CONSENT TO SUBLEASE AGREEMENT

Exhibit 10.18

THIS CONSENT TO SUBLEASE AGREEMENT (this “Agreement”) is made as of June 14, 2019, by and among HCP LS REDWOOD CITY, LLC, a Delaware limited liability company (“Landlord”), ARMO BIOSCIENCES, INC., a Delaware corporation (“Tenant”), and BOLT BIOTHERAPEUTICS, INC., a Delaware corporation (“Subtenant”).

R E C I T A L S

A. Reference is hereby made to that certain Lease dated March 16, 2018, between Landlord and Tenant (the “Lease”), for certain premises consisting of approximately 25,956 rentable square feet located on the second (2^nd) floor of 000 Xxxxxxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx 00000 (the “Premises”).

B. Pursuant to the terms of Article 14 of the Lease, Tenant has requested Landlord’s consent to that certain Sublease dated April 18, 2019, between Tenant and Subtenant (the “Sublease”), with respect to a subletting by Subtenant of the entirety of the Premises (the “Sublet Premises”). A copy of the Sublease is attached hereto as Exhibit A. Landlord is willing to consent to the Sublease on the terms and conditions contained herein.

C. All defined terms not otherwise expressly defined herein shall have the respective meanings given in the Lease.

A G R E E M E N T

1. Landlord’s Consent. Landlord hereby consents to the Sublease; provided, however, notwithstanding anything contained in the Sublease to the contrary, such consent is granted by Landlord only upon the terms and conditions set forth in this Agreement. The Sublease is subject and subordinate to the Lease. Landlord shall not be bound by any of the terms, covenant, conditions, provisions or agreements of the Sublease. Subtenant acknowledges for the benefit of Landlord that, subject to Section 4.9 below, Subtenant accepts the Sublet Premises in their presently existing, “as-is” condition vis-à-vis Landlord (i.e., Tenant may be subject to delivery conditions under the terms of the Sublease) and that Landlord has made no representation or warranty to Subtenant as to the compliance of the Sublet Premises with any law, statute, ordinance, rule or regulation. Tenant and Subtenant hereby represent and warrant to Landlord that the copy of the Sublease attached hereto is a full, complete and accurate copy of the Sublease, and that there are no other documents or instruments relating to the use of the Sublet Premises by Subtenant other than the Sublease.

2. Reimbursement of Landlord. Within thirty (30) days after invoice, Tenant shall reimburse Landlord all of Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord in connection with its review and consent of the Sublease and preparation and negotiation of this Agreement, not to exceed Three Thousand Five Hundred and 00/100 Dollars ($3,500.00).

3. Non-Release of Tenant; Further Transfers. Neither the Sublease nor this consent thereto shall release or discharge Tenant from any liability, whether past, present or future, under the Lease or alter the primary liability of the Tenant to pay the rent and perform and comply with all of the obligations of Tenant to be performed under the Lease (including the payment of all bills rendered by Landlord for charges incurred by the Subtenant for services and materials supplied to the Sublet Premises). Neither the Sublease nor this consent thereto shall be construed as a waiver of Landlord’s right to consent to any further subletting either by Tenant or by the Subtenant, or to any assignment by Tenant of the Lease or assignment by the Subtenant of the Sublease, or as a consent to any portion of the Sublet Premises being used or occupied by any other party. Landlord may consent to subsequent sublettings and assignments of

the Lease or the Sublease or any amendments or modifications thereto without notifying Tenant nor anyone else liable under the Lease and without obtaining their consent. No such action by Landlord shall relieve such persons from any liability to Landlord or otherwise with regard to the Sublet Premises. Notwithstanding the foregoing, Landlord hereby agrees that its prior consent shall not be required for permitted assignments and subleases made by Subtenant to an affiliate in accordance with and on the terms contained in Section 14.8 of the Lease.

4. Relationship With Landlord. Tenant hereby assigns and transfers to Landlord the Tenant’s interest in the Sublease and all rentals and income arising therefrom, subject to the terms of this Section 4. Landlord, by consenting to the Sublease agrees that until a default shall occur in the performance of Tenant’s obligations under the Lease, Tenant may receive, collect and enjoy the rents accruing under the Sublease. In the event Tenant shall default in the performance of its obligations to Landlord under the Lease (whether or not Landlord terminates the Lease), Landlord may at its option by notice to Tenant, either (i) terminate the Sublease (only if Landlord terminates the Lease), (ii) elect to receive and collect, directly from Subtenant, all rent and any other sums owing and to be owed under the Sublease, as further set forth in Section 4.1 below, or (iii) elect to succeed to Tenant’s interest in the Sublease and cause Subtenant to attorn to Landlord, as further set forth in Section 4.2 below (only if Landlord terminates the Lease).

4.1 Landlord’s Election to Receive Rents. Landlord shall not, by reason of the Sublease, nor by reason of the collection of rents or any other sums from the Subtenant pursuant to Section 4, item (ii) above, be deemed liable to Subtenant for any failure of Tenant to perform and comply with any obligation of Tenant, and Tenant hereby irrevocably authorizes and directs Subtenant, upon receipt of any written notice from Landlord stating that a default exists in the performance of Tenant’s obligations under the Lease, to pay to Landlord the rents and any other sums due and to become due under the Sublease. Tenant agrees that Subtenant shall have the right to rely upon any such statement and request from Landlord, and that Subtenant shall pay any such rents and any other sums to Landlord without any obligation or right to inquire as to whether such default exists and notwithstanding any notice from or claim from Tenant to the contrary. Tenant shall not have any right or claim against Subtenant for any such rents or any other sums so paid by Subtenant to Landlord. Landlord shall credit Tenant with any rent received by Landlord under such assignment but the acceptance of any payment on account of rent from the Subtenant as the result of any such default shall in no manner whatsoever be deemed an attornment by the Landlord to Subtenant or by Subtenant to Landlord, be deemed a waiver by Landlord of any provision of the Lease, or serve to release Tenant from any liability under the terms, covenants, conditions, provisions or agreements under the Lease. Notwithstanding the foregoing, any other payment of rent from the Subtenant directly to Landlord, regardless of the circumstances or reasons therefor, shall in no manner whatsoever be deemed an attornment by the Subtenant to Landlord in the absence of a specific written agreement signed by Landlord to such an effect.

4.2 Landlord’s Election of Tenant’s Attornment. In the event Landlord elects, at its option, to cause Subtenant to attorn to Landlord pursuant to Section 4, item (iii) above, Landlord shall undertake the obligations of Tenant under the Sublease from the time of the exercise of the option, but Landlord shall not (i) be liable for any prepayment of more than one month’s rent or any security deposit paid by Subtenant (unless actually received by Landlord), (ii) be liable for any previous act or omission of Tenant under the Lease or for any other defaults of Tenant under the Sublease other than defaults that continue after the attornment (provided that Landlord shall be responsible only for the portion of the default continuing after the attornment), (iii) be subject to any defenses or offsets previously accrued which Subtenant may have against Tenant, or (iv) be bound by any changes or modifications made to the Sublease without the written consent of Landlord.

4.3 Operational Matters. Notwithstanding Landlord’s consent to the Sublease as set forth herein, Landlord shall not be obligated to accept from Subtenant any payments of Base Rent or Additional Rent due under the Lease, all of which shall be paid by Tenant as set forth in the Lease. Requests for Building services as provided under the Lease, including without limitation, parking privileges, repair and maintenance services, or any other services or obligations to be performed by Landlord under the terms of the Lease, shall be made by Tenant, and Landlord shall have no obligation to respond to any direct request of Subtenant regarding the same.

4.4 Parking. Notwithstanding any provisions to the contrary contained in the Sublease, or any other sublease, assignment, amendment or other agreement between Tenant and Subtenant, any and all unreserved parking spaces allocated to Subtenant for the Sublet Premises are limited to such unreserved parking spaces that make up a portion of Tenant’s allotment of unreserved parking spaces provided under the Lease. The total number of unreserved parking spaces provided under the Lease will not increase or decrease irrespective of how Tenant allocates such parking spaces under the Sublease or otherwise.

4.5 No Waiver. The acceptance of any amounts by Landlord from Subtenant or any other party shall not be deemed a waiver by Landlord of the obligation of Tenant to pay any or all amounts due and owing under the Lease. The performance of any obligation required by Tenant under the Lease by Subtenant or any other party shall not be deemed a waiver by Landlord of the duty of Tenant to perform such obligation or any other obligation as to which performance is or becomes due under the Lease.

4.6 Acts of Subtenant. Any act or omission by Subtenant, or by any other person or entity for whose acts or omissions Tenant is liable or responsible under the terms of the Lease, that violates any of the provisions of the Lease, shall be deemed a violation of the Lease by Tenant, subject to any applicable notice and cure provisions contained in the Lease.

4.7 Indemnification. Except as provided in Section 10.5 of the Lease or to the extent due to the negligence, willful misconduct or violation of the Lease by Landlord or the Landlord Parties, Subtenant hereby assumes all risk of damage to property or injury to persons in, upon or about the Sublet Premises from any cause whatsoever (including, but not limited to, any personal injuries resulting from a slip and fall in, upon or about the Sublet Premises) and agrees that Landlord, its partners, subpartners and their respective officers, agents, servants, employees, and independent contractors shall not be liable for, and are hereby released from any responsibility for, any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by Subtenant or by other persons claiming through Subtenant. Tenant shall indemnify, defend, protect, and hold Landlord harmless from any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys’ fees) incurred in connection with or arising from any cause in, on or about the Premises (including, but not limited to, a slip and fall), any acts, omissions or negligence of Subtenant or of any person claiming by, through or under Subtenant, or of the contractors, agents, servants, employees, invitees, guests or licensees of Subtenant or any such person, in, on or about the Building, provided that the terms of the foregoing indemnity shall not apply to the negligence or willful misconduct of Landlord or Landlord Parties, or Landlord’s violation of its obligations under the Lease. The provisions of this Section 4.7 shall survive the expiration or sooner termination of the Sublease with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination.

4.8 Insurance. Prior to Subtenant’s occupancy of the Sublet Premises, Subtenant shall provide Landlord with certificates of all of the insurance required to be carried by Subtenant by the terms of the Sublease. The liability insurance certificates shall show Landlord as being an additional insured thereunder. The waiver of subrogation contained in Section 10.5 of the Lease shall apply as between Landlord and Subtenant.

