, drain systems, or sewage systems. The disposal of any such materials shall be conducted by Tenant at Tenant's sole cost and expense in compliance with all applicable federal, state, and local environmental laws and regulations, including without limitation the Resource Conservation and Recovery Act (RCRA), the New York State Environmental Conservation Law, and all rules and regulations promulgated thereunder.

10.4 Oversized Refuse and Construction Debris. Oversized refuse, construction debris, demolition waste, and bulk waste must be removed from the Premises via the freight elevator and loading dock at times scheduled with Landlord's management office. The cost of removal and disposal of such materials, including any required dumpster rentals, hauling fees, and disposal fees, shall be borne solely by Tenant.

Rule 11. Fire and Life Safety

11.1 Compliance with Protocols. Tenant shall comply with all fire and life safety protocols, plans, and procedures established by Landlord for the Building, as the same may be amended from time to time. Such protocols include, without limitation, the Building's Fire Safety and Evacuation Plan filed with the Fire Department of the City of New York. Tenant shall ensure that its employees participate in all fire drills, evacuation drills, and emergency preparedness exercises conducted by Landlord or required by applicable law, including the drills required under the New York City Fire Code and the rules of the Fire Department of the City of New York.

11.2 Floor Wardens. Tenant shall designate one (1) floor warden and at least one (1) deputy floor warden for each of Floors 34, 35, 36, 37, and 38. Tenant shall provide the names, telephone numbers, and email addresses of all designated floor wardens and deputy floor wardens to Landlord's fire safety director within thirty (30) days after the Commencement Date and shall promptly update such information whenever changes in designation occur. Floor wardens shall attend all training sessions conducted by Landlord's fire safety director as required by the New York City Fire Code.

11.3 No Obstruction of Safety Equipment. No fire exits, stairwell doors, fire corridors, fire hose cabinets, fire extinguishers, sprinkler heads, smoke detectors, fire alarm pull stations, standpipe connections, fire suppression equipment, or emergency lighting shall be obstructed, blocked, covered, or rendered inaccessible by Tenant, its employees, agents, or invitees. Tenant shall maintain a minimum clearance of eighteen (18) inches below all sprinkler heads within the Premises at all times.

11.4 Flammable and Explosive Materials. No flammable liquids, explosive materials, compressed gases (other than those contained in standard fire extinguishers), or other hazardous materials presenting a fire or explosion risk shall be stored, used, or handled in the Premises except as expressly permitted by applicable law and only with Landlord's prior written consent. Any such materials approved for storage shall be maintained in quantities and in containers that comply with the New York City Fire Code and with the rules of the Fire Department of the City of New York.

11.5 Fire Safety Equipment. Tenant shall maintain within the Premises all required fire extinguishers, first aid kits, automated external defibrillators (to the extent required by law), emergency lighting, exit signage, and other safety equipment in good working order and in compliance with applicable codes and regulations. Tenant shall cause such equipment to be inspected and serviced at the intervals required by applicable law and shall maintain records of all such inspections.

Rule 12. Electrical and Mechanical Systems

12.1 Electricity. Tenant's electricity for the Premises is provided via direct metering as set forth in the Lease. Tenant is solely responsible for all costs associated with its electrical consumption, including demand charges, as measured by the applicable meter(s). Tenant shall make all payments for electricity directly to the utility provider or to Landlord, as specified in the Lease.

12.2 No Overloading. Tenant shall not overload any electrical circuits, panels, feeders, bus ducts, or wiring within the Premises or serving the Premises. Any additional electrical capacity beyond Building-standard capacity (as defined in the Lease) required by Tenant for its operations (including, without limitation, studio/production equipment, server rooms, or ups systems) must be installed at Tenant's sole cost and expense, with Landlord's prior written consent and in accordance with the Building's electrical specifications and all applicable codes.

12.3 No Tampering. Tenant shall not tamper with, alter, modify, or make any connections to the Building's mechanical, plumbing, electrical, HVAC, life safety, elevator, fire suppression, or telecommunications systems without Landlord's prior written approval. Any work involving such Building systems shall be performed only by contractors approved by Landlord, using methods and materials approved by Landlord, and in compliance with the Building's specifications and all applicable codes and regulations.

12.4 Cabling and Telecommunications. All cabling, wiring, fiber optic lines, and telecommunications installations within the Premises and between the Premises and the Building's telecommunications risers, closets, and points of entry must comply with the Building's cabling standards and applicable codes, including the National Electrical Code and the New York City Electrical Code. Tenant shall use only Building-approved pathways, conduits, and riser space for such installations. At the expiration or earlier termination of the Lease, Tenant shall, at Landlord's election, remove all cabling and wiring installed by or on behalf of Tenant and restore the affected areas to their prior condition, or leave such cabling and wiring in place in good working order, as directed by Landlord.

Rule 13. Window Treatments

13.1 Building-Standard Treatments. Tenant shall use only Building-standard window treatments (currently, mechanized solar shades in a neutral gray tone) on all exterior windows of the Premises, or such other window treatments as may be approved in writing by Landlord in its reasonable discretion, to maintain a uniform exterior building appearance as viewed from outside the Building. Any replacement or supplemental window treatments proposed by Tenant shall be of a color, material, and opacity consistent with the Building-standard treatments and shall be subject to Landlord's prior written approval.

13.2 Window Sills and Surfaces. No objects, signs, decals, stickers, films, banners, or decorative items shall be placed on window sills, affixed to interior or exterior window surfaces, or otherwise displayed in a manner that is visible from outside the Building, except for Building-standard window treatments and such signage as may be expressly approved under Rule 4.

Rule 14. Floor Loads

14.1 Load Limits. Tenant shall not place, install, or operate any equipment, furnishings, fixtures, safes, vaults, or other heavy items that exceed the Building's structural floor load capacity as specified in the Building's certificate of occupancy and structural engineering documentation. Prior to the installation of any equipment or fixture that Tenant reasonably believes may approach or exceed the floor load capacity, Tenant shall notify Landlord and shall obtain Landlord's prior written consent, which consent may be conditioned upon the delivery of a structural engineer's certification that such installation will not exceed the applicable load limits or adversely affect the Building's structural integrity.

14.2 Placement of Heavy Equipment. Heavy equipment, including but not limited to safes, vault doors, file servers, ups systems, battery cabinets, production equipment, and printing equipment, must be placed at locations within the Premises approved by Landlord so as to properly distribute weight in accordance with the Building's structural specifications. Landlord may require Tenant to install supplemental structural reinforcement at Tenant's sole cost and expense as a condition to approving the placement of such items.

