First Amendment to Lease, dated April 1, 2023, between M4 PERIMETER, LLC and Signing Day Sports, Inc

Exhibit 10.60

FIRST AMENDMENT TO LEASE

This First Amendment to Lease (the “Amendment”) is dated for reference purposes as April 1, 2023, and is made and entered into by and between M4 PERIMETER, LLC, an Arizona limited liability company (’‘Landlord’’), and SIGNING DAY SPORTS, INC, a Delaware corporation (incorrectly identified as an Arizona corporation in that certain Office Lease) (“Tenant”), with reference to the following recitals of fact:

RECITALS:

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree to amend the Lease as follows:

Within thirty (30) days after the Commencement Date, Tenant shall execute and forward to Landlord a “Commencement Date Memorandum” setting forth the Commencement Date using the form attached hereto as Exhibit C and incorporated herein by this reference. Failure to execute such amendment shall not affect the actual Commencement Date and the expiration date of the Lease.

Notwithstanding any contrary provision in this Section 8, if Tenant subleases or assigns or otherwise transfers any interest under this Lease prior to the exercise of the Extension Option, the Extension Option shall lapse; and if Tenant subleases or assigns or otherwise transfers any interest of Tenant under this Lease after the exercise of the Extension Option, but prior to the commencement of the Extended Term, the Extension Option shall lapse and the initial Term of this Lease shall expire as if the Extension Option were not exercised.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized representatives as of the date first written above.

EXHIBIT A

Work Letter Agreement

This Work Letter Agreement (the “Work Letter”) is made and entered into by and between M4 PERIMETER, LLC, an Arizona limited liability company (“Landlord”), and SIGNING DAY SPORTS, INC, an Delaware corporation (“Tenant”), and is attached to and made a part of that certain First Amendment to Lease (the “Amendment”) dated April 1, 2023, by and between Landlord and Tenant.

To induce Tenant to enter into the Lease and in consideration of the mutual covenants hereinafter contained, Landlord and Tenant mutually agree as follows:

1. DEFINITIONS. Unless otherwise defined in this Work Letter, the capitalized terms used herein shall have the meaning assigned to them in the Lease.

2. REPRESENTATIVES. Landlord appoints Landlord’s Representative (specified below) to act for Landlord in all matters covered by this Work Letter. Tenant appoints Tenant’s Representative (specified below) to act for Tenant in all matters covered by this Work Letter. All inquiries, requests, instructions, authorizations and other communications with respect to the matters covered by this Work Letter will be made to Landlord’s Representative or Tenant’s Representative, as the case may be. Tenant will not make any inquiries of or requests to, and will not give any instructions or authorizations to, any other employee or agent of Landlord, including Landlord’s architect, engineers and contractors or any of their agents or employees, with regard to matters covered by this Work Letter. Either party may change its Representative under this Work Letter at anytime with three (3) days prior written notice to the other party.

3. TENANT’S PLANS AND SPECIFICATIONS.

4. LANDLORD’S APPROVAL.

Landlord may withhold its approval of any Tenant Space Plan, Tenant Working Drawings, Tenant Extra Work, Minimal Tenant Improvement Scope, or Change Orders which requires work that:

a. Landlord reasonably believes adversely affects the structural integrity of the Building, or any part of the heating, ventilating, air conditioning, plumbing, mechanical, electrical, communication or other systems of the Building;

b. is not approved by the holder of any mortgage or deed of trust encumbering the Building at the time the work is proposed;

c. Landlord reasonably believes would not be approved by a prudent owner of property similar to the Building;

d. violates any agreement which affects the Building or binds Landlord;

e. Landlord reasonably believes will increase the projected cost of operation or maintenance of any of the systems of the Building;

f. Landlord reasonably believes will reduce the rental value of the Premises or the sale value of the Building at the end of the Lease Term;

g. Landlord reasonably believes limits the reusability of the Premises if not included on Tenant’s Preliminary Space Plan;

h. does not conform to applicable building codes or is not approved by any governmental authority with jurisdiction over the Premises;

i. Landlord reasonably believes is not consistent with or is inferior to the Building Standard Tenant Improvements, as specified by Landlord; or

j. Landlord deems to be a trade fixture, as determined by Landlord in Landlord’s sole and absolute discretion.

