Common use of Right of First Offer to Lease Clause in Contracts

Right of First Offer to Lease. Subject to the terms and conditions of the Lease, Tenant shall have a one-time right to lease certain space on the third (3rd) floor and the first (1st) floor of the Building if it becomes available for lease. This Notice of Lease has been executed to give notice of the Lease. This Notice of Lease is not intended to, and shall not, modify or vary any of the provisions of the Lease, and in the event of any inconsistency the terms of the Lease shall govern. Capitalized terms used but not defined herein are used with their meanings set forth in the Lease. This Notice of Lease may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument. WITNESS the execution hereof under seal by said parties to said Lease. LANDLORD: DIV 35 CPD, LLC, a Delaware limited liability company By: Name: Title: TENANT: CODIAK BIOSCIENCES, INC., a Delaware corporation By: Name: Title: [Signature page to Notice of Lease] (Acknowledgement of Landlord) COMMONWEALTH OF MASSACHUSETTS ) ) COUNTY OF ) On this day of , 2019, before me, the undersigned notary public, personally appeared , as of DIV 35 CPD, LLC, a Delaware limited liability company, proved to me through satisfactory evidence of identification, which was a Massachusetts Driver’s License or personal knowledge, to be the person whose name is signed on the preceding or attached document and acknowledged to me that s/he signed it voluntarily on behalf of the DIV 35 CPD, LLC for its stated purpose. Notary Public My Commission Expires: Printed Name of Notary: [SEAL] (Acknowledgement of Tenant) COMMONWEALTH OF MASSACHUSETTS ) ) COUNTY OF ) On this day of , 2019, before me, the undersigned notary public, personally appeared , as of CODIAK BIOSCIENCES, INC., a Delaware corporation, proved to me through satisfactory evidence of identification, which was a Massachusetts Driver’s License or personal knowledge, to be the person whose name is signed on the preceding or attached document and acknowledged to me that s/he signed it voluntarily on behalf of CODIAK BIOSCIENCES, INC. for its stated purpose. Notary Public My Commission Expires: Printed Name of Notary: [SEAL] EXHIBIT “A” LEGAL DESCRIPTION A certain tract of land in Cambridge, Massachusetts, with all the improvements thereon, which is shown on the plan entitled “Plan of Property of Bethlehem Steel Corp.,” dated September 26, 1979, and recorded in the Middlesex South District Registry of Deeds as Plan No. 1380 of 1979 in Book 13841, Page End, and described as follows (all compass bearings are based on the Massachusetts Grid System): Beginning at the intersection of the northerly street line of Rindge Avenue Extension, a public street forty (40) feet in width, with the easterly line of a twenty (20) foot strip of land acquired by the Commonwealth of Massachusetts, acting through its Metropolitan Sewerage Commissions, by Taking of Estate dated January 7, 1893, and recorded in said Registry of Deeds in Book 2169, folio 457; thence, along the easterly line of the last mentioned twenty (20) foot strip of land, the following three (3) courses and distances: (1) North zero degrees thirty-seven minutes nine seconds West (N 0° 37’ 09” W) seventy-seven and eighty-four one-hundredths (77.84) feet, (2) North eleven degrees thirty-three minutes fifty seconds East (N 11° 33’ 50” E) one-hundred twenty-three and seventy-eight one-hundredths (123.78) feet, and (3) North twenty-three degrees thirty-three minutes fifty-one seconds East (N 23° 33’ 51” E) one hundred twenty-seven and eighty-three one-hundredths (127.83) feet to the southwesterly corner of the tract of land which was taken by Massachusetts Bay Transportation Authority pursuant to the Order of Taking dated September 24, 1979, and recorded in said Registry of Deeds in Book 13803, Page 262; thence, along the southerly line of said last-mentioned tract of land the following three (3) courses and distances: (1) South sixty-seven degrees twenty-two minutes forty-eight seconds East (S 67° 22’ 48” E) thirty-six and seventy-two one-hundredths (36.72) feet, (2) eastwardly, by a curve to the left the radius of which is two hundred forty and no one-hundredths (240.00) feet and the chord of which bears South eighty-three degrees thirty-four minutes fifty-three seconds East (S 83° 34’ 53” E) one hundred thirty-three and ninety-three one-hundredths (133.93) feet, an arc distance of one hundred thirty-five and seventy-three one-hundredths (135.73) feet, and (3) North eighty degrees thirteen minutes three seconds East (N 80° 13’ 03” E) eighty-eight and ten one- hundredths (88.10) feet to the westerly line of a tract of land now or formerly of Massachusetts Bay Transportation Authority (Lexington Branch railroad); thence, along said westerly right-of- way line, the following two (2) courses arid distances: (1) southwardly, by a, curve to the left the radius of which is one thousand six hundred eighty-two and no one hundredths (1,682.00) feet and the chord of which bears South twenty degrees twenty-four minutes fifty-nine seconds East (S 20° 24’ 59” E) one hundred one and forty-three one hundredths (101.43) feet, an arc distance of one hundred one and forty-four one-hundredths (101.44) feet, and (2) South twenty-two degrees eight minutes thirty-nine seconds East (S 22° 08 39” E) two hundred thirty-seven and ninety-eight one-hundredths (237.98) feet to said northerly street line of Rindge Avenue Extension, thence along said northerly street line of Rindge Avenue Extension, North eighty- eight degrees nineteen minutes nine seconds West (N 88° 19’ 09” W) four hundred fifty-four and fifteen one-hundredths (454.15) feet to the place of beginning; containing two and five hundred sixty-four one-thousandths (2.654) acres, more or less. EXCEPTING AND EXCLUDING THEREFROM the following:

Right of First Offer to Lease. Subject to the terms and conditions of the Lease, Tenant shall have a one-time right to lease certain space on the third fifth (3rd5th) floor and the first (1st) floor of the Building if it becomes available for lease. This Notice of Lease has been executed to give notice of the Lease. This Notice of Lease is not intended to, and shall not, modify or vary any of the provisions of the Lease, and in the event of any inconsistency the terms of the Lease shall govern. Capitalized terms used but not defined herein are used with their meanings set forth in the Lease. This Notice of Lease may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument. WITNESS the execution hereof under seal by said parties to said Lease. LANDLORD: DIV 35 CPD, LLC, a Delaware limited liability company By: Name: Title: TENANT: CODIAK BIOSCIENCESSYROS PHARMACEUTICALS, INC., a Delaware corporation By: Name: Title: [Signature page to Notice of Lease] (Acknowledgement of Landlord) COMMONWEALTH OF MASSACHUSETTS ) ) COUNTY OF ) On this day of , 2019, before me, the undersigned notary public, personally appeared , as of DIV 35 CPD, LLC, a Delaware limited liability company, proved to me through satisfactory evidence of identification, which was a Massachusetts Driver’s License or personal knowledge, to be the person whose name is signed on the preceding or attached document and acknowledged to me that s/he signed it voluntarily on behalf of the DIV 35 CPD, LLC for its stated purpose. Notary Public My Commission Expires: Printed Name of Notary: [SEAL] (Acknowledgement of Tenant) COMMONWEALTH OF MASSACHUSETTS ) ) COUNTY OF ) On this day of , 2019, before me, the undersigned notary public, personally appeared , as of CODIAK BIOSCIENCESSYROS PHARMACEUTICALS, INC., a Delaware corporation, proved to me through satisfactory evidence of identification, which was a Massachusetts Driver’s License or personal knowledge, to be the person whose name is signed on the preceding or attached document and acknowledged to me that s/he signed it voluntarily on behalf of CODIAK BIOSCIENCESSYROS PHARMACEUTICALS, INC. for its stated purpose. Notary Public My Commission Expires: Printed Name of Notary: [SEAL] EXHIBIT “A” LEGAL DESCRIPTION A certain tract of land in Cambridge, Massachusetts, with all the improvements thereon, which is shown on the plan entitled “Plan of Property of Bethlehem Steel Corp.,” dated September 26, 1979, and recorded in the Middlesex South District Registry of Deeds as Plan No. 1380 of 1979 in Book 13841, Page End, and described as follows (all compass bearings are based on the Massachusetts Grid System): Beginning at the intersection of the northerly street line of Rindge Avenue Extension, a public street forty (40) feet in width, with the easterly line of a twenty (20) foot strip of land acquired by the Commonwealth of Massachusetts, acting through its Metropolitan Sewerage Commissions, by Taking of Estate dated January 7, 1893, and recorded in said Registry of Deeds in Book 2169, folio 457; thence, along the easterly line of the last mentioned twenty (20) foot strip of land, the following three (3) courses and distances: (1) North zero degrees thirty-seven minutes nine seconds West (N 0° 37’ 09” W) seventy-seven and eighty-four one-hundredths (77.84) feet, (2) North eleven degrees thirty-three minutes fifty seconds East (N 11° 33’ 50” E) one-hundred twenty-three and seventy-eight one-hundredths (123.78) feet, and (3) North twenty-three degrees thirty-three minutes fifty-one seconds East (N 23° 33’ 51” E) one hundred twenty-seven and eighty-three one-hundredths (127.83) feet to the southwesterly corner of the tract of land which was taken by Massachusetts Bay Transportation Authority pursuant to the Order of Taking dated September 24, 1979, and recorded in said Registry of Deeds in Book 13803, Page 262; thence, along the southerly line of said last-mentioned tract of land the following three (3) courses and distances: (1) South sixty-seven degrees twenty-two minutes forty-eight seconds East (S 67° 22’ 48” E) thirty-six and seventy-two one-hundredths (36.72) feet, (2) eastwardly, by a curve to the left the radius of which is two hundred forty and no one-hundredths (240.00) feet and the chord of which bears South eighty-three degrees thirty-four minutes fifty-three seconds East (S 83° 34’ 53” E) one hundred thirty-three and ninety-three one-hundredths (133.93) feet, an arc distance of one hundred thirty-five and seventy-three one-hundredths (135.73) feet, and (3) North eighty degrees thirteen minutes three seconds East (N 80° 13’ 03” E) eighty-eight and ten one- hundredths (88.10) feet to the westerly line of a tract of land now or formerly of Massachusetts Bay Transportation Authority (Lexington Branch railroad); thence, along said westerly right-of- way line, the following two (2) courses arid distances: (1) southwardly, by a, curve to the left the radius of which is one thousand six hundred eighty-two and no one hundredths (1,682.00) feet and the chord of which bears South twenty degrees twenty-four minutes fifty-nine seconds East (S 20° 24’ 59” E) one hundred one and forty-three one hundredths (101.43) feet, an arc distance of one hundred one and forty-four one-hundredths (101.44) feet, and (2) South twenty-two degrees eight minutes thirty-nine seconds East (S 22° 08 39” E) two hundred thirty-seven and ninety-eight one-hundredths (237.98) feet to said northerly street line of Rindge Avenue Extension, thence along said northerly street line of Rindge Avenue Extension, North eighty- eight degrees nineteen minutes nine seconds West (N 88° 19’ 09” W) four hundred fifty-four and fifteen one-hundredths (454.15) feet to the place of beginning; containing two and five hundred sixty-four one-thousandths (2.654) acres, more or less. EXCEPTING AND EXCLUDING THEREFROM the following:]