Rule 15. Water and Plumbing

15.1 Proper Use. Tenant shall not misuse, damage, or permit the misuse of any water fixtures, faucets, toilets, sinks, drains, or other plumbing fixtures provided in or serving the Premises. No foreign substances, including but not limited to coffee grounds, food waste, paper towels, cleaning chemicals, grease, or construction debris, shall be disposed of in Building plumbing, drains, or sewage systems.

15.2 Additional Fixtures. Tenant shall not install or operate any plumbing fixtures, appliances, water heaters, garbage disposals, dishwashers, washing machines, ice machines, or other water-consuming equipment beyond those provided by Landlord as part of the base building without Landlord's prior written consent. Any approved additional plumbing installations shall be performed by contractors approved by Landlord, at Tenant's sole cost and expense, and in compliance with the New York City Plumbing Code and all applicable regulations.

15.3 Damage. Any damage to the Building's plumbing systems, pipes, fixtures, or equipment caused by Tenant's misuse, negligence, or the acts or omissions of Tenant's employees, agents, contractors, or invitees shall be repaired at Tenant's sole cost and expense, using contractors approved by Landlord.

Rule 16. Solicitation and Canvassing

16.1 Prohibition. No solicitation, canvassing, peddling, distribution of handbills, flyers, leaflets, promotional materials, or other advertising material, or any similar activity, shall be permitted in the Common Areas of the Building, including lobbies, corridors, elevator lobbies, stairwells, restrooms, the loading dock area, and any other Common Areas.

16.2 Tenant's Responsibility. Tenant shall not permit its employees, agents, or representatives to engage in any solicitation, canvassing, or distribution activity outside the boundaries of the Premises. Tenant shall instruct its employees regarding this prohibition and shall take reasonable steps to enforce compliance.

Rule 17. Parking and Garage

17.1 Availability. Parking in the Building's garage, if a parking facility is available in or adjacent to the Building, is subject to availability and shall be governed by a separate parking license agreement between Tenant and the garage operator. Landlord makes no representation or warranty as to the availability of parking spaces for Tenant, its employees, or its invitees.

17.2 Garage Rules. Tenant and its employees shall comply with all rules and regulations established by the garage operator, including rules regarding speed limits, designated parking areas, vehicle size restrictions, hours of operation, and payment of parking fees.

Rule 18. Sustainability and Energy Conservation

18.1 Cooperation with Sustainability Programs. Tenant shall cooperate with Landlord's sustainability programs and initiatives implemented from time to time in connection with the Building's LEED Gold certification and in furtherance of Landlord's environmental stewardship objectives. Such programs may include, without limitation, energy reduction initiatives, water conservation programs, indoor air quality monitoring, green cleaning protocols, and waste diversion programs.

18.2 Energy Conservation. Tenant shall use commercially reasonable efforts to conserve energy in the Premises, including without limitation (a) turning off lights and office equipment when not in use, (b) utilizing occupancy sensors and automatic lighting controls where installed, (c) selecting and operating energy-efficient equipment and appliances, and (d) cooperating with Landlord's efforts to comply with New York City Local Law 97 (the Climate Mobilization Act) and any successor legislation regarding building emissions.

18.3 Sustainability Reporting. Tenant shall participate in Building-wide sustainability reporting as reasonably requested by Landlord, including the provision of utility consumption data and other information necessary for Landlord to complete energy benchmarking filings, ENERGY STAR certifications, LEED recertification submissions, and compliance reports required by applicable law.

Rule 19. Compliance with Insurance Requirements

19.1 No Invalidation of Insurance. Tenant shall not do or permit anything to be done in or about the Premises, or bring or keep anything therein, that would in any way (a) invalidate or conflict with any insurance policy carried by Landlord on the Building or covering the Building's operations, (b) increase the premium of any such insurance policy beyond the standard rate applicable to the Building's occupancy classification, or (c) result in insurance companies refusing to insure the Building or any property therein in amounts and against risks as reasonably determined by Landlord.

19.2 Tenant's Insurance. Tenant shall maintain at all times during the term of the Lease, at Tenant's sole cost and expense, the insurance coverages required under Article [●] of the Lease, including without limitation:

(a) Commercial general liability insurance with limits of not less than Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate;

(b) Property insurance covering Tenant's personal property, fixtures, equipment, and improvements in an amount equal to the full replacement value thereof;

(c) Commercial umbrella/excess liability insurance with limits of not less than Twenty-Five Million Dollars ($25,000,000) per occurrence and in the aggregate; and

(d) Such other coverages as required under the Lease, all with carriers rated not less than A-VIII by A.M. Best Company (or an equivalent rating by a nationally recognized rating agency).

Tenant shall deliver certificates of insurance evidencing such coverages to Landlord prior to the Commencement Date and annually thereafter, and shall cause Landlord and Landlord's designees to be named as additional insureds on Tenant's commercial general liability and umbrella policies, as required by the Lease.

Rule 20. ADA and Accessibility

20.1 Compliance. Tenant shall comply with the Americans with Disabilities Act of 1990, as amended (the "ADA"), the New York City Human Rights Law, the New York State Human Rights Law, and all other applicable federal, state, and local laws, ordinances, and regulations regarding accessibility and the rights of persons with disabilities in the use and occupancy of the Premises. Tenant shall be responsible, at Tenant's sole cost and expense, for ensuring that the interior of the Premises complies with all applicable accessibility requirements.

20.2 Alterations. Any Alterations to the Premises undertaken by Tenant shall comply with the accessibility standards established by the ADA, the ADA Accessibility Guidelines (ADAAG), the New York City Building Code, and all other applicable accessibility standards. Tenant shall include accessibility compliance as a component of all plans and specifications submitted to Landlord for approval in connection with any proposed Alterations.

Rule 21. Telecommunications and Satellite Equipment

21.1 Roof and Exterior Installations. The installation, maintenance, or operation of any satellite dish, antenna, microwave equipment, or telecommunications equipment on the Building's roof, exterior walls, setbacks, or Common Areas requires Landlord's prior written consent and the execution of a separate rooftop or exterior license agreement between Landlord and Tenant, which agreement shall address, among other things, the location, size, weight, and appearance of such equipment, insurance requirements, indemnification obligations, maintenance responsibilities, and removal obligations. Landlord's consent shall be in its sole but reasonable discretion and may be conditioned upon Tenant's compliance with applicable governmental permits and zoning requirements.

21.2 Interior Installations. All telecommunications installations within the Premises, including cabling, wiring, fiber optic connections, and equipment rooms, must use Building-approved pathways, risers, conduits, and telecommunications closets. Tenant shall coordinate all such installations with Landlord's property management office and shall comply with the Building's telecommunications guidelines and all applicable codes and regulations.