5. SCHEDULE OF TENANT IMPROVEMENT ACTIVITIES.

6. TENANT IMPROVEMENTS AT TENANT’S COST AND EXPENSE.

All costs incurred in excess of the Tenant Allowance shall be the sole responsibility of the Tenant. Notwithstanding the foregoing, Tenant shall disburse funds directly to the Contractor(s) or any other vendor(s) Tenant engages for the design, coordination, construction or any other work or service required to complete the Tenant Improvements. Tenant shall submit the following items within thirty (30) days after completion of the Tenant Improvements: (i) “As Built” drawings and specifications, (ii) all unconditional lien releases from all general contractor(s) and subcontractor(s) performing work, and (iii) a final budget with supporting documentation detailing all costs associated with the Tenant Improvements (collectively, the “Reimbursement Information”).

7. CHANGE ORDERS.

Tenant may authorize changes in the Tenant Improvements work during construction only by written requests to Landlord’s Representative on a form approved by Landlord. All such changes will be subject to Landlord’s prior written approval in accordance with Paragraph 4. Landlord may disapprove any change which would materially delay the scheduled completion of the Tenant Improvements work. Prior to commencing any change, the Tenant will prepare and deliver to Landlord, for Landlord’s approval, a change order (the “Change Order”) setting forth the total cost of such change, which will include associated architectural, engineering and construction contractor’s fees, and the cost of Landlord’s overhead at the rate of eight percent (8%) of the amount of the Change Order. Upon Tenant’s receipt of Landlord’s approval, the Contractor will proceed to perform the change. Notwithstanding the foregoing, Tenant shall be responsible for the full total cost of such change to the extent that the total costs incurred (or to be incurred) in connection with the construction of the Tenant Improvements exceed (or will exceed) the Tenant Allowance.

8. TENANT DELAY.

If Tenant shall be delayed in substantially completing said work as a result of delays caused by Tenant (“Tenant Delay”), then Tenant shall pay to Landlord an amount equal to one-thirtieth (1/30) of the Base Rent and Additional Rent for each day of Tenant Delay which amount Tenant agrees is reasonable compensation under the circumstances. Any delay beyond September 30, 2022 in delivery of such Tenant Working Drawings, approvals and permits, shall be a day of Tenant Delay. In addition, if the aggregate Tenant Delay exceeds a total of fifteen (15) days, Landlord may, at its option, terminate this Lease and pursue all remedies for Tenant’s default specified in the Lease.

9. CONSTRUCTION OF THE PREMISES.

Tenant shall cause Contractor to construct the Tenant Improvements within the Premises under a contract with the Tenant, following receipt of the final Tenant Working Drawings and under necessary approvals and permits.

10. TENANT’S PUNCH LIST.

a. When the Tenant’s Contractor believes the Tenant Improvements are substantially completed, and prior to Landlord’s delivery of the Premises to Tenant, Tenant shall give Landlord five (5) days prior written notification of Tenant inspection of the Tenant Improvements. Landlord’s representative shall completely examine the Premises and complete with Tenant’s Representative a list of all visible items to be completed by Contractor to finish the Tenant Improvements work. Such list shall be formalized by Tenant and signed by both Landlord and Tenant, the date that such list is signed shall be the “Punch List Date”. The Tenant Improvements shall be deemed “substantially completed” when the Premises, as improved, can be legally occupied by Tenant without material interference with Tenant’s business, with only minor “punch list” items remaining to be completed. Landlord’s good faith and reasonable determination of substantial completion shall be conclusive. Further, at Landlord’s election, issuance of a certificate of occupancy by the appropriate governmental entity shall be deemed substantial completion.

b. Tenant shall diligently proceed to have all items noted on the list completed as soon as possible. All “punch list” items shall be completed by Tenant’s contractor within fifteen (15) days of the Punch List Date. Any work damaged during Tenant’s move in or occupancy shall be repaired or replaced at Tenant’s sole cost and expense.