4.9 No Consent to Alterations or Particular Use. Notwithstanding anything contained in the Sublease or this Agreement to the contrary, Landlord’s consent to the Sublease as contained in this Agreement shall not be deemed to be a consent to (i) any alteration or work of improvement that Tenant or Subtenant may desire or intend in the Sublet Premises, provided that (a) the parties hereby acknowledge and agree that the “Tenant Improvement Allowance,” as that term is defined in Section 4 of the Tenant Work Letter attached as Exhibit B to the Lease, currently has a remaining balance of $587,517.00, which balance shall be made available to Subtenant by Landlord for the construction of the Tenant Improvements in the Sublet Premises in accordance with and subject to the terms and conditions contained in Section 4 of the Tenant Work Letter, provided, however, that any portion of such remaining balance of the Tenant Improvement Allowance which has not been claimed or drawn by Subtenant prior to the date that is ten (10) months after the date of this Agreement shall expire and shall no longer be available to Subtenant thereafter, (b) Landlord’s Project Manager, Project Management Advisors, Inc. (“PMA”), shall

oversee the design and construction of the interior/exterior Tenant Improvements on behalf of Landlord in accordance with Section 4.9.1, below, (c) Landlord conceptually approves of the Tenant Improvements shown on the construction drawings delivered to Landlord on June 10, but shall approve or disapprove the Final TI Working Drawings in accordance with Section 2(a) of the Tenant Work Letter attached as Exhibit B to the Lease, and (d) the Tenant Improvements constructed by Subtenant in the Sublet Premises shall be insured by Landlord during the term of the Sublease against loss or damage under an “all risk” property insurance policy, in accordance with Section 10.2 of the Lease rather than by Tenant or Subtenant as “Alterations”, (ii) any use of hazardous, radioactive or toxic materials in or about the Sublet Premises, except as expressly provided in Section 4.9.2 below, or (iii) any signage proposed to be installed for the benefit of Subtenant, except that, subject to and in accordance with Article 23 of the Lease, Subtenant may, at its sole cost and expense, install the “Tenant Signage,” as that term is defined in Section 23.1 of the Lease. Notwithstanding anything set forth in the Lease or this Agreement to the contrary, (1) Landlord shall not elect (pursuant to Section 8.5 of the Lease) to require Subtenant to remove any Tenant Improvements in the Sublet Premises at the expiration or sooner termination of the Lease, and (2) Tenant agrees to remove the Tenant Signage upon the expiration or earlier termination of the Lease in accordance with the terms of the Lease.

4.9.1 Construction Oversight. PMA’s oversight of the design and construction of the interior/exterior improvements will include, on behalf of Landlord, facilitating and assisting in the coordination between the team retained by the Landlord to deliver the Premises consistent with the terms of the Lease and the construction team retained by Tenant, monitoring the Tenant and Landlord obligations under the Tenant Work Letter, and reviewing and processing Tenant requests for disbursement of the Tenant Improvement Allowance. Notwithstanding anything to the contrary contained in the Lease, including the Tenant Work Letter attached as Exhibit B thereto, PMA’s fee for such oversight may be charged against the Tenant Improvement Allowance and shall be One and 63/100 Dollars ($1.63) per rentable square foot. By retaining PMA for this oversight role, Landlord shall not incur any additional obligations or responsibilities for delivery of the Tenant Improvements other than documented in the Lease and/or the Tenant Work Letter. In the event that a specialist, such as a structural engineer, is needed to review and approve drawings, Tenant will be responsible for reimbursing such costs incurred by Landlord.

4.9.2 Hazardous Materials. Landlord hereby approves of Subtenant’s use and/or storage in the Sublet Premises of the chemicals or materials, in the referenced quantities, set forth in that certain Environmental Questionnaire for Commercial and Industrial Properties dated as of February 15, 2019, executed by Subtenant and delivered to Landlord (the “Approved Environmental Questionnaire”). The terms regarding updating the Approved Environmental Questionnaire shall be as set forth in Section 5.3 of the Lease. Landlord will approve changes to such use and/or storage, and to the Approved Environmental Questionnaire in accordance with the procedures set forth in Section 5.3 of the Lease, and, vis-à-vis Landlord, Subtenant shall comply with the terms of the Lease in connection therewith.

4.9.3 Generator. Commencing on the “Sublease Commencement Date,” as that term is defined in Section 2 of the Sublease, subject to the terms of this Section 4.9.3 and applicable laws, Subtenant shall have the right, at Subtenant’s sole cost and expense, to connect to the existing Building back-up generator (the “Generator”) to provide non-exclusive emergency electricity service to the Sublet Premises. The Generator shall be used by Subtenant only during the period of any electrical power outage in the Building. Subtenant shall comply with all reasonable requirements imposed by Landlord so that the Building systems, other tenant spaces and/or other components of the Building are not adversely affected by the operation of the Generator and/or based upon other reasonable factors as determined by Landlord. During the term of the Sublease, Landlord shall maintain the Generator in good condition and repair, and Subtenant shall be responsible for Tenant’s Share of the costs of such maintenance and repair. Notwithstanding the foregoing, Landlord shall not be liable for any damages whatsoever resulting from any failure in operation of the Generator, or the failure of the Generator to provide suitable or adequate back-up power to the Sublet Premises, including but not limited to, loss of profits or other revenues, loss of business opportunity, loss of goodwill or loss of use, in each case, however occurring, or loss to inventory, scientific research, scientific experiments, laboratory animals, products, specimens, samples, and/or scientific, business, accounting and other records of every kind and description kept at the Sublet Premises and any and all income derived or derivable therefrom. Subtenant shall indemnify, defend, protect, and hold

harmless Landlord, its partners, subpartners and their respective officers, agents, servants, employees, and independent contractors from any and all loss, cost, damage, expense and liability (including, without limitation, court costs and reasonable attorneys’ fees) incurred in connection with or arising from any cause related to or connected with the use, operation or repair of the Generator by Subtenant, and/or any willful misconduct or negligence of Subtenant or of any person claiming by, through or under Subtenant, or of the contractors, agents, servants, employees, invitees, guests or licensees of Subtenant or any such person, in connection with the Generator or any breach of the terms of this Section 4.9.3, provided that the terms of the foregoing indemnity shall not apply to the negligence or willful misconduct or violation of the Lease or this Agreement by Landlord. In the event that Subtenant shall fail to comply with the requirements set forth herein within applicable notice and cure periods, without limitation of Landlord’s other remedies, (i) Landlord shall have the right to terminate Subtenant’s rights with respect to the Generator, and/or (ii) Landlord shall have the right, at Subtenant’s sole cost and expense, to cure such breach, in which event Subtenant shall be obligated to pay to Landlord, within ten (10) days following demand by Landlord, the amount expended by Landlord.

4.9.4 Rooftop Equipment.

(a) In General. Within eight (8) months following the Sublease Commencement Date, subject to the terms of this Section 4.9.4, applicable laws and Landlord’s reasonable rules, regulations and requirements, Subtenant shall have the right, at Subtenant’s sole cost and expense, to install telecommunications, mechanical, exhaust and air handling equipment (“Air Handling Equipment”) approved by Landlord (collectively, the “Rooftop Equipment”) upon the roof of the Building. The use of the Rooftop Equipment shall be for Subtenant’s sole purpose and may not be assigned, subleased, transferred or otherwise used by any other person or entity. Notwithstanding the foregoing, Landlord has requested to increase the capacity (“Increased Capacity”) of the Air Handling Equipment to serve both the first (1st) and second (2nd) floors of the Building (as opposed to solely the Premises). Subtenant shall be responsible to install the Air Handling Equipment and for the costs associated with the installation of the Air Handling Equipment, provided that Landlord shall be responsible for the portion of the cost of installation of the Air Handling Equipment attributable to the cost upcharge for such Increased Capacity in an amount not to exceed One Hundred Seventy-Five Thousand and 00/100 Dollars ($175,000.00). Subtenant shall be entitled to use up to “Tenant’s Share,” as that term is defined in Section 6 of the Summary, of the total capacity of the Air Handling Equipment. Once installed, Landlord shall be responsible for the operation, maintenance, repair, compliance with laws and removal of the Air Handling Equipment, and such costs shall be “Operating Expenses” to the extent permitted pursuant to Section 4.2.4 of the Lease.

(b) Plans and Specifications. The physical appearance and all plans and specifications of the Rooftop Equipment (including, without limitation, the manner in which the Rooftop Equipment is affixed to the roof and the means by which the same is connected to the Sublet Premises) shall be subject to Landlord’s reasonable approval. In no event shall Subtenant create any roof penetrations in order to connect the Rooftop Equipment to the Sublet Premises (provided that in the event that Landlord shall not make available commercially reasonable access to existing rooftop penetrations for Subtenant’s use in connecting its Rooftop Equipment to the Sublet Premises, Landlord shall otherwise permit Subtenant’s installation of a rooftop penetration, subject to Landlord’s reasonable approval). The Rooftop Equipment shall be located in a location on the roof reasonably designated by Landlord. Notwithstanding anything contained herein to the contrary, Subtenant’s installation of the Rooftop Equipment shall be performed in such a manner that any rooftop warranties shall be unaffected thereby. Subtenant shall only use plenum rated cable in connection with the Rooftop Equipment and shall xxxx and tag such cable in accordance with Landlord’s reasonable requirements. Landlord may require Subtenant to install screening around the Rooftop Equipment, at Subtenant’s sole cost and expense, as reasonably designated by Landlord. Subtenant shall give Landlord reasonable prior notice of Subtenant’s installation of the Rooftop Equipment and shall use only contractors approved by Landlord, which approval shall not be unreasonably withheld. Subtenant’s (and its contractor’s) rooftop access shall at all times be made in accordance with Landlord’s reasonable rules, regulations and requirements.