Rule 22. Hazardous Materials

22.1 General Prohibition. Tenant shall not bring into, store, use, generate, release, or dispose of in the Building any hazardous materials, toxic substances, pollutants, contaminants, asbestos-containing materials, polychlorinated biphenyls, radioactive materials, or other materials regulated under any applicable federal, state, or local environmental law, rule, or regulation (collectively, "Hazardous Materials"), except for customary office and cleaning supplies (such as toner cartridges, copier chemicals, cleaning products, and similar items) in quantities typical for general office use and maintained in compliance with all applicable laws, including Material Safety Data Sheet requirements.

22.2 Landlord's Environmental Representations. Reference is hereby made to the environmental representations, warranties, and indemnification obligations of Landlord with respect to pre-existing environmental conditions in the Building as set forth in Article [●] of the Lease. Nothing in these Rules and Regulations shall be deemed to modify, limit, or expand Landlord's obligations or Tenant's rights under such provisions of the Lease.

Rule 23. Enforcement

23.1 Right to Enforce. Landlord shall have the right to enforce these Rules and Regulations and, in connection therewith, to exclude or expel from the Building any person who, in Landlord's reasonable judgment, violates any of these Rules and Regulations. Landlord may exercise such rights through its employees, agents, security personnel, or such other means as Landlord deems reasonably appropriate, provided that Landlord shall not exercise any such rights in a manner that unreasonably interferes with Tenant's business operations.

23.2 No Liability for Other Tenants' Non-Compliance. Landlord shall not be liable to Tenant for the failure of any other tenant, occupant, or person in the Building to comply with these Rules and Regulations or for any injury, loss, or damage arising from such failure. Notwithstanding the foregoing, Landlord shall use commercially reasonable efforts to enforce these Rules and Regulations uniformly against all tenants and occupants of the Building.

23.3 No Waiver. Landlord's failure or delay in enforcing any Rule or Regulation against Tenant or any other tenant or occupant of the Building on any occasion shall not constitute a waiver of Landlord's right to enforce such Rule or Regulation on any subsequent occasion. No waiver of any Rule or Regulation shall be effective unless set forth in a writing signed by Landlord.

Rule 24. Non-Discrimination

24.1 Uniform Application. These Rules and Regulations shall be applied uniformly and in a non-discriminatory manner to all tenants, occupants, and their employees, agents, and invitees in the Building. Landlord shall not selectively enforce any Rule or Regulation against Tenant while declining to enforce the same Rule or Regulation against similarly situated office tenants in the Building.

24.2 Landlord's Representation. Landlord represents and warrants that no rule, regulation, or policy shall be enforced against Tenant that is not also enforced against other comparable office tenants in the Building. In the event Tenant becomes aware of any instance of discriminatory or non-uniform enforcement, Tenant shall notify Landlord in writing, and Landlord shall promptly investigate and, if warranted, take corrective action.

GENERAL PROVISIONS

These Rules and Regulations are subject to and governed by the terms, covenants, and conditions of the Lease. These Rules and Regulations shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. In the event of any inconsistency, conflict, or ambiguity between any provision of these Rules and Regulations and any provision of the Lease, the provisions of the Lease shall prevail and control in all respects.

These Rules and Regulations are in effect as of the date of the Lease and shall remain in effect throughout the term of the Lease, as the same may be amended, modified, or supplemented from time to time by Landlord in accordance with the terms hereof and of the Lease.