11. TENANT IMPROVEMENTS AT LANDLORD’S COST AND EXPENSE.

Landlord agrees to provide Tenant an allowance of up to Thirty-Seven Thousand Eight Hundred Forty-Eight Dollars ($37,848.00) (based on $12.00 per rentable square foot) for the construction of its Tenant Improvements (“Tenant Allowance”). Such allowance may be utilized by Tenant for any and all city permits, space planning (in the amount limited by Section 3(c)), engineering, construction costs, the fee of Contractor, purchasing Building Standard materials to be installed in the Premises, and a construction management fee of eight percent (8%) of the amount of the Tenant Improvements (the “Construction Management Fee”) payable to Landlord. Tenant agrees that Landlord’s activities do not include reviewing third parties’ designs for purposes of determining the designs’ accuracy, constructability or whether such designs are sufficient for the purposes intended. Landlord shall not be liable for any damages of any nature whatsoever relating to designs prepared by third parties. Landlord shall not have control over the charge or acts or omissions of any contractors or their subcontractors, agents or employees, or any other persons (collectively “Other Contractors”) performing services for Tenant that are not directly employed or contracted by Landlord. Landlord shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work of Other Contractors performing services for Tenant, since these are solely the Other Contractors’ responsibilities and the obligation of Tenant’s construction manager. Landlord shall not be responsible for other Contractors’ failure to carry out their work in accordance with their respective contracts with Tenant nor shall Landlord be reviewing Other Contractors’ work for the Tenant Improvements to determine whether such work complies with the plans and specifications for the Tenant Improvements. The Tenant Allowance shall be used only to plan and construct Tenant Improvements which are real property fixtures that will remain with the Premises, and may not be used to purchase or construct trade fixtures, furniture, or other personal property. All costs incurred in connection with the construction of Tenant Improvements in excess of the Tenant Allowance shall be the sole responsibility of the Tenant.

No disbursement of the Tenant Allowance shall be made unless Tenant has provided Landlord with the Reimbursement Information. Upon Tenant’s full compliance with the foregoing, and if Landlord determines that there are no applicable or claimed stop notices (or any other statutory or equitable liens of anyone performing any of Tenant Improvements or providing materials for Tenant Improvements) or actions thereon, Landlord shall disburse the applicable portion of the Tenant Allowance as follows: (i) in the event of conditional releases, to the respective contractor, subcontractor, vendor, or other person who has provided labor and/or services in connection with the Tenant Improvements and (ii) in the event of unconditional releases, directly to Tenant or the Contractor upon the following terms and conditions: (i) such costs are included in the Tenant Cost Proposal, are for Tenant Improvements, are covered by the Tenant Allowance; (ii) the request for payment is accompanied by the documentation set forth in this Section; and (iii) Landlord’s Representative has inspected and approved the work for which Tenant seeks payment or reimbursement.

12. BUILDING STANDARDS.

Tenant shall utilize the Landlord’s Building Standard Tenant Improvement items as specified by Landlord (the “Building Standard”) in order to assure the consistent quality and appearance of the Building.

13. [INTENTIONALLY DELETED]

14. RESPONSIBILITY FOR DESIGN.

Tenant will be responsible for the design, function and maintenance of all Tenant Improvements. Tenant’s construction of the Tenant Improvements through Contractor as set forth in the Tenant Working Drawings and performance of Landlord’s duties hereunder do not constitute any representation or warranty as to the adequacy, efficiency, performance or desirability of the Tenant Improvements in the Premises.

15. INDEMNITY.

Except for claims arising out of or caused by Landlord’s own actions, gross negligence or willful misconduct, Tenant shall indemnify Landlord against and hold Landlord harmless from any and all costs, claims, liabilities, liens, obligations or expenses (including without limitation attorneys’ and consultant’s fees and costs) arising from: (a) any work performed on or about the Premises by or at Tenant’s request, other than through Tenant’s Contractor as part of this Work Letter; (b) any breach or default in the performance of Tenant’s obligations under this Work Letter; (c) any Tenant Delay; or (d) any other acts or omissions of Tenant. Tenant shall defend Landlord against any cost, claim, liabilities, liens or obligations alleged which raise any potential for indemnity under this section (and whether or not false, frivolous or groundless) at Tenant’s sole expense with counsel reasonably acceptable to Landlord or, at Landlord’s election, Tenant shall reimburse Landlord for any reasonable legal fees or costs incurred by Landlord in connection with any such claim. As a material part of the consideration to Landlord, Tenant assumes all risk of damage to property or injury to persons in or about the Premises arising from any cause (except when resulting from Landlord’s gross negligence, willful misconduct, or caused by Landlord’s own actions), and Tenant hereby waives all claims in respect thereof against Landlord. As used in this Section, the term “Tenant” shall include Tenant or Tenant’s employees, agents, independent contractors, permittees and invitees, if applicable.

