Fifth Amendment, dated as of August 1, 2024, to Sublease Agreement, dated as of March 29, 2012 and amended as of March 31, 2016, May 1, 2019, November 5, 2019 and December 15, 2022, between Tontine Associates, L.L.C. and IES Management ROO, LP

This Fifth Amendment to Sublease Agreement is entered into as of August 1, 2024 (the “Sublease Amendment”), by and between TONTINE ASSOCIATES, LLC, having an office at One Sound Shore Drive, Suite 304, Greenwich, Connecticut 06830 (the “Sublessor”), and IES MANAGEMENT ROO, LP, sharing office space with Sublessor (the “Sublessee” and, together with the Sublessor, the “Parties”).

WHEREAS, the Sublessor and IES SHARED SERVICES, INC. (the “Original Sublessee”), are parties to a Sublease dated March 29, 2012 (“Original Sublease”), for a portion of the premises (the “Subleased Premises”) located at One Sound Shore Drive, Suite 304, Greenwich, Connecticut 06830 (the “Lease Premises”), which is leased by Sublessor from Sound Shore Partners LLC pursuant to a Lease Agreement (the “Lease Agreement”);

WHEREAS, the Original Sublease expired on March 31, 2016 and (i) was amended by that certain First Amendment to the Original Sublease dated April 1, 2016 between the Sublessor, Original Sublessee and Sublessee (the “First Amendment”), pursuant to which the Original Sublease was novated with respect to the Original Sublessee, and the Sublessee was substituted in place of the Original Sublessee under the Sublease, and the lease term was extended to June 30, 2019, and (ii) was further amended by that certain Second Amendment to the Original Sublease dated May 1, 2019 (the “Second Amendment”), pursuant to which the lease term was further extended to December 31, 2019, and (iii) was further amended by that certain Third Amendment to the Original Sublease dated November 5, 2019 (the “Third Amendment”) pursuant to which the lease term was further extended to February 28, 2023 and (iv) was further amended by that certain Fourth Amendment to the Original Sublease dated December 16, 2022 (the “Fourth Amendment” and, together with the Third Amendment, the Second Amendment, the First Amendment and the Original Sublease, the “Sublease”), pursuant to which the lease term was further extended to August 31, 2024;

WHEREAS, Sublessor has renewed its Lease Agreement for the Lease Premises effective March 11, 2024 for a term expiring on December 31, 2026, and

WHEREAS, the Parties desire to amend the Sublease, effective as of September 1, 2024 (the “Effective Date”), as set forth below to extend the term of the Sublease for a period of thirteen (13) months and to reflect the new lease rates therein of the Subleased Premises.

NOW THEREFORE, in consideration for the mutual and reciprocal promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree to amend the Sublease as follows:

All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Sublease.

1.Term. The Term of the Sublease shall be extended for thirteen (13) months so that the Sublease Expiration Date shall be September 30, 2025.

2.Base Rent. As of the Effective Date, the first paragraph of Section 2.1 of the Sublease is hereby deleted and the following is inserted in its place:

(a) Base Rent. As of the Effective Date and continuing thereafter on the first day of each and every calendar month during the term of this Sublease, Sublessee shall pay to Sublessor, as base rent for the Subleased Premises, monthly rent (exclusive of any Additional Rent pursuant to and in accordance with Article 2.2 of the Original Sublease) (the “Base Rent”) for each calendar month or portion thereof during the Term of this Sublease as follows:

* See Exhibit B for a reconciliation of these amounts to amounts payable by Sublessor under renewed Lease Agreement.

(b) Additional Rent. Sublessee shall continue to pay the Additional Rent due and owing under the Sublease pursuant to and in accordance with Article 2.2 of the Original Sublease.

3.Sublessor Representations and Warranties.

(a)    Sublessor hereby represents and warrants to Sublessee the following:

(i)attached hereto, marked Exhibit A is a true, complete, and correct copy of the Prime Lease;

(ii)the Prime Lease is in full force and effect and has not been amended or modified except as expressly set forth in Exhibit A;

4.This Sublease Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

5.All other terms and conditions of the Sublease shall remain the same and in full force and effect.