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EXHIBIT B
RULES AND REGULATIONS
This Exhibit B is attached to and made a part of the Agreement of Lease dated July 13, 2023 (the "Lease"), by and between Greystone Metropolitan Realty LLC, a Delaware limited liability company ("Landlord"), and Aurelius Media Holdings Inc., a Delaware corporation ("Tenant"), for premises located on Floors 34, 35, 36, 37, and 38 (the "Premises") of the building known as Greystone Tower, located at 787 Seventh Avenue, New York, New York 10019 (the "Building").
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Lease. Landlord reserves the right to amend, modify, or supplement these Rules and Regulations from time to time, provided that (a) such amendments are applied uniformly to all office tenants in the Building, (b) such amendments do not materially and adversely affect Tenant's use of the Premises for general office, studio/production, and ancillary uses consistent with a global media, entertainment, and e-commerce headquarters, and (c) Landlord provides Tenant with not less than thirty (30) days' prior written notice of any material amendment. In the event of any conflict between these Rules and Regulations and the provisions of the Lease, the Lease shall control.
The following Rules and Regulations are in effect as of the date of the Lease and shall be observed by Tenant, its employees, agents, contractors, invitees, licensees, and visitors in their use and occupancy of the Premises and the common areas of the Building:
Rule 1. Access and Building Hours
1.1 Building Standard Hours. The Building's standard operating hours ("Building Hours") are Monday through Friday, 7:00 a.m. to 7:00 p.m., and Saturday, 8:00 a.m. to 1:00 p.m., excluding holidays observed by the Building (as such holidays are designated by Landlord from time to time in accordance with customary practice for Class A office buildings in Midtown Manhattan). A list of observed holidays for each calendar year shall be made available by Landlord's property management office on or before December 1 of the preceding calendar year. During Building Hours, standard Building services, including lobby staffing, passenger elevator service, and base building HVAC, shall be provided as set forth in the Lease.
1.2 Twenty-Four-Hour Access. Notwithstanding the foregoing Building Hours, Tenant and its authorized employees, agents, and invitees shall have access to the Premises twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year, including holidays, via the Building's security card-key access system. After-hours access shall be subject to Tenant's compliance with the Building's security procedures, including the presentation of valid Building-issued key cards or credentials at the lobby security station and at elevator access control points.
1.3 Authorized Personnel. Tenant shall furnish to Landlord, and shall update from time to time as necessary, a current list of all personnel authorized to access the Premises, including each such person's name, title, department, and floor assignment. Landlord reserves the right to deny access to the Building to any person who is not on such authorized list or who does not present valid identification. Landlord may require all visitors of Tenant, including but not limited to clients, guests, vendors, and delivery personnel, to sign in at the lobby security desk and to display a visitor badge while in the Building. Tenant shall be responsible for ensuring that all visitors comply with such procedures and for the conduct of its visitors while in the Building.
1.4 After-Hours HVAC. After-hours heating, ventilation, and air conditioning service shall be available to Tenant upon request at the rates set forth in the Lease. Tenant shall provide Landlord's property management office with not less than twenty-four (24) hours' advance written or electronic notice for after-hours HVAC service, specifying the floor(s) and the time period for which such service is requested. Landlord shall use commercially reasonable efforts to accommodate shorter-notice requests, but shall not be obligated to do so. Charges for after-hours HVAC shall be billed monthly in arrears to Tenant as additional rent in accordance with the Lease.
1.5 Designated Entrances and Elevator Banks. Tenant's employees and invitees shall use only the entrances and elevator banks designated by Landlord for access to Floors 34 through 38. Tenant shall have the right to one designated elevator bank placard as specifically set forth in the Lease, identifying Tenant by name and logo in a manner consistent with the Building's design standards. Tenant shall not permit its employees or invitees to use service entrances, freight areas, or other non-designated entrances for routine ingress and egress except in the case of emergency or as otherwise expressly permitted herein.
Rule 2. Use of Premises
2.1 Permitted Use. The Premises shall be used and occupied solely for general office, studio/production, and ancillary uses consistent with the operation of a global media, entertainment, and e-commerce headquarters, as expressly permitted under Article [●] of the Lease (the "Permitted Use"). Ancillary uses may include, without limitation, executive offices, conference and meeting rooms, employee cafeteria and pantry facilities, production studios, editing suites, screening rooms, server and telecommunications rooms, storage rooms, and such other uses as are customary and incidental to a first-class media and entertainment headquarters operation.
2.2 Prohibited Uses. No portion of the Premises shall be used for (a) retail sales to the general public, (b) manufacturing, (c) residential or overnight sleeping purposes, (d) any unlawful purpose, or (e) any purpose that would violate the certificate of occupancy for the Building or the terms and conditions of the Lease. Tenant shall not use the Premises for any purpose that would constitute a public or private nuisance or that would bring disrepute upon the Building or its tenants.
2.3 Noise, Vibration, and Odor. Tenant shall not conduct or permit any activity within the Premises that causes unreasonable noise, vibration, or odor perceptible beyond the boundaries of the Premises so as to disturb, annoy, or interfere with the quiet enjoyment of other tenants or occupants of the Building. Studio and production activities within the Premises are expressly permitted; provided, however, that Tenant shall ensure that such activities comply with all applicable noise attenuation standards, including the installation and maintenance of appropriate soundproofing materials and equipment in studio and production areas, as contemplated by the Work Letter Agreement attached to the Lease as Exhibit C. Tenant shall promptly address any noise or vibration complaints brought to its attention by Landlord or by the Building's management office.
2.4 Legal Compliance. Tenant shall comply at all times with all applicable federal, state, and local laws, statutes, ordinances, rules, codes, and regulations in its use and occupancy of the Premises, including without limitation the New York City Zoning Resolution, the New York City Building Code, the New York City Administrative Code, the New York City Fire Code, applicable provisions of the New York State Multiple Dwelling Law (to the extent applicable), and all rules and regulations promulgated by governmental authorities having jurisdiction over the Building or the Premises.
Rule 3. Common Areas
3.1 Definition. As used in these Rules and Regulations, "Common Areas" means those areas of the Building designated by Landlord from time to time for the common use of all tenants and occupants, including without limitation the main lobby, elevator lobbies on each floor, corridors, hallways, stairwells, restrooms, loading docks, mechanical rooms (to the extent accessible), and any other areas so designated by Landlord in its reasonable discretion.
3.2 No Obstruction. Tenant shall not obstruct, block, or impede access to or through any hallways, stairwells, exits, elevators, elevator lobbies, fire corridors, or other Common Areas. All such areas shall be kept clear at all times in accordance with applicable fire and life safety codes and the Building's emergency egress plan.
3.3 No Storage. No personal property, equipment, materials, furniture, boxes, or other items belonging to Tenant, its employees, agents, or invitees shall be stored, left, or deposited in any Common Area of the Building without the prior written consent of Landlord. Any items found in violation of this Rule may be removed by Landlord at Tenant's sole cost and expense, and Landlord shall not be responsible for any loss, damage, or theft of such items.