(c) Other Terms. Subtenant shall be responsible, at Subtenant’s sole cost and expense, for (i) obtaining all permits or other governmental approvals required in connection with the Rooftop Equipment, (ii) repairing and maintaining and causing the Rooftop Equipment to comply with all applicable laws, (iii) any repairs to the roof of the Building resulting from Subtenant’s use of or access to the Rooftop Equipment, and (iv) prior to the expiration or earlier termination of this Lease, at Landlord’s election, removal of the Rooftop Equipment (other than the Air Handling Equipment) and all associated wiring/cabling (and the restoration of all affected areas to the condition existing prior to the installation thereof). Subtenant hereby acknowledges and agrees that Landlord reserves the right to separately meter the electrical consumption of Subtenant’s Rooftop Equipment (in a manner compatible with Landlord’s existing metering systems) and that the cost for such metering, and the cost of electricity utilized by Subtenant’s Rooftop Equipment (other than the Air Handling Equipment), shall be paid for by Subtenant. Except as otherwise specifically set forth herein, the terms of Article 8 of the Lease shall be applicable in connection with Subtenant’s installation of the Rooftop Equipment (notwithstanding that the same is not located in the Sublet Premises) except Subtenant shall not be required to obtain a lien and completion bond or pay any of Landlord’s fees in connection with the Air Handling Equipment. In no event shall Subtenant permit the Rooftop Equipment to interfere with the Building structure or systems or any other communications or other equipment now or hereafter existing at the Building. Subtenant shall indemnify, defend, protect, and hold harmless the Landlord Parties from any and all loss, cost, damage, expense and liability (including, without limitation, court costs and reasonable attorneys’ fees) incurred in connection with or arising from any cause related to Subtenant’s installation, use, repair, maintenance or removal of the Rooftop Equipment, and Tenant’s insurance obligations under the Lease as well as Subtenant’s insurance obligations under the Sublease shall be applicable in connection with the installation, operation, use and removal of the Rooftop Equipment.

4.10 Surrender. Notwithstanding anything contained in the Sublease to the contrary, all Alterations made by Subtenant to the Sublet Premises, subject to Landlord’s right to require removal or to elect ownership, shall become the property of Landlord at the end of the term of the Sublease in accordance with Section 8.5 of the Lease.

5. General Provisions.

5.1 Consideration for Sublease. Tenant and Subtenant represent and warrant that there are no additional payments of rent or any other consideration of any type payable by Subtenant to Tenant with regard to the Sublet Premises other than as disclosed in the Sublease.

5.2 Brokerage Commission. Tenant and Subtenant covenant and agree that under no circumstances shall Landlord be liable for any brokerage commission or other charge or expense in connection with the Sublease and Tenant and Subtenant agree to protect, defend indemnify and hold Landlord harmless from and against the same and from any cost or expense (including, but not limited to, attorneys’ fees) incurred by Landlord in resisting any claim for any such brokerage commission.

5.3 Recapture. This consent shall in no manner be construed as limiting Landlord’s ability to exercise any rights to recapture any portion of the Premises, as set forth in the Lease, in the event of a proposed future sublease or assignment of such portion of the Premises.

5.4 Controlling Law. The terms and provisions of this Agreement shall be construed in accordance with and governed by the laws of the State of California.

5.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, successors and permitted assigns. As used herein, the singular number includes the plural and the masculine gender includes the feminine and neuter.

5.6 Captions. The paragraph captions utilized herein are in no way intended to interpret or limit the terms and conditions hereof; rather, they are intended for purposes of convenience only.

5.7 Partial Invalidity. If any term, provision or condition contained in this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those with respect to which it is invalid or unenforceable, shall not be affected thereby, and each and every other term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

5.8 Attorneys’ Fees. If any party hereto commences litigation against another party hereto for the specific performance of this Agreement, for damages for the breach hereof or otherwise for enforcement of any remedy hereunder, the parties hereto agree to and hereby do waive any right to a trial by jury and, in the event of any such commencement of litigation, the prevailing party shall be entitled to recover from the other non-prevailing party such costs and reasonable attorneys’ fees as may have been incurred.

IN WITNESS WHEREOF, the parties have executed this Consent to Sublease Agreement as of the day and year first above written.


“*Landlord*”

HCP LS REDWOOD CITY, LLC
a Delaware limited liability



By:		/s/ Xxxxx Xxxx
Its:		VP


“*Tenant*”

ARMO BIOSCIENCES, INC.
a Delaware limited liability



By:		/s/ Xxxxxxx X. Van Sueles
Its:


“*Subtenant*”

BOLT BIOTHERAPEUTICS, INC.
a Delaware limited liability



By:		/s/ Xxxxx Xxxxxxxx
Its:		Chief Business Officer

SUBLEASE AGREEMENT

THIS SUBLEASE AGREEMENT (the “Sublease”) is made and entered into as of the 18th day of April, 2019 by and between ARMO BIOSCIENCES, INC., a Delaware corporation (“Sublandlord”) and BOLT BIOTHERAPEUTICS, INC., a Delaware corporation (“Subtenant”), all with respect to the following:

RECITALS

WHEREAS, HCP LS REDWOOD CITY, LLC, a Delaware limited partnership (“Master Landlord”) entered into that certain “LEASE (SEAPORT CENTRE)” with Sublandlord (the “Master Lease”) dated as of March 16, 2018 and pursuant to which Master Landlord leased to Sublandlord certain space comprising 25,956 rentable square feet situated on the second (2^nd) floor of the building located at 000 Xxxxxxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx 00000 (the “Sublease Premises”), and pursuant to which Master Landlord granted Sublandlord certain rights to the Common Areas as more particularly described in the Master Lease, all upon the terms and conditions contained therein. (All capitalized terms used herein shall have the same meaning ascribed to them in the Master Lease unless otherwise defined herein. A redacted copy of the Master Lease is attached hereto as Exhibit A and made a part hereof); and

WHEREAS, (i) Sublandlord now wishes to sublease all of the Sublease Premises to Subtenant, and Subtenant wishes to sublease all of the Sublease Premises from Sublandlord, all on the terms and conditions hereafter set forth, and (ii) Sublandlord and Subtenant are now entering into this Sublease in furtherance thereof.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto mutually covenant and agree as follows:

1. Demise and Condition of Space; Accessibility; Personal Property. Sublandlord hereby subleases to Subtenant, and Subtenant hereby subleases from Sublandlord, the Sublease Premises upon the terms and conditions set forth herein and in the Master Lease, as incorporated herein. Subtenant understands, acknowledges and agrees that: (i) the rentable square footage of the Sublease Premises shall not be subject to re-measurement or adjustment during the Term, (ii) Subtenant has had the opportunity to inspect the Sublease Premises, and Subtenant is subleasing the Sublease Premises from Sublandlord in its “AS IS, WHERE IS, WITH ALL FAULTS” condition, (iii) Sublandlord has not made and is not making any representations or warranties whatsoever concerning the condition of the Building or the Sublease Premises, and (iv) Sublandlord is not obligated to perform any work to prepare the Sublease Premises for Subtenant’s occupancy, in each case except as otherwise expressly set forth in this Sublease. Sublandlord shall further not be responsible for the cost, nor the installation, of any phone systems, data cabling or security systems. Sublandlord shall deliver possession of the Sublease Premises to Subtenant on receipt of Master Landlord’s written consent hereto in good, vacant, broom clean condition, and otherwise in the condition as of the date hereof.

Pursuant to Section 1938 of the California Civil Code, Sublandlord hereby advises Subtenant that the Sublease Premises has not undergone inspection by a Certified Access Specialist (a “CASp”) during the Sublandlord’s tenure as Tenant under the Master Lease, nor, to Sublandlord’s actual knowledge (without any duty of inquiry, as of the Sublease Effective Date), prior to Sublandlord’s tenure as Tenant under the Master Lease. Further, pursuant to Section 1938 of the California Civil Code, Sublandlord notifies Subtenant of the following: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if

requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” Therefore and notwithstanding anything to the contrary contained in this Sublease, Sublandlord and Subtenant agree that (i) Subtenant may, at its option and at its sole cost, cause a CASp to inspect the Sublease Premises and determine whether the Sublease Premises complies with all of the applicable construction-related accessibility standards under state law, (ii) the parties shall mutually coordinate and reasonably approve of the timing of any such CASp inspection so that Sublandlord may, at its option, have a representative present during such inspection, and (iii) Subtenant shall be solely responsible for the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Sublease Premises identified in such report that are then required by law to be corrected.

In addition to Sublandlord’s demise of the Sublease Premises to Subtenant, Sublandlord further hereby sells, assigns, transfers and conveys to Subtenant on the Sublease Commencement Date all of Sublandlord’s right, title and interest in and to the furniture, equipment and cabling located within the Sublease Premises as of the date of this Sublease (which furniture, equipment and cabling are listed on Exhibit B attached hereto), for the total amount of One Dollar ($1.00). In connection therewith, Subtenant expressly understands, acknowledges and agrees that it shall accept all such furniture, equipment and cabling in its “AS IS WITH ALL FAULTS” condition, and Sublandlord makes no, and expressly disclaims any, representation or warranty as to the condition, merchantability, reliability, fitness for any particular purpose or otherwise in respect of the furniture, equipment and cabling. Subtenant shall be solely responsible for any sales or transfer tax associated with Sublandlord’s conveyance of such furniture, equipment and cabling to Subtenant.

2. Lease Term. The term of this Sublease (“Term”) shall commence sixty (60) days following Sublandlord’s delivery of the Sublease Premises to Subtenant in the required condition and receipt of Master Landlord’s written consent to this Sublease (the “Sublease Commencement Date”) and shall expire on July 31, 2025 (the “Sublease Expiration Date”), unless sooner terminated as provided herein. Subtenant expressly agrees that it shall have no right to extend the Term of this Sublease or to require that Sublandlord exercise its option rights under Section 2.2 “Option Term” of the Master Lease, and Sublandlord agrees that it will not exercise its option rights under Section 2.2 “Option Term” of the Master Lease or otherwise extend the term of the Master Lease. Sublandlord and Subtenant each further understand, acknowledge and agree that the Sublease Expiration Date occurs at the end of the Lease Term under the Master Lease, and that both parties intend for this Sublease to be characterized as a sublease of the Sublease Premises, and not as an assignment of Sublandlord’s rights under the Master Lease. On the last day of the Term, or on the sooner termination of this Sublease, Subtenant shall surrender the Sublease Premises to Sublandlord in as good condition and repair as received, normal wear and tear excepted, with all alterations or improvements made by Subtenant removed, to the extent properly required by Master Landlord, without damage to the Sublease Premises or the Building, and otherwise in the manner required by the Master Lease, as incorporated herein, including, without limitation, the provisions of Section 15 “Surrender Of Premises; Ownership And Removal Of Trade Fixtures” of the Master Lease. Subtenant shall have the right to enter the Sublease Premises during the sixty (60) day period following Sublandlord’s delivery of the Sublease Premises to Subtenant in the required condition and receipt of Master Landlord’s written consent (the “Early Access Period”), for the limited purposes of preparing the Sublease Premises for occupancy and occupancy of completed areas. Such entry and occupancy shall be on all of the terms of this Sublease, except that Subtenant shall not be required to pay any rent during the Early Access Period; provided, however, that Subtenant shall be responsible for the payment of all utilities and other services which Subtenant uses in the Sublease Premises during the Early Access Period.

