Tenant agrees that upon the date that Tenant surrenders the Surrendered Space in accordance with the Surrender Requirements (the “交還日期”), Landlord shall be released from all claims, costs, causes of action, damages and all other liability related to Tenant’s lease of the Surrendered Space. Subject to the agreements, representations, warranties and indemnities contained in this Amendment and the rest of the Lease, Landlord agrees to accept the surrender of the Surrendered Space from and after the Surrender Date and, effective as of the Surrender Date, Landlord, on its behalf and on behalf of its direct and indirect owners, shareholders, directors, officers, employees, agents, legal representatives, successors and assigns forever releases and discharges Tenant and its legal representatives, agents and successors from all obligations to be observed and performed by Tenant and its legal representatives, agents and successors under the Lease with respect to the Surrendered Space after the Surrender Date. Nothing contained in this paragraph shall be deemed to release Tenant from its obligation to satisfy, perform and fulfill all of
the agreements set forth in this Amendment. Notwithstanding anything contained in this Amendment to the contrary, Landlord and Tenant shall remain liable for all of their respective obligations under the Lease with respect to the Surrendered Space accruing prior to the Surrender Date, including, without limitation, (i) all year-end adjustments and reconciliations with respect to the Taxes and Operating Expenses for that portion of the calendar year up to and including the Surrender Date; and (ii) indemnification obligations accruing prior to the Surrender Date, all of which shall survive the Surrender Date.
Tenant hereby certifies, with respect to Tenant’s rights in and occupancy of the Surrendered Space, that the following statements are true as of the date hereof and will be true on the Surrender Date:
(a) Tenant owns and holds the entire interest of Tenant under the Lease; provided that there are currently in place (i) a sublease of certain portions of the second floor of the Building pursuant to a Sublease Agreement dated November 20, 2023, by and between Tenant and Ostara St. Louis, Ltd., as consented to by Landlord on December 22, 2023; and (ii) a sublease of certain portions of the second floor of the Building pursuant to a Sublease Agreement dated April 9, 2024, by and between Tenant and 39 North Agtech Innovation District, as consented to by Landlord on April 26, 2024 (collectively, the “現有轉租”);
Newleaf租賃的起始日期(“Newleaf Lease Commencement Date”) is defined as “The earlier to occur of (i) the date Tenant substantially completes the Tenant Improvements on the Premises, or (ii) March 1, 2025”; accordingly, in no event shall Tenant be required to pay amounts pursuant to this subsection (b) for any periods following December 31, 2025. Landlord shall promptly notify Tenant when the Newleaf Rent Abatement Period Expiration Date occurs. To the extent Tenant has paid amounts under this Section 2(b) applicable to periods after the Newleaf Rent Abatement Period Expiration Date has occurred, Tenant will be refunded such amounts.
(c) In addition to Base Rent, Tenant shall continue to pay Tenant’s Share of Operating Expenses, Taxes and any other additional rent and charges due under the Lease with respect to the Premises following the Surrender Date; provided, however, that commencing on the Surrender Date, Tenant’s Share shall be reduced to 81.13%. Notwithstanding the foregoing or anything in the Lease to the contrary, Tenant shall continue to pay (i) 100% of Operating Expenses and Taxes for the Building, (ii) 100% of the costs of all utilities and services for the entire Building (including, but not limited to, water, sewer, storm sewer, electricity and gas), but excluding costs of 「additional services」 requested by Newleaf, such as janitorial services beyond building standard, and (iii) all late fees for late payment of any of the foregoing under the Lease applicable to the period from the Surrender Date until the Newleaf Lease Commencement Date, it being acknowledged and understood by Tenant that Tenant will be responsible for all Operating Expense, Taxes and costs of utilities and services (subject to the exclusion for 「additional services」 referenced above) for the Surrendered Space until Newleaf becomes responsible for same under the Newleaf Lease; provided, however, Tenant will be required to pay for 100% of the electricity in the Building applicable to the period from the Surrender Date until the Newleaf Lease Commencement Date (「Electricity Costs」), it being further acknowledged by Tenant that (i) electricity will not be separately metered to the Surrendered Space until the Newleaf Lease Commencement Date; and (ii) Electricity Costs incurred as a result of after-hours HVAC or after- hours construction by Newleaf will not be deemed an 「additional service」 hereunder.
6. 部分交還保留權本修正案及對租約的提前終止將受到房東和Newleaf Symbiotics, Inc.("Newleaf")的認可的影響。本修正案及對租約的提前終止將受到房東和Newleaf Symbiotics, Inc.("Newleaf")的認可的影響。”) executing a Lease whereby Newleaf will expand into the Surrendered Space (the “Newleaf Lease”). In the event that Landlord and Newleaf do not execute the Newleaf Lease within thirty (30) days after the date of this Amendment (with such date of full execution deemed the “Contingency Satisfaction Date”), this Amendment shall be void and of no further force and effect and Tenant shall continue to lease the Surrendered Space pursuant to the terms of the Lease.