3.4 No Loitering. Tenant and Tenant's employees, agents, and invitees shall not loiter, congregate, or obstruct passage in Common Areas in a manner that interferes with the access, use, or enjoyment of such areas by other tenants, occupants, or their invitees. Tenant shall direct its employees and guests to use the Premises and any designated break areas within the Premises for extended gatherings, conversations, or meetings.
Rule 4. Signage
4.1 Tenant's Signage Rights. Tenant's signage rights are as specifically set forth in the Lease, including (a) a listing on the Building's lobby directory, (b) one (1) elevator bank placard for the elevator bank serving Floors 34 through 38, and (c) one (1) exterior building-top sign position, subject in each case to Landlord's reasonable approval of design, size, materials, illumination, and placement, and subject to the issuance of all applicable governmental permits and approvals, including but not limited to sign permits from the New York City Department of Buildings and any required approvals under the New York City Zoning Resolution.
4.2 Restrictions on Additional Signage. No other signs, advertisements, notices, placards, lettering, graphics, or other displays shall be inscribed, painted, affixed, projected, or displayed in, on, or about the Building or the Premises (including on any windows, doors, or walls visible from outside the Premises or from Common Areas) without the prior written consent of Landlord, which consent may be granted or withheld in Landlord's reasonable discretion with due regard for the maintenance of a first-class appearance of the Building.
4.3 Building-Standard Identification Signage. Landlord shall, at Landlord's expense, provide Building-standard suite identification signage at the entrance to each floor of the Premises (i.e., at the elevator lobby entrance on each of Floors 34, 35, 36, 37, and 38). Such signage shall conform to the Building's design standards and shall include Tenant's name and, at Tenant's option, Tenant's logo, subject to Landlord's reasonable approval of the logo design and dimensions.
4.4 Compliance with Codes. All approved signage, whether installed by Tenant or by Landlord on Tenant's behalf, must comply with all applicable building codes, fire codes, zoning regulations, landmarks preservation requirements (if applicable), and other governmental ordinances and regulations.
Rule 5. Deliveries, Freight, and Loading
5.1 Freight Elevator and Loading Dock. All deliveries to and from the Premises, including all move-ins, move-outs, furniture deliveries, equipment installations, and shipments of materials, shall be conducted exclusively via the Building's freight elevator(s) and loading dock. Under no circumstances shall Tenant or its agents use passenger elevators for the transportation of bulky items, furniture, equipment, or large quantities of materials.
5.2 Scheduling. Large deliveries and moves, including but not limited to initial move-in, substantial furniture deliveries, and equipment installations, must be scheduled in advance with Landlord's property management office. All scheduling requests shall be directed to Brendan T. Kozlowski, Vice President, Asset Management, or his designee. Landlord shall use commercially reasonable efforts to accommodate Tenant's scheduling requests; however, Landlord reserves the right to assign specific time slots and to require that certain deliveries or moves be conducted during non-business hours (i.e., before 7:00 a.m. or after 7:00 p.m. on weekdays, or on Sundays) to minimize disruption to the Building and its tenants.
5.3 Loading Dock Management. Tenant shall not cause or permit congestion of the Building's loading dock area. Tenant shall ensure that its delivery vehicles and contractors' vehicles do not block or impede access to the loading dock by other tenants or their agents. Tenant's delivery vehicles shall not remain at the loading dock for any period longer than reasonably necessary to complete the applicable delivery or pick-up. Tenant shall comply with all posted loading dock rules and with the directions of Landlord's loading dock personnel.
5.4 Removal of Packing Materials. Tenant shall promptly remove all packing materials, boxes, crating, refuse, and debris from Common Areas, hallways, elevator lobbies, and the loading dock area following any delivery, move-in, or move-out. Any such materials that are not promptly removed may be removed by Landlord at Tenant's sole cost and expense.
Rule 6. Alterations and Improvements
6.1 General Requirement. All alterations, installations, additions, improvements, and decorations to the Premises (collectively, "Alterations") shall be performed in accordance with the Work Letter Agreement attached to the Lease as Exhibit C and the applicable provisions of the Lease governing Alterations. No Alterations shall be commenced by Tenant without full compliance with the procedures set forth in the Lease.
6.2 Landlord's Consent. Tenant shall obtain Landlord's prior written consent before commencing any Alterations to the Premises, other than Cosmetic Alterations (as that term is defined in the Lease). Landlord's consent shall not be unreasonably withheld, conditioned, or delayed with respect to non-structural Alterations that do not affect the Building's systems. For the avoidance of doubt, Cosmetic Alterations (such as painting, wallcovering, carpeting, and the installation of shelving and other similar decorative work) may be performed by Tenant without Landlord's prior consent, subject to compliance with all applicable laws and Building standards.
6.3 Approved Contractors. All contractors, subcontractors, mechanics, laborers, and materialmen performing work in the Premises must be approved by Landlord prior to the commencement of any work, which approval shall not be unreasonably withheld, conditioned, or delayed. All such contractors shall carry commercial general liability insurance, workers' compensation insurance, and such other insurance coverages in the amounts and with the carriers required under the Lease, and shall provide Landlord with certificates of insurance evidencing such coverages prior to commencing work.
6.4 Code Compliance. All Alterations shall comply with all applicable building codes, the New York City Department of Buildings requirements, the New York City Electrical Code, the New York City Plumbing Code, the New York City Fire Code, and the Building's construction guidelines as promulgated by Landlord from time to time. Tenant shall obtain all necessary permits and approvals from applicable governmental authorities prior to commencing any Alterations.
6.5 Architect for Structural and Mechanical Work. Tenant shall use Ashworth Patel Design Studio LLC, with offices at 350 Fifth Avenue, Suite 5410, New York, New York 10118, or such other architect or engineering firm as may be approved in writing by Landlord (such approval not to be unreasonably withheld), for any Alterations that affect the Building's structural elements, core systems, mechanical systems, or building envelope. Plans and specifications for any such Alterations shall be submitted to Landlord for review and approval prior to the commencement of work.
Rule 7. Elevators
7.1 Passenger Elevators. During Building Hours, Tenant and Tenant's employees and invitees shall use only the passenger elevators designated by Landlord for service to Floors 34 through 38. Tenant's employees and visitors shall not use elevators serving other floors or other tenant areas unless such use is necessary for access to Common Areas (e.g., the main lobby). Tenant shall instruct its employees and visitors to yield to other Building occupants and to use elevators in an orderly and courteous manner.
7.2 Freight Elevators. Freight elevators must be used for the transportation of furniture, heavy equipment, bulk materials, construction materials, and any other items that, by reason of their size, weight, or character, are unsuitable for transport in passenger elevators. The use of freight elevators must be scheduled in advance with the Building's management office to ensure availability and to minimize disruption to other tenants. Tenant shall be responsible for any damage to freight elevator cabs, doors, or landings caused by Tenant's use or the use of Tenant's contractors, agents, or invitees.
7.3 Weight Limits. Tenant shall not overload any elevator beyond its posted weight limit. In the event Tenant intends to transport items of unusual weight, Tenant shall consult with the Building's management office in advance to determine the appropriate elevator and any additional precautions that may be required.
Rule 8. Keys and Security