3. Use; Hazardous Materials. The Sublease Premises shall be used and occupied by Subtenant only for general office, research and development, engineering, laboratory, storage and/or warehouse uses, including, but not limited to, administrative offices and other lawful uses reasonably related to or incidental to such specified uses, all being: (i) consistent with First Class Life Sciences Projects, and (ii) in compliance with, and subject to, applicable laws and all of the terms of the Master Lease, including without limitation, in compliance with the prohibited uses described in Section 5.2 “Prohibited Uses” of the Master Lease and in compliance with any rules and regulations established by Master Landlord under the

Master Lease pursuant to Master Landlord’s rights under Section 5.2 “Prohibited Uses” of the Master Lease. Subtenant shall be solely responsible for obtaining any permits or licenses necessary to conduct and operate its business within the Sublease Premises, and Sublandlord makes no representations or warranties about the suitability of the Sublease Premises for the conduct of Subtenant’s business. Subtenant assumes all risk of damage to property and/or injury to persons in, on or about the Sublease Premises from any cause whatsoever. Sublandlord shall not be responsible in any way for any personal injuries, property damage, lost profits, loss of business or any other expenses incurred by Subtenant from any cause.

Subtenant shall further be responsible for complying with all of the requirements and obligations set forth in Section 5.3 “Hazardous Materials” of the Master Lease, as incorporated herein, including, without limitation: (i) completion of a new Environmental Questionnaire if required by Master Landlord, (ii) cooperating with the Master Landlord regarding any Environmental Assessment desired by Master Landlord pursuant to the provisions of Section 5.3.2.1 “Environmental Assessments in General” of the Master Lease, and paying the cost therefore as and to the extent required under Section 5.3.2.2 “Cost of Environmental Assessments” of the Master Lease, (iii) providing a separate Environmental Assessment and surrendering the Sublease Premises in the manner required by Section 5.3.3 “Tenant’s Obligations upon Surrender” and Section 15.3 “Environmental Assessment” of the Master Lease, and (iv) completing any Clean Up of the Sublease Premises as and to the extent required by Section 5.3.4 “Clean Up” of the Master Lease. Any notices sent to Master Landlord pursuant to Section 5.3 “Hazardous Materials” of the Master Lease shall concurrently be sent to Sublandlord. In connection with Subtenant’s use and maintenance of Hazardous Materials within the Sublease Premises, Subtenant shall and hereby does protect, defend, indemnify and hold Sublandlord and its directors, officers, employees and agents (collectively, the “Sublandlord Indemnitees”) harmless from and against any and all claims, judgments, losses, damages, costs, expenses, penalties, enforcement actions, taxes, fines, remedial actions, liabilities (including, without limitation, actual attorney’s fees, litigation, arbitration and administrative proceeding costs, expert and consultant fees and laboratory costs) including, without limitation, consequential damages and sums paid in settlement of claims, which arise during or after the Term, whether foreseeable or unforeseeable, in whole or in part and directly or indirectly as a result of or attributable to the presence, use, generation, manufacture, treatment, handling, refining, production, processing, storage, Release or presence of Hazardous Materials in, on, under or about the Sublease Premises by Subtenant or any of its employees, contractors, subcontractors or any other person or entity acting as an agent or sub-agent of Subtenant.

4. Rent and Rent Commencement Date.

(a) Base Rent. Beginning on the Sublease Commencement Date (the “Rent Commencement Date”), and thereafter during the Term of this Sublease and ending on the Sublease Expiration Date, Subtenant shall pay rent to Sublandlord, without deduction, setoff, notice or demand and at such place as Sublandlord shall designate from time to time by notice to Subtenant, in accordance with the following schedule (the “Base Rent”):


Months	Per Sq. Ft.		Annual Base Rent Rate		Monthly Base Rent
1 – 12	$	4.5000	$	1,401,624.00	$	116,802.00
13 – 24	$	4.66	$	1,451,459.52	$	120,954.96
25 – 36	$	4.82	$	1,501,295.04	$	125,107.92
37 – 48	$	4.99	$	1,554,245.28	$	129,520.44
49 – 60	$	5.16	$	1,607,195.52	$	133,932.96
61 - 72	$	5.34	$	1,663,260.48	$	138,605.04
73 – Sublease Expiration Date	$	5.53	$	1,722,440.16	$	143,536.68

The first monthly installment of Base Rent shall be paid by Subtenant upon the execution of this Sublease and shall be applied to the Base Rent for the first calendar month, or portion thereof, following the Rent Commencement Date for which Base Rent is due and payable; provided, however, that if the Term begins or ends on a day other than the first or last day of the month, the Base Rent for the partial months shall be prorated on a per diem basis. The foregoing notwithstanding, Sublandlord hereby agrees that Base Rent, but not Additional Rent, for Subtenant shall be conditionally abated during the first four (4) months of the Term (such period being referred to herein as the “Base Rent Abatement Period”, and such abated Base Rent during the Base Rent Abatement Period being referred to herein as the “Abated Rent”). Base Rent and all additional rent (including without limitation, Additional Rent payable under the Master Lease, default interest, late fees and other amounts owing hereunder) shall hereinafter be collectively referred to as “Rent.”

(b) Additional Rent. Beginning on the Sublease Commencement Date and continuing to the Sublease Expiration Date, but subject to Subtenant’s rights to the Abated Rent, Subtenant shall pay to Sublandlord as additional rent for this subletting all of Tenant’s Share of the Direct Expenses that are payable by Sublandlord to Master Landlord under the Master Lease, together with any and all other Additional Rent payable under the Master Lease, as incorporated herein, and together with any and all other additional expenses, costs and charges payable to Master Landlord under the Master Lease, as incorporated herein, in connection with Subtenant’s use of the Sublease Premises. Sublandlord and Subtenant each understand, acknowledge and agree that Subtenant shall be obligated to pay Tenant’s Share of the Direct Expenses for the Sublease Premises during the Base Rent Abatement Period where Base Rent is not being charged. Tenant’s Share of Direct Expenses is currently calculated at Twenty-Two Thousand Nine Hundred Forty-Seven and 26/100 Dollars ($22,947.26) per month; provided, however, that Subtenant further understands, acknowledges and agrees that Tenant’s Share of Direct Expenses is subject to adjustment, and is further subject to such other charges as are more particularly set forth in the Master Lease, as incorporated herein. Sublandlord agrees to promptly notify Subtenant of any increase in or other statements for the payment of Tenant’s Share of Direct Expenses or Additional Rent under the Master Lease, and of any other amounts owing to Master Landlord under the Master Lease, and Subtenant agrees to pay Sublandlord for all such additional amounts within thirty (30) days of receipt of Sublandlord’s written notice thereof. Subtenant shall be entitled to all credits, if any, given by Master Landlord to Sublandlord for Sublandlord’s overpayment of such amounts during the Term.

(c) Payment of Rent. Except as otherwise specifically provided in this Sublease, Rent shall be payable in lawful money without demand, and without offset, counterclaim, or setoff in monthly installments, in advance, on the first day of each and every month during the Term of this Sublease. All of said Rent is to be paid to Sublandlord or at such other place or to such agent and at such place as Sublandlord may designate by written notice to Subtenant. Any Additional Rent payable by Sublandlord to Master Landlord under the Master Lease shall be paid to Sublandlord as and when such items are payable by Sublandlord to Master Landlord under the Master Lease, unless a different time for payment is elsewhere stated herein. Sublandlord agrees to provide Subtenant promptly with copies of any statements or invoices or notices received by Sublandlord from Master Landlord or given by Sublandlord to Master Landlord pursuant to the terms of the Master Lease.

(d) Default Interest; Late Charge. Subject to the terms of the second sentence of Section 25 of the Master Lease, as incorporated herein, if Subtenant fails to pay any Rent within ten (10) days after due, Sublandlord and Subtenant each agree that (i) Sublandlord will or may incur additional expenses in the form of extra collection efforts, handling costs, and potential impairment of credit on liens for which this Sublease is security; (ii) it is extremely difficult and impractical to ascertain the extent of detriment; (iii) the amount described herein is and will be reasonable; and, (iv) Sublandlord shall be entitled to recover from Subtenant as liquidated damages the greater of Five Hundred Dollars ($500) or three percent (3%) of the amount due (“Late Fee”). Past due amounts shall also bear interest at the rate of twelve percent (12%) per annum or the maximum rate permitted by law, whichever is less (“Interest Rate”). Notwithstanding the foregoing, the obligation to pay the Late Fee and/or interest at the Interest Rate shall not alter or preclude Sublandlord’s right, prior to actual receipt of any delinquent installment of Rent, to exercise any right or remedy which Sublandlord may have under the terms of this Sublease or under applicable law. Furthermore, acceptance of any monies by Sublandlord shall not constitute a waiver by Sublandlord of Subtenant’s breach or prevent Sublandlord from exercising any other right or remedies available to Sublandlord as provided herein or by law, except for offsets to damages to the extent of amounts received by Sublandlord for Subtenant’s benefit.

5. Subtenant’s Security Deposit. Upon execution of this Sublease, Subtenant shall deliver to Sublandlord a letter of credit in a form and issued by a lending institution reasonably satisfactory to Sublandlord (the “Letter of Credit”), payable to Sublandlord in the amount of Five Hundred Eighty-Four Thousand Ten Dollars ($584,010) and standing as a security deposit for Subtenant’s obligations under this Sublease. Sublandlord hereby approves of Silicon Valley Bank as the issuing lending institution. The Letter of Credit shall be available to be drawn upon by Sublandlord in the event of a default by Subtenant under this Sublease beyond any applicable notice and cure periods, subject only to Sublandlord’s delivery to such lending institution of an affidavit of default executed by an authorized agent of Sublandlord and given to the issuer of the Letter of Credit and to Subtenant, the delivery of which affidavit shall be a condition precedent to the drawing on the Letter of Credit. The Letter of Credit shall be held by Sublandlord as security for the faithful performance by Subtenant of all of the terms and conditions of this Sublease. The Letter of Credit shall not be mortgaged, assigned, transferred, or encumbered by Subtenant, and any act by Subtenant purporting to accomplish same shall be without force and effect and shall not be binding upon Sublandlord. Subtenant hereby waives the provisions of Section 1950.7 of the California Civil Code, or any similar or successor laws now or hereafter in effect that limit the purposes for which security deposits can be used. Unless Sublandlord draws upon the Letter of Credit due to Subtenant’s failure to renew or provide a replacement Letter of Credit within thirty (30) days prior to the expiration of the existing Letter of Credit, Sublandlord shall only draw upon the Letter of Credit following a default beyond applicable notice and cure periods and only to the extent required to cure the default. In the event that Sublandlord draws upon the Letter of Credit (i) solely due to Subtenant’s failure to renew the Letter of Credit at least thirty (30) days before its expiration, such failure to renew shall not constitute a default hereunder, and Sublandlord shall be entitled to hold the cash proceeds from its draw upon the Letter of Credit in lieu of the Letter of Credit and use the same in the same manner and for the same purposes as were permitted with respect to the Letter of Credit, and (ii) Subtenant shall at any time thereafter be entitled to provide Sublandlord with a replacement Letter of Credit that satisfies all of the requirements above, at which time Sublandlord shall return the cash proceeds of the original Letter of Credit drawn by Sublandlord.