7. Termination of Single-Tenant Maintenance and Utility Provisions.
(a) Effective as of the Surrender Date, Section 8 of the Third Amendment (entitled “維護根據原始租約的條款,房東和租戶已確認(i)大樓的維護和管理;以及(ii)租戶通過公寓文件支付的公寓協會費用和水電燃氣費等營業費用將受原始租約條款的約束。房東和租戶應導致繼續爲大樓的共用區域和交還空間在交還日期後繼續提供水、衛生污水、電力和燃料幣的賬單以房東的名義(這些公用事業的費用將直接由房東支付,但將作爲營業費用的一部分)。此外,租戶應就公用事業的分表計費、安防系統控制的轉移以及其他必要的變更與房東合作,以促進從單租戶建築恢復爲多租戶建築。如果房東決定(按照房東的自行判斷)對任何公用事業對租賃物分表計費(分表計費安裝費用由房東承擔),則租戶應全額承擔租賃物消耗的所有此類公用事業服務費用(而不是支付其他情況下應支付的那個特定公用事業組成部分的營業費用的份額)。此外,如果房東對任何公用事業對租賃物進行分表計費,租戶同意並承諾向房東支付分表電流或其他公用事業的使用數量所示金額(由測量租賃物需求和消耗的分表計費儀表指示),但租戶爲此類分表計費的費率不應超過房東向適用第三方公用事業公司支付的費率,雙方同意此類分表計費金額不得對房東進行增加或提供利潤。任何由房東寄給租戶的分表計費賬單應附上相關的分表讀數報告和公用事業賬單。公用事業和費用)因此被視爲終止且失去進一步的效力,租戶和房東均承認:(i)大樓的維護和管理;以及(ii)租戶在共管文件規定下支付的協會費用和公用事業(以及其他營業費用)應受到原始租約的條款約束。房東和租戶應確保在交還日期後,將繼續爲大樓的共用區域和交還空間提供水費、衛生污水費用、電費和燃料幣費用的賬單放置在房東名下(此類公用事業的費用將由房東直接支付,但將納入營業費用的一部分)。此外,租戶應配合房東進行公用事業的分表計費、安防系統控制的轉移以及其他變更,以便從單一租客建築改回多租客建築。如果房東決定(根據房東自行判斷)對租賃物的任何公用事業進行分表計費(分表安裝費用由房東承擔),租戶應全權承擔租賃物消耗的此類公用事業服務費用(而不是支付原本應支付其所使用的那個特定公用事業組成部分的營業費用的份額)。此外,如果房東對租賃物的任何公用事業進行分表計費,租戶應承諾並同意向房東支付分表電流或其他公用事業的消耗金額,如分表計費儀表顯示,並由此產生;但是,租戶支付的此類分表(或獨立計量)公用事業費用的費率不得超過房東向適用的第三方公用事業公司支付的費率,雙方認爲此類分表公用事業金額不應對房東進行加價或提供利潤。房東向租戶寄發的任何分表公用事業費用賬單都應附有相應的分表讀數報告和公用事業賬單。
(c)儘管本合同中可能包含相反內容,但是(i)在或接近交還日期,房東同意爲公共區域的有線電視服務另行簽訂合同(費用將包括在營業費用中);(ii)房東將繼續直接支付根據原租約第3條提供給建築物的守衛服務(其費用將繼續包括在營業費用中)。在交還日期,承租人及其轉租人必須提前至少24小時安排使用裝卸區和一樓的時間(視情況而定),並由承租人(或其轉租人)和房東或房東的物業經理的員工隨行,雙方明白,前述將重新歸入物業的公共區域。另外,根據本條款(c)的條件,承租人應承擔其獨立的費用("IT重組成本”,該費用將加在拆分費用之外,不適用於拆分費用上限)。承租人必須將目前位於交還空間中的信息技術基礎設施、服務器和其他信息技術設備("IT設備”)搬遷至《 展B 所附,固定在此處的指定儲藏室內("New It Closet”) and install a lock (and provide Landlord with key to same) and related hardware (including, without limitation, cages to secure Tenant’s It Equipment and that of its subtenants) for the New It Closet prior to the Surrender Date. If Tenant fails to move such It Equipment to a New It Closet prior to the Surrender Date, Landlord shall be permitted, in Landlord’s sole discretion, to move the It Equipment to the New It Closet at Tenant’s cost, which shall be invoiced to Tenant as Additional Rent. Notwithstanding anything to the contrary herein, the parties acknowledge and agree that (i) Tenant shall not be required to remove or relocate the cellular communicator for the elevator phone that is currently located in the existing It closet in the Surrendered Space, however, Landlord may pursue such work at its expense; (ii) Tenant shall be permitted to remove the copper wiring located in the existing It closet in the Surrendered Space but shall not be required to relocate the same; the parties acknowledging that the information technology provider has indicated that copper wiring may not be available in the future; (iii) in connection with Tenant’s obligations to remove or relocate the It Equipment referenced above, Landlord shall reasonably cooperate with Tenant to execute such commercially reasonable documentation as may be required (e.g., by information technology providers or permitting authorities) as may be required to permit such removal or relocation; and (iv) the parties shall reasonably coordinate to achieve cost efficiencies with respect to their respective
removal and/or relocation (whether mandatory by Tenant or that Landlord may elect to pursue), which coordination may include, by way of example and not limitation, coordinating use of the same contractors or vendors, as well as coordination of timing and payment with Landlord’s property manager as may be reasonably directed by Landlord. Tenant and its subtenants shall have keys and access to the New It Closet on a 24 hours per day/7 days per week basis. The parties acknowledge that the New It Closet will potentially by used by multiple tenants and subtenants of the Building; however, Landlord agrees that (i) Tenant will be permitted to install cages for its It Equipment (at Tenant’s cost) as well as cages for Tenant’s subtenants (at either Tenant or such subtenant’s cost); (ii) Tenant and its subtenants will have exclusive access to their respective It Equipment in the New It Closet (on an unlimited basis); and (iii) although there are not anticipated to be space related issues pertaining to equipment of tenants (and subtenants) utilizing the New It Closet, should there be any issues with availability of space in the New It Closet, Tenant shall be permitted to utilize a proportion of the overall space in the New It Closet (for Tenant’s benefit and that of its subtenants) that is commensurate with the proportion of the space in the Building leased by Tenant.