8.1 Initial Access Credentials. Landlord shall furnish to Tenant an initial supply of key cards, access fobs, and/or other electronic access credentials in such quantities as are reasonably necessary for Tenant's initial occupancy of the Premises, at no charge to Tenant. The initial quantity shall be as mutually agreed between Landlord and Tenant, but shall in no event be less than the number of Tenant's employees reasonably expected to occupy the Premises as of the Commencement Date.
8.2 Additional and Replacement Credentials. Additional key cards, replacement key cards, and any other supplemental access credentials requested by Tenant shall be furnished by Landlord at Tenant's expense, at Landlord's then-current published rates. Tenant shall promptly notify Landlord of any lost or stolen key cards so that such cards may be deactivated in the Building's access control system.
8.3 No Duplication. Tenant shall not duplicate, copy, reprogram, or otherwise reproduce any keys, key cards, access fobs, or other access devices issued by Landlord without Landlord's prior written consent. All access credentials remain the property of Landlord and are issued solely for Tenant's use in connection with the Lease.
8.4 Supplemental Locks and Security Systems. Tenant shall not install any supplemental locks, deadbolts, electronic access systems, biometric readers, security cameras, or other security devices on any doors in or to the Premises, or on any interior or exterior walls of the Premises, without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Any such approved installations shall be performed in a manner that does not damage the Building's doors, frames, walls, or finishes, and shall comply with all applicable building codes and fire codes.
8.5 Return of Access Devices. Upon the expiration or earlier termination of the Lease, or upon the earlier vacating of the Premises by Tenant, Tenant shall return to Landlord all keys, key cards, access fobs, and other access devices issued to Tenant, its employees, agents, and contractors. The cost of replacing any unreturned access devices shall be borne by Tenant.
Rule 9. Noise and Conduct
9.1 General Noise Restrictions. No unreasonable noise, music, sound, or vibration shall emanate from the Premises so as to disturb, annoy, or interfere with other tenants, occupants, or their invitees in the Building. Tenant shall exercise reasonable care and diligence in minimizing noise levels, particularly during Building Hours when adjacent office floors may be occupied.
9.2 Studio and Production Activities. Studio and production activities conducted within the Premises, including but not limited to audio recording, video production, live streaming, rehearsals, and related activities, shall be conducted with appropriate sound insulation and noise-dampening measures sufficient to prevent the transmission of unreasonable noise beyond the boundaries of the Premises. Tenant shall maintain in good condition all soundproofing materials and acoustic treatments installed in studio and production areas within the Premises.
9.3 Animals. No animals of any kind shall be brought into or kept on the Premises or in any Common Area of the Building, with the sole exception of service animals as required by the Americans with Disabilities Act, the New York State Human Rights Law, the New York City Human Rights Law, or other applicable law. Persons accompanied by service animals shall comply with all applicable legal requirements regarding the control and conduct of such animals.
9.4 Smoking. Smoking (including the use of electronic cigarettes, vaporizers, and similar devices) is strictly prohibited in all portions of the Building, including without limitation the Premises, all Common Areas, stairwells, restrooms, lobbies, the loading dock, the parking garage, and any enclosed or partially enclosed areas of the Building, in compliance with the New York City Smoke-Free Air Act and all other applicable laws and regulations.
9.5 Cooking. No cooking shall be conducted in the Premises except in designated kitchen, pantry, and cafeteria areas equipped with cooking and ventilation equipment approved by Landlord and installed in compliance with the New York City Fire Code and applicable health regulations. Tenant may maintain employee cafeteria or pantry facilities within the Premises for the preparation and service of food to Tenant's employees and guests; provided, however, that such facilities shall not produce odors, smoke, or grease emissions that escape into Common Areas or that are perceptible by other tenants of the Building. Tenant shall be responsible for maintaining such facilities in a clean and sanitary condition and in compliance with all applicable health department regulations.
Rule 10. Trash and Waste Removal
10.1 Refuse Disposal. Tenant shall deposit all refuse, garbage, and waste generated in or from the Premises in the designated containers and refuse areas provided by Landlord. Tenant shall not place or allow to accumulate any refuse in hallways, corridors, elevator lobbies, stairwells, or other Common Areas of the Building. Tenant shall ensure that refuse is deposited in the designated containers on a daily basis.
10.2 Recycling. Tenant shall separate recyclable materials (including paper, cardboard, glass, metal, and plastics) from other refuse in accordance with the recycling requirements of the New York City Department of Sanitation, Local Law 97 (as applicable), and the Building's recycling programs. The Building maintains a LEED Gold certification under the U.S. Green Building Council's Leadership in Energy and Environmental Design rating system, and Tenant's cooperation with the Building's waste management and recycling programs is essential to maintaining that certification. Landlord shall make available to Tenant information regarding the Building's recycling procedures and shall provide appropriate recycling containers or access to centralized recycling stations.
10.3 Hazardous and Toxic Waste. No hazardous materials, toxic substances, biomedical waste, or other regulated waste shall be disposed of in the Building's refuse systems, drain systems, or sewage systems. The disposal of any such materials shall be conducted by Tenant at Tenant's sole cost and expense in compliance with all applicable federal, state, and local environmental laws and regulations, including without limitation the Resource Conservation and Recovery Act (RCRA), the New York State Environmental Conservation Law, and all rules and regulations promulgated thereunder.
10.4 Oversized Refuse and Construction Debris. Oversized refuse, construction debris, demolition waste, and bulk waste must be removed from the Premises via the freight elevator and loading dock at times scheduled with Landlord's management office. The cost of removal and disposal of such materials, including any required dumpster rentals, hauling fees, and disposal fees, shall be borne solely by Tenant.
Rule 11. Fire and Life Safety
11.1 Compliance with Protocols. Tenant shall comply with all fire and life safety protocols, plans, and procedures established by Landlord for the Building, as the same may be amended from time to time. Such protocols include, without limitation, the Building's Fire Safety and Evacuation Plan filed with the Fire Department of the City of New York. Tenant shall ensure that its employees participate in all fire drills, evacuation drills, and emergency preparedness exercises conducted by Landlord or required by applicable law, including the drills required under the New York City Fire Code and the rules of the Fire Department of the City of New York.
11.2 Floor Wardens. Tenant shall designate one (1) floor warden and at least one (1) deputy floor warden for each of Floors 34, 35, 36, 37, and 38. Tenant shall provide the names, telephone numbers, and email addresses of all designated floor wardens and deputy floor wardens to Landlord's fire safety director within thirty (30) days after the Commencement Date and shall promptly update such information whenever changes in designation occur. Floor wardens shall attend all training sessions conducted by Landlord's fire safety director as required by the New York City Fire Code.
11.3 No Obstruction of Safety Equipment. No fire exits, stairwell doors, fire corridors, fire hose cabinets, fire extinguishers, sprinkler heads, smoke detectors, fire alarm pull stations, standpipe connections, fire suppression equipment, or emergency lighting shall be obstructed, blocked, covered, or rendered inaccessible by Tenant, its employees, agents, or invitees. Tenant shall maintain a minimum clearance of eighteen (18) inches below all sprinkler heads within the Premises at all times.
11.4 Flammable and Explosive Materials. No flammable liquids, explosive materials, compressed gases (other than those contained in standard fire extinguishers), or other hazardous materials presenting a fire or explosion risk shall be stored, used, or handled in the Premises except as expressly permitted by applicable law and only with Landlord's prior written consent. Any such materials approved for storage shall be maintained in quantities and in containers that comply with the New York City Fire Code and with the rules of the Fire Department of the City of New York.