6. Signage; Parking. At Subtenant’s sole cost and expense, Subtenant shall be entitled to exercise all of Sublandlord’s rights to signage at the Building and with respect to the Sublease Premises as are set forth in Section 23 “Signs” of the Master Lease; provided, however, that Subtenant shall be required to obtain all requisite consents and approvals from Master Landlord as are set forth in such Section, and shall be subject to all of the obligations of Sublandlord in such Section. Subtenant shall further be entitled to use all of the parking rights afforded to Sublandlord under the provisions of Section 28 “Tenant Parking” of the Master Lease, and Subtenant shall further be subject to all requirements and all obligations set forth in the Master Lease with respect to the use and enjoyment of such parking rights, including compliance with all rules and regulations established by Master Landlord with respect to such parking rights. The parking spaces shall be governed by all of the terms of the Master Lease.

7. Alterations; Restoration. Subtenant acknowledges and agrees that it is not authorized to make any alterations or improvements in or to the Sublease Premises, except (i) as permitted without consent in the second sentence of Section 8.1 of the Master Lease provided that Subtenant shall be responsible, at its sole cost and expense, for the removal of any such alterations or improvements as and to the extent required by Master Landlord under the Master Lease, and (ii) as expressly permitted and approved in writing by Sublandlord and Master Landlord and by the provisions of this Sublease and the Master Lease. Notwithstanding the foregoing, (a) subject to its review of more detailed plans and receipt of Master Landlord’s written consent, Sublandlord approves Subtenant’s construction of the improvements described in Exhibit C (“Tenant Improvements”) and agrees for itself that Subtenant shall not be required to restore the Tenant Improvements or obtain any bonds with respect thereto, subject to Master Landlord’s rights under the Master Lease to require removal of such Tenant Improvements and/or the securing of any bonds with respect thereto, and (b) Sublandlord shall not withhold its consent to any alterations provided that Master Landlord approves them in writing, nor shall Sublandlord require that any improvements be restored unless Master Landlord requires such restoration pursuant to its rights under the Master Lease.

Subtenant further acknowledges and agrees and that it must deliver the Sublease Premises to Sublandlord on the Sublease Expiration Date in the condition required by the Master Lease, which requires, but is not limited to, removing all moveable trade fixtures, furniture, equipment and other moveable personal property and repairing any damage caused thereby; provided, however, Sublandlord shall not be required to remove any alterations in the Sublease Premises on the date hereof. The provisions of this Section 7 shall survive the expiration or earlier termination of this Sublease.

8. Insurance Coverage and Requirements. Subtenant covenants and agrees that it shall, as of the Sublease Commencement Date and at its sole cost and expense, secure all of the insurance coverages required of Sublandlord in Section 10.3 “ Tenant’s Insurance” and Section 10.6 “Additional Insurance Obligations” of the Master Lease, as incorporated herein, all in the forms required by Section 10.4 “Form of Policies”, as incorporated herein, naming Sublandlord and Master Landlord as additional insureds (on the liability policies), and shall provide Sublandlord and Master Landlord certificates evidencing such coverages as are required by the terms of Section 10 “Insurance” of the Master Lease, as incorporated herein. In the event Subtenant shall fail to procure such insurance, or to deliver such policies or certificates, Sublandlord may after ten (10) days’ written notice, at its option, procure such policies for the account of Subtenant, and the cost thereof shall be paid by Subtenant to Sublandlord as Additional Rent within five (5) days after delivery to Subtenant of the bills therefore. Subtenant further expressly agrees that it shall and hereby does provide all of the waivers and indemnifications to both Master Landlord and Sublandlord as are set forth in Section 10.1 “Indemnification and Waiver” of the Master Lease, as incorporated herein, all as if the same were fully set forth herein, and agrees that Subtenant shall comply with all of the obligations set forth in Section 10.2 “Tenant’s Compliance With Landlord’s Property Insurance” of the Master Lease, as incorporated herein. Subtenant agrees to comply with all of the obligations and waivers set forth in Section 10.5 “Subrogation” of the Master Lease, as incorporated herein, all as the same shall apply to both Master Landlord and Sublandlord.

9. Damage and Destruction; Condemnation. Subtenant agrees that it shall comply with all of the requirements of Sublandlord under Section 11 “Damage and Destruction” of the Master Lease, as incorporated herein, including, without limitation, the obligation to assign any and all property insurance proceeds payable to Subtenant under Subtenant’s insurance as to the Alterations to Master Landlord. Subtenant further acknowledges all of the Master Landlord’s rights under Section 11.2 “Landlord’s Option to Repair” in connection with any such damage or destruction, and further consents to and hereby expressly provides to Sublandlord and Master Landlord the waivers set forth in Section 11.3 “Waiver of Statutory Provisions” of the Master Lease, as incorporated herein. In the event of any damage or destruction of the Sublease Premises, Subtenant hereby agrees that any and all notices required thereunder of the “Tenant” shall be delivered by Subtenant concurrently to both Sublandlord and Master Landlord.

In the event of a taking of all or a part of the Building, or in the event the Sublease Premises are taken under power of eminent domain so as to render the Sublease Premises unusable or unavailable for the purposes set forth in this Sublease or in the Master Lease, Subtenant shall be entitled, subject to other provisions of this Sublease, to exercise any right it may have to terminate the Master Lease, as incorporated herein. Subtenant hereby waives any and all rights under and benefits of Section 1265.130 of the California Civil Code. If neither Subtenant elects to terminate this Sublease nor Master Landlord elects to terminate the Master Lease, then this Sublease shall continue in full force and effect, except that if Sublandlord’s rent is abated or otherwise adjusted under the Master Lease, then Subtenant’s Rent payable under this Sublease shall also be abated or correspondingly adjusted on a pro-rata basis.

10. Assignment and Subletting. Except as permitted in Section 14.8 of the Master Lease, as incorporated herein, Subtenant hereby expressly agrees that Subtenant shall not have the right to assign or sublet any of its right to the Sublease Premises without the express prior written consent of Sublandlord, which consent may be given or withheld in Sublandlord’s reasonable discretion; provided, however, that any such sublease or assignment requested by Subtenant shall further be subject to Master Landlord’s rights and prior written consent and other conditions, all as and to the extent set forth in Section 14 “Assignment and Subletting” of the Master Lease, including, without limitation, Master Landlord’s rights to the payment of any Transfer Premium under Section 14.3 “Transfer Premium” and Master Landlord’s right to recapture the Sublease Premises as set forth in Section 14.4 “Landlord’s Option as to Subject Space” of the Master Lease, each as incorporated herein. In addition, subject to Master Landlord’s written consent, a transfer of Tenant’s stock or assignment in connection with a merger or sale of substantially all of Subtenant’s assets shall not constitute a Transfer under this Sublease.

11. Incorporation of Terms of Master Lease. This Sublease and all rights of the parties hereunder are subject and subordinate to the Master Lease. Subtenant agrees that it will not, by its act or omission to act where required to do so, cause a default under the Master Lease. In furtherance of the foregoing, the parties hereby acknowledge, each to the other, that it is not practical in this Sublease to enumerate all of the rights and obligations of the various parties under the Master Lease and specifically to allocate those rights and obligations in this Sublease. Accordingly, in order to afford to Subtenant the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Premises, and in order to protect Sublandlord against a default by Subtenant which might cause a default by Sublandlord under the Master Lease, Sublandlord and Subtenant covenant and agree as set forth in this Section 11.

(a) Subject to the modifications set forth in this Sublease as between Sublandlord and Subtenant, the terms of the Master Lease are incorporated herein by reference, and shall, as between Sublandlord and Subtenant (as if they were Landlord and Tenant, respectively, under the Master Lease), constitute the terms of this Sublease, except to the extent that they are inapplicable to, inconsistent with, or expressly modified by the terms of this Sublease, and shall be binding upon and inure to the benefit of Sublandlord and Subtenant respectively. Notwithstanding the foregoing, Sublandlord and Subtenant agree that: (i) each reference in such incorporated sections to “Lease” shall be deemed a reference to “Sublease”; (ii) each reference to “Lease Commencement Date”, “Lease Term” and “Base Rent” shall be deemed a reference to the “Sublease Commencement Date”, “Term” and “Base Rent” under this Sublease, respectively; (iii) the following provisions shall not be included: the introductory paragraph, Sections 1, 3-5, 8 and 10 and 12 of the Summary of Basic Lease Information, Sections 2.1 (first two sentences), 2.2, 3 (first two sentences), 21.1 (first sentence), 25 (except the second sentence), 29.18, 29.20 and 29.24 and Exhibit B of the Master Lease; (iv) references in the following provisions to “Landlord” shall mean “Master Landlord”: Sections 1.1.2, 1.1.3, 4.2.4, 4.2.5, 4.3, 5.2, 8.2-8.5, 10.6, 11.2, 13, 14.3, 14.4, 22 (the last sentence), 23, 28, 29.5, 29.13 (the first four sentences), 29.26, 29.29 and 29.31; (v) references in Sections 6.4 and 10.1 to “Landlord” shall mean “Master Landlord” and “Sublandlord”; (vi) wherever there is a requirement to pay the costs and expenses of “Landlord,” Subtenant shall only be obligated to pay Master Landlord’s costs and expenses and not both Sublandlord’s and Master Landlord’s costs and expenses; (vii) all references to the Tenant Work Letter shall be deleted; (viii) at Subtenant’s request and at Subtenant’s sole cost and expense, Sublandlord shall exercise its rights under Section 4.6 of the Master Lease and share the results thereof with Subtenant; and (ix) subject to Master Landlord’s written consent, Subtenant may use the Hazardous Materials described in the Environmental Questionnaire attached hereto as Exhibit D. As between the parties hereto only, in the event of any inconsistencies between the terms and provisions of the Master Lease, as incorporated herein, and the express terms and provisions of this Sublease, the express terms and provisions of this Sublease shall govern. Subtenant acknowledges that it has reviewed the Master Lease and is familiar with all of the terms and conditions thereof. Subtenant further covenants and warrants that it fully understands and agrees to be subject to and bound by all of the covenants, agreements, terms, provisions and conditions of the Master Lease, as incorporated herein.