16. LIEN PROTECTION.

Tenant shall pay when due all claims for labor or materials furnished or alleged to have been furnished to or for Tenant for use in completing any work at or upon the Premises, which claims are or may be secured by any mechanic’s liens against the Premises or any interest therein. Tenant shall give Landlord not less than ten (10) days prior written notice of any work done on or in the Premises and Landlord shall have the right to post a notice of non- responsibility in or on the Premises as may be allowed by law. If Tenant or Landlord shall contest the validity of any such lien, claim or demand, the Tenant, shall, at its sole cost and expense, defend and protect itself, the Premises and Landlord against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof against the Landlord or the Premises. If Landlord shall require, Tenant shall furnish to Landlord a surety bond satisfactory to Landlord in an amount equal to one and one half times the amount of such contested lien claim or demand, indemnifying Landlord against liability for the same, or as otherwise required by law to hold the Premises free from the effect of such lien or claim. In addition, Landlord may require Tenant to pay Landlord’s attorney fees and costs in participating in such action if Landlord shall deem it is in its best interest to do so.

17. FORCE MAJEURE.

If Landlord cannot perform any of its obligations due to events beyond Landlord’s control, the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events. Events beyond Landlord’s control include, but are not limited to, acts of God, war, acts of terrorism, civil commotion, labor disputes, strikes, fire, flood or other casualty, shortages of labor or material, government regulation or restriction and weather conditions. Acts which are not beyond Landlord’s control, include, but are not limited to lack of sufficient funds for any liabilities or obligations, failure to pay for labor or materials, or any other matter within the Landlord’s reasonable control or ability to resolve.

18. MISCELLANEOUS.

In the event of any express conflict between the terms of this Work Letter and the Amendment, the terms of this Work Letter shall control.

IN WITNESS WHEREOF, the parties have entered into this Work Letter as of the date first written above.

EXHIBIT B

Option Exercise Notice

[TO BE USED BY TENANT WHEN EXERCISING OPTION TO EXTEND LEASE]

M4 Perimeter, LLC

4450 MacArthur Blvd, 2^nd Floor Newport Beach, CA 92660

Attention: Senior Vice President – Arizona

This Option Exercise Notice is being provided pursuant to Section 8 of that certain First Amendment to Lease, dated April 1, 2023 (the “Amendment”), and entered into by and between M4 PERIMETER, LLC, an Arizona limited liability company (“Landlord”), and SIGNING DAY SPORTS, INC, a Delaware corporation (“Tenant”), concerning the Premises commonly known as Suite 100 of that certain building located at 8355 East Hartford Drive, Scottsdale, Arizona 85255. (the “Premises”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in the Amendment.

Tenant hereby irrevocably elects to exercise the Extension Option provided under said Section 8 of the Amendment, as to the entire Premises.

Each of the parties hereby acknowledges, represents, warrants, and certifies to the other party the following:

EXHIBIT C

Commencement Date Memorandum

Date: __________, 20__

Agreement

The undersigned hereby agrees as follows:

1. The Tenant Improvements (as defined in the Lease) to the Premises have been substantially completed in accordance with the terms and conditions of the Lease, subject only to “punch list” items agreed to by Landlord and Tenant pursuant to the terms of the Lease.

2. The Commencement Date, as defined in and determined in accordance with the Lease, is hereby stipulated for all purposes to be ___________________________.

3. In accordance with the Lease, Base Monthly Rent (as defined in the Lease) in the amount of $7,359.00, subject to adjustment in accordance with the terms of the Lease, commences to accrue on _________________, and is due and payable in advance on the first day of each and every month during the Term (as defined in the Lease).

THIS COMMENCEMENT DATE MEMORANDUM is entered into as of the date first set forth above.

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