11.5 Fire Safety Equipment. Tenant shall maintain within the Premises all required fire extinguishers, first aid kits, automated external defibrillators (to the extent required by law), emergency lighting, exit signage, and other safety equipment in good working order and in compliance with applicable codes and regulations. Tenant shall cause such equipment to be inspected and serviced at the intervals required by applicable law and shall maintain records of all such inspections.
Rule 12. Electrical and Mechanical Systems
12.1 Electricity. Tenant's electricity for the Premises is provided via direct metering as set forth in the Lease. Tenant is solely responsible for all costs associated with its electrical consumption, including demand charges, as measured by the applicable meter(s). Tenant shall make all payments for electricity directly to the utility provider or to Landlord, as specified in the Lease.
12.2 No Overloading. Tenant shall not overload any electrical circuits, panels, feeders, bus ducts, or wiring within the Premises or serving the Premises. Any additional electrical capacity beyond Building-standard capacity (as defined in the Lease) required by Tenant for its operations (including, without limitation, studio/production equipment, server rooms, or ups systems) must be installed at Tenant's sole cost and expense, with Landlord's prior written consent and in accordance with the Building's electrical specifications and all applicable codes.
12.3 No Tampering. Tenant shall not tamper with, alter, modify, or make any connections to the Building's mechanical, plumbing, electrical, HVAC, life safety, elevator, fire suppression, or telecommunications systems without Landlord's prior written approval. Any work involving such Building systems shall be performed only by contractors approved by Landlord, using methods and materials approved by Landlord, and in compliance with the Building's specifications and all applicable codes and regulations.
12.4 Cabling and Telecommunications. All cabling, wiring, fiber optic lines, and telecommunications installations within the Premises and between the Premises and the Building's telecommunications risers, closets, and points of entry must comply with the Building's cabling standards and applicable codes, including the National Electrical Code and the New York City Electrical Code. Tenant shall use only Building-approved pathways, conduits, and riser space for such installations. At the expiration or earlier termination of the Lease, Tenant shall, at Landlord's election, remove all cabling and wiring installed by or on behalf of Tenant and restore the affected areas to their prior condition, or leave such cabling and wiring in place in good working order, as directed by Landlord.
Rule 13. Window Treatments
13.1 Building-Standard Treatments. Tenant shall use only Building-standard window treatments (currently, mechanized solar shades in a neutral gray tone) on all exterior windows of the Premises, or such other window treatments as may be approved in writing by Landlord in its reasonable discretion, to maintain a uniform exterior building appearance as viewed from outside the Building. Any replacement or supplemental window treatments proposed by Tenant shall be of a color, material, and opacity consistent with the Building-standard treatments and shall be subject to Landlord's prior written approval.
13.2 Window Sills and Surfaces. No objects, signs, decals, stickers, films, banners, or decorative items shall be placed on window sills, affixed to interior or exterior window surfaces, or otherwise displayed in a manner that is visible from outside the Building, except for Building-standard window treatments and such signage as may be expressly approved under Rule 4.
Rule 14. Floor Loads
14.1 Load Limits. Tenant shall not place, install, or operate any equipment, furnishings, fixtures, safes, vaults, or other heavy items that exceed the Building's structural floor load capacity as specified in the Building's certificate of occupancy and structural engineering documentation. Prior to the installation of any equipment or fixture that Tenant reasonably believes may approach or exceed the floor load capacity, Tenant shall notify Landlord and shall obtain Landlord's prior written consent, which consent may be conditioned upon the delivery of a structural engineer's certification that such installation will not exceed the applicable load limits or adversely affect the Building's structural integrity.
14.2 Placement of Heavy Equipment. Heavy equipment, including but not limited to safes, vault doors, file servers, ups systems, battery cabinets, production equipment, and printing equipment, must be placed at locations within the Premises approved by Landlord so as to properly distribute weight in accordance with the Building's structural specifications. Landlord may require Tenant to install supplemental structural reinforcement at Tenant's sole cost and expense as a condition to approving the placement of such items.
Rule 15. Water and Plumbing
15.1 Proper Use. Tenant shall not misuse, damage, or permit the misuse of any water fixtures, faucets, toilets, sinks, drains, or other plumbing fixtures provided in or serving the Premises. No foreign substances, including but not limited to coffee grounds, food waste, paper towels, cleaning chemicals, grease, or construction debris, shall be disposed of in Building plumbing, drains, or sewage systems.
15.2 Additional Fixtures. Tenant shall not install or operate any plumbing fixtures, appliances, water heaters, garbage disposals, dishwashers, washing machines, ice machines, or other water-consuming equipment beyond those provided by Landlord as part of the base building without Landlord's prior written consent. Any approved additional plumbing installations shall be performed by contractors approved by Landlord, at Tenant's sole cost and expense, and in compliance with the New York City Plumbing Code and all applicable regulations.
15.3 Damage. Any damage to the Building's plumbing systems, pipes, fixtures, or equipment caused by Tenant's misuse, negligence, or the acts or omissions of Tenant's employees, agents, contractors, or invitees shall be repaired at Tenant's sole cost and expense, using contractors approved by Landlord.
Rule 16. Solicitation and Canvassing
16.1 Prohibition. No solicitation, canvassing, peddling, distribution of handbills, flyers, leaflets, promotional materials, or other advertising material, or any similar activity, shall be permitted in the Common Areas of the Building, including lobbies, corridors, elevator lobbies, stairwells, restrooms, the loading dock area, and any other Common Areas.
16.2 Tenant's Responsibility. Tenant shall not permit its employees, agents, or representatives to engage in any solicitation, canvassing, or distribution activity outside the boundaries of the Premises. Tenant shall instruct its employees regarding this prohibition and shall take reasonable steps to enforce compliance.
Rule 17. Parking and Garage
17.1 Availability. Parking in the Building's garage, if a parking facility is available in or adjacent to the Building, is subject to availability and shall be governed by a separate parking license agreement between Tenant and the garage operator. Landlord makes no representation or warranty as to the availability of parking spaces for Tenant, its employees, or its invitees.
17.2 Garage Rules. Tenant and its employees shall comply with all rules and regulations established by the garage operator, including rules regarding speed limits, designated parking areas, vehicle size restrictions, hours of operation, and payment of parking fees.
Rule 18. Sustainability and Energy Conservation
18.1 Cooperation with Sustainability Programs. Tenant shall cooperate with Landlord's sustainability programs and initiatives implemented from time to time in connection with the Building's LEED Gold certification and in furtherance of Landlord's environmental stewardship objectives. Such programs may include, without limitation, energy reduction initiatives, water conservation programs, indoor air quality monitoring, green cleaning protocols, and waste diversion programs.
18.2 Energy Conservation. Tenant shall use commercially reasonable efforts to conserve energy in the Premises, including without limitation (a) turning off lights and office equipment when not in use, (b) utilizing occupancy sensors and automatic lighting controls where installed, (c) selecting and operating energy-efficient equipment and appliances, and (d) cooperating with Landlord's efforts to comply with New York City Local Law 97 (the Climate Mobilization Act) and any successor legislation regarding building emissions.