(b) Subtenant recognizes that Sublandlord is not in a position to render any of the services or to perform any of the repair, restoration, maintenance, insurance or any other similar obligations required of the Master Landlord by the terms of the Master Lease, and that Sublandlord shall have no duty to perform any obligations of Master Landlord which are, by their nature, the obligations of an owner or manager of real property. By way of illustration and not limitation, Sublandlord shall not be required to provide any services (including janitorial, utilities, HVAC service, security, or use of Common Areas or parking facilities) or to perform any maintenance or repairs which Master Landlord is or may be required to provide or perform under the Master Lease. Sublandlord shall have no responsibility for or be liable to Subtenant for any default, failure or delay on the part of Master Landlord in the performance or observance by Master Landlord of any of its obligations under the Master Lease, nor shall such default by Master Landlord affect this Sublease or waive or defer the performance of any of Subtenant’s obligations under this Sublease, including without limitation the obligation to pay Rent; and Subtenant hereby expressly

waives the provisions of any statute, ordinance or judicial decision, now or hereafter in effect, which would give Subtenant the right to make repairs at the expense of Sublandlord. Notwithstanding the foregoing, the parties do contemplate that Master Landlord will, in fact, perform its obligations under the Master Lease and in the event of any default or failure of such performance by Master Landlord, Sublandlord agrees that it will, upon notice from Subtenant, make demands upon Master Landlord to perform its obligations under the Master Lease. Any non-liability, release, indemnity or hold harmless provision in the Master Lease, as incorporated herein, for the benefit of Master Landlord shall be deemed to apply under this Sublease and inure to the benefit of both Sublandlord and Master Landlord. Notwithstanding anything to the contrary contained in this Sublease, Subtenant agrees that performance by Sublandlord of certain of its obligations hereunder are conditional upon due performance by the Master Landlord of its corresponding obligations under the Master Lease, and Sublandlord shall not be liable to Subtenant for any default of the Master Landlord under the Master Lease. Subtenant shall not have any claim against Sublandlord by reason of the Master Landlord’s failure or refusal to comply with any of the provisions of the Master Lease unless such failure or refusal is a result of Sublandlord’s act or failure to act pursuant to its obligations under this Sublease. Furthermore, Subtenant and Sublandlord further covenant not to take any action or do or perform any act or fail to perform any act where it has an obligation to act which would result in the failure or breach of any of the covenants, agreements, terms, provisions or conditions of the Master Lease on the part of the Tenant thereunder.

(c) For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional modifications:

(i) In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of the Master Landlord, Subtenant shall be similarly and correspondingly required to obtain the written approval or consent of both Sublandlord and the Master Landlord. In furtherance thereof, if Subtenant desires to take any action which requires the consent of Master Landlord under the terms of the Master Lease, then, notwithstanding anything to the contrary herein: (a) Sublandlord, independently, shall have the same rights of approval or disapproval as Master Landlord has under the Master Lease; (b) Subtenant shall not take any such action until it obtains the consent of both Sublandlord and Master Landlord; and (c) Subtenant shall request that Sublandlord obtain Master Landlord’s consent on Subtenant’s behalf and Sublandlord shall use commercially reasonable efforts to obtain such consent. Subtenant shall pay all third party, out-of-pocket costs reasonably incurred by Sublandlord in seeking or procuring Master Landlord’s consent, and all costs reasonably incurred by Master Landlord in providing Master Landlord’s consent to the extent required under the Master Lease. Any approval or consent required of Sublandlord conclusively shall be deemed reasonably withheld if approval or consent also is required of the Master Landlord, and Master Landlord fails to give Master Landlord’s approval or consent. All costs of seeking or obtaining Master Landlord’s consent, whether or not obtained, shall be borne by Subtenant.

(ii) In all provisions of the Master Lease, as incorporated herein, requiring Tenant to submit, exhibit to, supply or provide Master Landlord with evidence, certificates, or any other matter or thing, Subtenant shall be similarly and correspondingly required to submit, exhibit to, supply or provide, as the case may be, the same to both the Master Landlord and Sublandlord. In any such instance, Sublandlord shall determine if such evidence, certificate or other matter or thing shall be satisfactory.

(iii) Sublandlord shall have no obligation to perform any obligations of the Master Landlord to, nor shall Sublandlord have any independent obligation to, restore or rebuild any portion of the Sublease Premises after any destruction or taking by eminent domain.

12. Subtenant’s Obligations under the Master Lease; Subtenant’s Indemnities. Subtenant covenants and agrees that all obligations of Sublandlord as Tenant under the Master Lease, as incorporated herein, shall be done or performed by Subtenant with respect to the Sublease Premises, except as otherwise expressly provided by this Sublease, and Subtenant’s obligations shall run to Sublandlord and Master Landlord as Sublandlord may determine to be appropriate or be required by the respective interests of Sublandlord and Master Landlord. In furtherance of the foregoing, Subtenant shall and hereby does protect, defend, indemnify and hold Sublandlord and the Sublandlord Indemnitees

harmless from and against any and all claims, judgments, losses, damages, costs, expenses, penalties, enforcement actions, taxes, fines, remedial actions, liabilities (including, without limitation, actual attorney’s fees, litigation, arbitration and administrative proceeding costs, expert and consultant fees and laboratory costs) including, without limitation, consequential damages and sums paid in settlement of claims, which arise during or after the Term, whether foreseeable or unforeseeable, in whole or in part and directly or indirectly as a result of or attributable to the non-performance, non-observance or non-payment of any of Sublandlord’s covenants, warranties, or payment or other obligations under the Master Lease that, as a result of this Sublease, became an obligation of Subtenant. Subtenant shall not do, nor permit to be done, any act or thing that is, or with notice or the passage of time would be, a default under this Sublease or the Master Lease. The provisions of this Section 12 shall survive the expiration or earlier termination of this Sublease. Sublandlord hereby assigns to Subtenant all warranties given and indemnities made by Master Landlord to Sublandlord under the Master Lease which would reduce Subtenant’s obligations hereunder, and shall cooperate with Subtenant to enforce all such warranties and indemnities, if any.

Except to the extent due to the gross negligence, willful misconduct or violation of this Sublease or the Master Lease by Sublandlord or Master Landlord, Subtenant, as a material part of the consideration to be rendered to Sublandlord under this Sublease, shall and hereby does protect, defend, indemnify and hold Sublandlord and the Sublandlord Indemnitees harmless from and against any and all claims, judgments, losses, damages, costs, expenses, penalties, enforcement actions, taxes, fines, remedial actions, liabilities (including, without limitation, actual attorney’s fees, litigation, arbitration and administrative proceeding costs, expert and consultant fees and laboratory costs) including, without limitation, consequential damages and sums paid in settlement of claims, which arise during or after the Term, whether foreseeable or unforeseeable, in whole or in part and directly or indirectly as a result of or attributable to Subtenant’s use, occupancy or enjoyment of the Sublease Premises and its facilities or the conduct of Subtenant’s business or from any activity, work or things done, permitted or suffered by Subtenant, or its agents, employees and invitees in or about the Sublease Premises. Subtenant agrees to pay for all damages to the Building, as well as all damage to the tenants or occupants thereof, to the extent caused by Subtenant’s negligence, misuse, or neglect of said Sublease Premises or appurtenances, as provided in Section 10.1 of the Master Lease, as incorporated herein. Notwithstanding anything to the contrary herein, Sublandlord shall not be released or indemnified from, and shall indemnify, defend, protect and hold harmless Subtenant from, all damages, liabilities, losses, claims, attorneys’ fees, costs and expenses to the extent arising from the gross negligence or willful misconduct of Sublandlord or its agents, contractors, licensees or invitees, or to the extent arising from a breach of Sublandlord’s obligations or representations under this Sublease or the Master Lease.

Subtenant’s and Sublandlord’s obligations pursuant to the foregoing indemnities set forth in this Section 12 shall survive the expiration or earlier termination of this Sublease.

13. Sublandlord’s Obligations under the Master Lease. Sublandlord agrees that Subtenant shall be entitled to receive the benefit of all services and repairs to be provided by Master Landlord to Sublandlord under the Master Lease, as and to the extent that the same are actually provided by Master Landlord. Notwithstanding any provision of the California Civil Code or any similar or successor laws to the contrary, Subtenant understands that it shall not make repairs at Sublandlord’s or Master Landlord’s expense or by Rent offset. Subtenant agrees that it shall look solely to Master Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages that may arise by reason of Master Landlord’s default under the Master Lease; provided, however, that Sublandlord agrees to cooperate in good faith with Subtenant, in enforcing Sublandlord’s rights under the Master Lease for the services and repairs to be provided by Master Landlord under the Master Lease; provided, however, Sublandlord shall not be required to incur any costs in cooperating except to the extent Subtenant agrees to pay any third party, out-of-pocket costs reasonably incurred by Sublandlord. Any condition resulting from a default by Master Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant, and no such default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease, unless and only to the extent that Sublandlord is similarly excused from such performance or observance of such obligations under

the Master Lease or to the extent Sublandlord is similarly entitled to receive any reduction in or abatement of rent under the Master Lease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Master Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all Basic Rent and Additional Rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Sublandlord shall not do, nor permit to be done, any act or thing that is, or with notice or the passage of time would be, a default under this Sublease or the Master Lease. Subtenant hereby waives any and all rights under and benefits of Sections 1932(1) and 1932(2), Section 1933(4), and Sections 1941 and 1942 of the California Civil Code, or any similar or successor laws now or hereafter in effect. The provisions of this Section 13 shall survive the expiration or earlier termination of this Sublease. Sublandlord shall not terminate or take any actions giving rise to a termination right under the Master Lease, amend or waive any provisions under the Master Lease or make any elections, exercise any right or remedy or give any consent or approval under the Master Lease without, in each instance, Subtenant’s prior written consent. Following a casualty, if this Sublease is not terminated and to the extent of any insurance proceeds actually received by Sublandlord in connection with the same, Sublandlord shall restore any improvements that Sublandlord installed in the Sublease Premises, to the extent such restoration is not the responsibility of Master Landlord under the Master Lease. Sublandlord represents and warrants that (a) to the best of Sublandlord’s knowledge, the Master Lease is in full force and effect, (a) there exists under the Master Lease no default by Sublandlord or, to the best of Sublandlord’s knowledge, Master Landlord, nor to the best of Sublandlord’s knowledge has there occurred any event which, with the giving of notice or passage of time or both, could constitute such a default by Sublandlord or Master Landlord under the Master Lease, and (c) the copy of the Master Lease attached hereto as Exhibit A is a true, correct and complete copy of the Master Lease.