18.3 Sustainability Reporting. Tenant shall participate in Building-wide sustainability reporting as reasonably requested by Landlord, including the provision of utility consumption data and other information necessary for Landlord to complete energy benchmarking filings, ENERGY STAR certifications, LEED recertification submissions, and compliance reports required by applicable law.
Rule 19. Compliance with Insurance Requirements
19.1 No Invalidation of Insurance. Tenant shall not do or permit anything to be done in or about the Premises, or bring or keep anything therein, that would in any way (a) invalidate or conflict with any insurance policy carried by Landlord on the Building or covering the Building's operations, (b) increase the premium of any such insurance policy beyond the standard rate applicable to the Building's occupancy classification, or (c) result in insurance companies refusing to insure the Building or any property therein in amounts and against risks as reasonably determined by Landlord.
19.2 Tenant's Insurance. Tenant shall maintain at all times during the term of the Lease, at Tenant's sole cost and expense, the insurance coverages required under Article [●] of the Lease, including without limitation:
(a) Commercial general liability insurance with limits of not less than Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate;
(b) Property insurance covering Tenant's personal property, fixtures, equipment, and improvements in an amount equal to the full replacement value thereof;
(c) Commercial umbrella/excess liability insurance with limits of not less than Twenty-Five Million Dollars ($25,000,000) per occurrence and in the aggregate; and
(d) Such other coverages as required under the Lease, all with carriers rated not less than A-VIII by A.M. Best Company (or an equivalent rating by a nationally recognized rating agency).
Tenant shall deliver certificates of insurance evidencing such coverages to Landlord prior to the Commencement Date and annually thereafter, and shall cause Landlord and Landlord's designees to be named as additional insureds on Tenant's commercial general liability and umbrella policies, as required by the Lease.
Rule 20. ADA and Accessibility
20.1 Compliance. Tenant shall comply with the Americans with Disabilities Act of 1990, as amended (the "ADA"), the New York City Human Rights Law, the New York State Human Rights Law, and all other applicable federal, state, and local laws, ordinances, and regulations regarding accessibility and the rights of persons with disabilities in the use and occupancy of the Premises. Tenant shall be responsible, at Tenant's sole cost and expense, for ensuring that the interior of the Premises complies with all applicable accessibility requirements.
20.2 Alterations. Any Alterations to the Premises undertaken by Tenant shall comply with the accessibility standards established by the ADA, the ADA Accessibility Guidelines (ADAAG), the New York City Building Code, and all other applicable accessibility standards. Tenant shall include accessibility compliance as a component of all plans and specifications submitted to Landlord for approval in connection with any proposed Alterations.
Rule 21. Telecommunications and Satellite Equipment
21.1 Roof and Exterior Installations. The installation, maintenance, or operation of any satellite dish, antenna, microwave equipment, or telecommunications equipment on the Building's roof, exterior walls, setbacks, or Common Areas requires Landlord's prior written consent and the execution of a separate rooftop or exterior license agreement between Landlord and Tenant, which agreement shall address, among other things, the location, size, weight, and appearance of such equipment, insurance requirements, indemnification obligations, maintenance responsibilities, and removal obligations. Landlord's consent shall be in its sole but reasonable discretion and may be conditioned upon Tenant's compliance with applicable governmental permits and zoning requirements.
21.2 Interior Installations. All telecommunications installations within the Premises, including cabling, wiring, fiber optic connections, and equipment rooms, must use Building-approved pathways, risers, conduits, and telecommunications closets. Tenant shall coordinate all such installations with Landlord's property management office and shall comply with the Building's telecommunications guidelines and all applicable codes and regulations.
Rule 22. Hazardous Materials
22.1 General Prohibition. Tenant shall not bring into, store, use, generate, release, or dispose of in the Building any hazardous materials, toxic substances, pollutants, contaminants, asbestos-containing materials, polychlorinated biphenyls, radioactive materials, or other materials regulated under any applicable federal, state, or local environmental law, rule, or regulation (collectively, "Hazardous Materials"), except for customary office and cleaning supplies (such as toner cartridges, copier chemicals, cleaning products, and similar items) in quantities typical for general office use and maintained in compliance with all applicable laws, including Material Safety Data Sheet requirements.
22.2 Landlord's Environmental Representations. Reference is hereby made to the environmental representations, warranties, and indemnification obligations of Landlord with respect to pre-existing environmental conditions in the Building as set forth in Article [●] of the Lease. Nothing in these Rules and Regulations shall be deemed to modify, limit, or expand Landlord's obligations or Tenant's rights under such provisions of the Lease.
Rule 23. Enforcement
23.1 Right to Enforce. Landlord shall have the right to enforce these Rules and Regulations and, in connection therewith, to exclude or expel from the Building any person who, in Landlord's reasonable judgment, violates any of these Rules and Regulations. Landlord may exercise such rights through its employees, agents, security personnel, or such other means as Landlord deems reasonably appropriate, provided that Landlord shall not exercise any such rights in a manner that unreasonably interferes with Tenant's business operations.
23.2 No Liability for Other Tenants' Non-Compliance. Landlord shall not be liable to Tenant for the failure of any other tenant, occupant, or person in the Building to comply with these Rules and Regulations or for any injury, loss, or damage arising from such failure. Notwithstanding the foregoing, Landlord shall use commercially reasonable efforts to enforce these Rules and Regulations uniformly against all tenants and occupants of the Building.
23.3 No Waiver. Landlord's failure or delay in enforcing any Rule or Regulation against Tenant or any other tenant or occupant of the Building on any occasion shall not constitute a waiver of Landlord's right to enforce such Rule or Regulation on any subsequent occasion. No waiver of any Rule or Regulation shall be effective unless set forth in a writing signed by Landlord.
Rule 24. Non-Discrimination
24.1 Uniform Application. These Rules and Regulations shall be applied uniformly and in a non-discriminatory manner to all tenants, occupants, and their employees, agents, and invitees in the Building. Landlord shall not selectively enforce any Rule or Regulation against Tenant while declining to enforce the same Rule or Regulation against similarly situated office tenants in the Building.
24.2 Landlord's Representation. Landlord represents and warrants that no rule, regulation, or policy shall be enforced against Tenant that is not also enforced against other comparable office tenants in the Building. In the event Tenant becomes aware of any instance of discriminatory or non-uniform enforcement, Tenant shall notify Landlord in writing, and Landlord shall promptly investigate and, if warranted, take corrective action.
GENERAL PROVISIONS
These Rules and Regulations are subject to and governed by the terms, covenants, and conditions of the Lease. These Rules and Regulations shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. In the event of any inconsistency, conflict, or ambiguity between any provision of these Rules and Regulations and any provision of the Lease, the provisions of the Lease shall prevail and control in all respects.
These Rules and Regulations are in effect as of the date of the Lease and shall remain in effect throughout the term of the Lease, as the same may be amended, modified, or supplemented from time to time by Landlord in accordance with the terms hereof and of the Lease.
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EXHIBIT B

RULES AND REGULATIONS

GENERAL PROVISIONS

Record

Parties

Dates

Amounts