14. Default. Subtenant shall be in default under this Sublease if it or its agents breach, default or fail to perform any obligation of this Sublease and/or any obligation of the Master Lease, as incorporated herein, required to be performed by Subtenant hereunder or thereunder. In the event of any such default, Sublandlord shall be entitled to all the rights, benefits and privileges of the Master Landlord under the Master Lease, as incorporated herein, as it pertains to Subtenant’s, performance of the obligations under the Master Lease, together with any and all other remedies available to Sublandlord at law or in equity. Any notice of default by Sublandlord to Subtenant shall be in lieu of, and not in addition to, the statutory notice required by Section 1161 of the California Civil Code, and any such notice shall expressly replace and satisfy the requirements of Section 1162 of the California Civil Code. On termination of this Sublease due to the occurrence of any default by Subtenant, Sublandlord shall further be entitled to recover from Subtenant the unamortized portion of the Abated Rent which Subtenant was not obligated to pay during the Base Rent Abatement Period, and such amount shall be payable by Subtenant to Sublandlord within five (5) days of Sublandlord’s written demand therefore. Anything contained in any provision of this Sublease to the contrary notwithstanding, Subtenant agrees, with respect to the Sublease Premises, to comply with and remedy any default in this Sublease or the Master Lease, as incorporated herein, which is Subtenant’s obligation to cure, within the period allowed to Sublandlord under the Master Lease, as incorporated herein, even if such time period is shorter than the period otherwise allowed therein (by no more than one (1) business day) due to the fact that notice of default from Sublandlord to Subtenant is given after the corresponding notice of default from Master Landlord to Sublandlord. Sublandlord agrees to forward to Subtenant, within one (1) business day of receipt thereof by Sublandlord, a copy of each notice received by Sublandlord in its capacity as Tenant under the Master Lease. Subtenant agrees to forward to Sublandlord, promptly upon receipt thereof, copies of any notices received by Subtenant from Master Landlord or from any governmental authorities. In the event that Sublandlord defaults in the performance or observance of any of Sublandlord’s remaining obligations under the Master Lease or fails to perform Sublandlord’s stated obligations under this Sublease, then Subtenant shall give Sublandlord written notice specifying in what manner Subtenant believes that Sublandlord has defaulted, and if such default shall not be cured by Sublandlord within thirty (30) days thereafter (except that if such default cannot be cured within said thirty (30) day period, this period shall be extended for an additional reasonable time, provided that Sublandlord commences to cure such default within such thirty (30) day period and proceeds diligently thereafter to effect such cure as quickly as possible), then Subtenant shall be entitled to cure such default and promptly collect from Sublandlord Subtenant’s reasonable expenses in so doing (including, without

limitation, reasonable attorneys’ fees and court costs) and, if Subtenant paid rent directly to Master Landlord, Subtenant may credit such amount against rent due under this Sublease. Subtenant shall not be required, however, to wait the entire cure period described herein if earlier action is required to comply with the Master Lease or with any applicable governmental law, regulation or order.

15. Quiet Enjoyment; Estoppel Statements. So long as Subtenant pays all of the Rent due hereunder and performs all of Subtenant’s other obligations hereunder within applicable notice and cure periods, Sublandlord shall do nothing to affect Subtenant’s right to peaceably and quietly have, hold and enjoy the Sublease Premises. Subtenant shall, upon not less than ten (10) business days prior request by Sublandlord or Master Landlord or any first mortgagee of Master Landlord, execute, acknowledge and deliver to Sublandlord and Master Landlord or such mortgagee, as the case may be, a statement in writing certifying that this Sublease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications); that to Subtenant’s knowledge Sublandlord is not in default and has fully performed its obligations hereunder; and the dates to which the Rent and any other charges have been paid in advance, all as and to the extent true, or alternatively with clarifications as deemed reasonably appropriate by Subtenant. If Subtenant fails to timely deliver such statement or certificate, Subtenant shall be deemed to have accepted the statements in the certificate, and Subtenant agrees that any such statement or certificate may be relied upon by such party.

16. Holding Over. Subtenant has no right to occupy the Sublease Premises or any portion thereof after the Sublease Expiration Date. In the event Subtenant or any party claiming by, through or under Subtenant holds over, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Sublease Premises, and to recover damages, including, without limitation, damages payable by Sublandlord to Master Landlord by reason of such holdover. Without limiting Sublandlord’s rights above, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Sublease Premises after the Sublease Expiration Date or after the earlier termination of this Sublease or of Subtenant’s right to possession, Subtenant shall pay, as minimum and non-exclusive damages, and not as a penalty, monthly Base Rent at the rate set forth in Section 16 of the Master Lease, as incorporated herein. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over.

17. Tenant Improvements; Tenant Improvement Allowance. Sublandlord and Subtenant each acknowledge that Subtenant desires to complete certain improvements to the Sublease Premises (the “Tenant Improvements”). In connection therewith, Subtenant agrees to comply with all of the provisions set forth for such improvements in Section 8 of the Master Lease, as incorporated herein, and to submit to Sublandlord and to Master Landlord the plans, documents and other items described therein or otherwise required by Master Landlord thereunder. Subtenant further agrees to obtain both Sublandlord’s and Master Landlord’s prior written approval of all plans for such work and improvements, all as and to the extent required by the Master Lease, prior to commencing any work. Subtenant understands, acknowledges and agrees that it shall not be permitted to make any design changes which materially reduce the size of the Sublease Premises.

In connection with Subtenant’s proposed improvements, Sublandlord agrees to make available to Subtenant a tenant improvement allowance in the total amount of $648,900, consisting of: (a) the remaining and unused Tenant Improvement Allowance available to Sublandlord under the Master Lease, which amount Sublandlord confirms is $587,643.84 (calculated on the basis of $22.64 per sq. ft. of the Sublease Premises), and which amount shall be payable directly from Master Landlord to Subtenant pursuant to such terms and conditions as Master Landlord shall require pursuant to the Master Lease (the “Master Lease Allowance”), and (b) upon Subtenant’s written notice to Sublandlord confirming that Subtenant has spent ninety percent (90%) of the Master Lease Allowance, an additional amount of $61,256.16 (calculated on the basis of $2.39 per sq. ft. of the Sublease Premises) payable in one lump sum from Sublandlord to Subtenant (collectively, the “TI Allowance”). As described in Section 20, the portion of the TI Allowance consisting of the Master Lease Allowance shall be paid by Master Landlord directly to Subtenant in monthly installments within thirty (30) days of Subtenant’s delivery of invoices (and conditional lien waivers for its design and construction of the Tenant Improvements and unconditional lien waivers for work included in

previous draw requests), in an amount equal to the lesser of (i) a fraction of the amount requested by Subtenant in which the numerator is the amount of the Master Lease Allowance and the denominator is the estimated cost of the Tenant Improvements and (ii) the amount of the remaining Master Lease Allowance. The TI Allowance shall be paid to and may be used by Subtenant only for purposes of Subtenant’s construction, permitting and design costs associated with completion of the Tenant Improvements in the Subleased Premises (including Subtenant’s construction manager), all subject to Sublandlord’s and Master Landlord’s receipt, review and approval of all items required by the Master Lease and this Sublease. Unless otherwise provided in Master Lessor’s consent, Subtenant will have until that date which is ten (10) months after the date of Master Landlord’s consent to this Sublease within which to expend such funds and submit receipts, invoices and other evidence of such expenditures for payment of the TI Allowance, following which Subtenant acknowledges that Master Landlord has no further obligations with respect to the unused portion of the Tenant Improvement Allowance and following which Subtenant agrees Sublandlord shall have no further obligation to pay any unused portion of the Tenant Improvement Allowance. In no event shall the TI Allowance apply as a credit toward any Rent owing by Subtenant hereunder. Subtenant shall be responsible, at its sole cost and expense, for all expenses associated with completing the Tenant Improvements in excess of the TI Allowance.

Subtenant shall be responsible for obtaining approvals for and performing and completing the Tenant Improvements in compliance with all provisions of the Master Lease. Subtenant shall have the right to select the architects, engineers, contractors and subcontractors, including any specialty contractors, to construct and complete the Tenant Improvements, subject, however, to the terms of the Master Lease and to Sublandlord’s and Master Landlord’s prior written approval. Subject to Master Landlord’s approval, Sublandlord hereby approves CAC Architects and Xxxx Xxxxx Commercial Builders. PMA shall oversee the design and construction of the interior improvements on behalf of the Master Landlord, and in connection therewith, PMA shall be paid a fee chargeable against the TI Allowance in the amount of 2.65% of the utilized TI Allowance and 2.0% of any work managed by PMA on behalf of Subtenant, rather than the amount set forth in Section 8.3 of the Master Lease.

Subject to Master Landlord’s reasonable approval, Subtenant shall be permitted to install within the Sublease Premises certain specialty equipment and trade fixtures for its laboratory space, which will include, by way of example, a generator, ATS, UPS and other lab related facilities.

18. Notices. All notices, demands, statements, designations, approvals or other communications (collectively, “Notices”) given or required to be given by either party to the other hereunder or under the Master Lease or by law shall be in writing, shall be (i) sent by United States certified or registered mail, postage prepaid, return receipt requested (“Mail”), (ii) delivered by a nationally recognized overnight courier, or (iii) delivered personally. Any Notice shall be sent, transmitted, or delivered, as the case may be, to Subtenant at the appropriate address set forth below, or to such other place as Subtenant may from time to time designate in a Notice to Sublandlord, or to Sublandlord at the address set forth below, or to such other place as Sublandlord may from time to time designate in a Notice to Subtenant, or to Master Landlord at the address set forth for Master Landlord under the Master Lease, or to such other place as Master Landlord may from time to time designate in a Notice to Sublandlord (which Notice Sublandlord shall forward to Subtenant). Any Notice will be deemed given (a) three (3) business days after the date it is posted if sent by Mail, (b) the date the overnight courier delivery is made, or (c) the date personal delivery is made. As of the date of this Sublease, any Notices to Sublandlord and Subtenant must be sent, transmitted, or delivered, as the case may be, to the following addresses:

If to Sublandlord:

ARMO Biosciences, Inc.

000 Xxxxxxxxxx Xxxxx

Xxxxxxx Xxxx, XX 00000

Attn: Xxxxxx Xxxxxx, Controller

And to:

Lilly Real Estate Dept.

Lilly Corporate Center

Xxxxxxxxxxxx, XX 00000

Drop Code 2045

Attn: Xxxx Xxxxxxx

If to Subtenant:

Before Subtenant occupies the Sublease Premises:

Bolt Biotherapeutics, Inc.

000 Xxxxxxxxx Xxxxx

Xxxxxxx Xxxx, XX 00000

Attn: Chief Business Officer

After Subtenant occupies the Sublease Premises:

The Sublease Premises

Attn: Chief Business Officer

And to:

Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx

000 Xxxx Xxxx Xxxx

Xxxx Xxxx, XX 00000-0000

Attn: Real Estate Dept/SPR

If to Master Landlord:

At the addresses set forth

for notices to Master Landlord

in the Master Lease.

19. Brokers. Sublandlord and Subtenant represent and warrant to each other that, with the exception of CBRE, Inc. representing the Sublandlord, and Savills-Xxxxxxx representing the Subtenant, (collectively, “Brokers”), no brokers were involved in connection with the negotiation or consummation of this Sublease. Sublandlord agrees to pay the commission of the Brokers pursuant to a separate agreement. Each party agrees to indemnify the other, and hold it harmless, from and against any and all claims, damages, losses, expenses and liabilities (including reasonable attorneys’ fees) incurred by said party as a result of a breach of this representation and warranty by the other party.

20. Consent of Landlord. Sublandlord and Subtenant each understand, acknowledge and agree that Section 14 “Assignment and Subletting” of the Master Lease requires Sublandlord to obtain the prior written consent of Master Landlord to this Sublease. Sublandlord shall solicit Master Landlord’s consent to this Sublease, which: (a) unless waived by both parties, must include Master Landlord’s agreement to fund the remaining portion of the Tenant Improvement Allowance under the Master Lease in the amount of $587,643.84 directly to Subtenant pursuant to the provisions of Section 17 above or other reasonably acceptable mechanism, and (b) unless waived by Subtenant, must include Master Landlord’s (i) approval of Subtenant’s plans for the Tenant Improvements attached hereto as Exhibit C, (ii) approval of Subtenant’s proposed architect and contractor, (iii) agreement that such Tenant Improvements do not need to be restored or removed at the end of the Term, and that no bonds will be required, (iv) agreement that it will charge an oversight fee as described in Section 17 above rather than any amounts provided under Section 8 of the Master Lease, (v) agreement that the release and waiver of subrogation in Section 10.5 of the Master Lease applies as between Subtenant and Master Landlord, (vi) agreement to the last sentence of Section 10 above, and (vii) agreement that Master Landlord will insure and restore after a casualty (unless the Master Lease is terminated) the initial Tenant Improvements under the Master Lease, promptly following the execution and delivery of this Sublease by Sublandlord and Subtenant. In the event Master Landlord’s written consent to this Sublease, inclusive of all of the items set forth in subparts (a) and (b) (i) through (vii) above (unless waived as set forth above), has not been obtained within thirty (30) days

after the execution hereof, then this Sublease may be terminated by either party hereto upon notice to the other prior to receipt of such consent, and upon such termination neither party hereto shall have any further rights against or obligations to the other party hereto. Subtenant agrees that Sublandlord’s obtaining the Master Landlord’s prior written consent to this Sublease is a condition precedent to the commencement of this Sublease and Sublandlord’s obligations hereunder. The full execution and delivery by Master Landlord, Sublandlord and Subtenant of Master Landlord’s consent form shall be deemed the satisfaction or waiver by both parties of the items set forth in subparts (a) and (b) above.

21. Termination of the Lease. If for any reason the term of the Master Lease shall terminate prior to the Sublease Expiration Date, this Sublease shall automatically be terminated, and Sublandlord shall not be liable to Subtenant by reason thereof, unless said termination shall have been caused by the default of Sublandlord under the Master Lease or this Sublease and said Sublandlord’s default was not as a result of a Subtenant’s default hereunder.

22. Limitation of Estate. Subtenant’s estate shall in all respects be limited to, and be construed in a fashion consistent with, the estate granted to Sublandlord by Master Landlord. In the event Sublandlord is prevented from performing any of its obligations under this Sublease by a breach by Master Landlord of a term of the Master Lease, then Sublandlord’s sole obligation in regard to its obligation under this Sublease shall be to use reasonable efforts, at Subtenant’s sole cost and expense, in diligently pursuing the correction or cure by Master Landlord of Master Landlord’s breach.

23. Entire Agreement, Amendment and Waiver. The recitals and all exhibits attached hereto are incorporated herein by reference. References herein to this Sublease shall be deemed to include the recitals and all exhibits attached hereto. It is understood and acknowledged that there are no oral agreements between the parties hereto affecting this Sublease and this Sublease supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Sublandlord to Subtenant with respect to the subject matter thereof, and none thereof shall be used to interpret or construe this Sublease. This Sublease, and the exhibits and schedules attached hereto, contain all of the terms, covenants, conditions, warranties and agreements of the parties relating in any manner to the rental, use and occupancy of the Sublease Premises and shall be considered to be the only agreements between the parties hereto and their representatives and agents. None of the terms, covenants, conditions or provisions of this Sublease can be modified, deleted or added to except in writing signed by the parties hereto. All negotiations and oral agreements acceptable to both parties have been merged into and are included herein. There are no other representations or warranties between the parties, and all reliance with respect to representations is based totally upon the representations and agreements contained in this Sublease. No failure or delay by any party hereto in exercising any right, power or privilege hereunder, and no course of dealing between or among any of the parties, shall operate as a waiver of any such right, power or privilege. No waiver of any default on any one occasion shall constitute a waiver of any subsequent or other default. No single or partial exercise of any such right, power or privilege shall preclude the further or full exercise thereof.

24. Severability. If any term or provision of this Sublease or the application thereof to any person or circumstances shall, to any extent, be invalid and unenforceable, the remainder of this Sublease or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term or provision of this Sublease shall be valid and be enforced to the fullest extent permitted by law.

25. Captions. Captions to the Sections in this Sublease are included for convenience only and are not intended and shall not be deemed to modify or explain any of the terms of this Sublease.

26. Further Assurances. The parties hereto agree that each of them, upon the request of the other party, shall execute and deliver such further documents, instruments or agreements and shall take such further action that may be necessary or appropriate to effectuate the purposes of this Sublease.

27. Governing Law; Waiver of Jury Trial. This Sublease shall be governed by, construed and interpreted in accordance with the laws of the State of California without regard to its choice of law rules. Subtenant agrees to and does waive all of its rights to a jury trial as set forth in Section 29.22 “Governing Law; WAIVER OF TRIAL BY JURY” of the Master Lease, which provisions are incorporated herein by this reference.

28. Attorneys’ Fees. The terms of Section 29.21 of the Master Lease, as incorporated herein, shall apply as between Sublandlord and Subtenant.

29. Preparation of Sublease. Each party and its counsel have reviewed and revised (or requested revisions of) this Sublease and have participated in the preparation of this Sublease, and therefore any rules of construction requiring that ambiguities are to be resolved against the party which drafted this Sublease shall not be applicable in the construction and interpretation of this Sublease.

30. Counterparts. This Sublease may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

31. Authority. Subtenant hereby represents and warrants that Subtenant is a duly formed and existing entity qualified to do business in the State of California and that Subtenant has full right an authority to execute and deliver this Sublease and that each person signing on behalf of Subtenant is authorized to do so.

SIGNATURES ON FOLLOWING PAGE

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


SUBLANDLORD:

ARMO BIOSCIENCES, INC., a Delaware corporation

By:		/s/ Xxxxxxx X. Van Sueles
Name:		Xxxxxxx X. Van Sueles
Its:		Sr. Director-Strategic Real Estate
Date:		4/19/19


SUBTENANT:

BOLT BIOTHERAPEUTICS, INC., a Delaware corporation

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Its:		Chief Business Officer
Date:		18 April 2019

EXHIBIT A

COPY OF MASTER LEASE

[*To Be Attached*]

EXHIBIT A

EXHIBIT B

FF&E LIST

ARMO Biosciences, Inc.

Fixed Assets & Depreciation


Description	Vendor	InvoiceIJE Number	Invoice Date	Amount		Life in Months
15110 - Office Equipment
12 Sets NOVO workstations	Vangard Concept Offices	March 7, 2018	03/07118		15,961.78	60
12 NOVO furniture workstations	Vangard Concept Offices		04/26118		17266.79	60
Fabric for Upper section of workstations panels	Vangard Concept Offices	Prepay Fabric	04125118		4,341.46	60
Deposit for desks & other furniture	Vangard Concept Offices	Deposit 4.11.18	04111118		14,922.87	60
Conference table deposit	Vangard Concept Offices	Conf. Table Dep.	04116118		18,754.01	60
Chairs, Break Room, Reception Desk - 900 Chesapeake	Vangard Concept Offices	Deposit 5.21.18	05/21118		75,184.60	60
Desks + office furniture + conference room tables for 900 Chesapeake Deposit	Vangard Concept Offices	Prepay Workstations	05/09118		86,057.26	60
white boards - 900 Chesapeake	Vangard Concept Offices	97775	07/13118		10,762.71	60
Chairs, Break Room, Reception Desk - 900 Chesapeake	Vangard Concept Offices	97902	08101118		75,184.60	60
office furniture - 575 Chesapeake	Vangard Concept Offices	97903	08101118		15,977.77	60
Desks + office furniture + conference room tables for 900 Chesapeake	Vangard Concept Offices	97905	08/01118		86,059.69	60
New location boardroom table	Vangard Concept Offices	98161	08129118		18,754.00	60
Audio Visual for TI Build Out - new location	Access Communications, Inc.	AV2562-1	04/30118		65,618.73	60
Audio Visual for II Build Out - new location	Access Communications, Inc.	AV2562-2	07/01118		32,809.35	60
Audio Visual for II Build Out • new location	Access Communications, Inc.	AV2562-3	08114118		32,809.35	60
Server equipment PO#8017	Network Designs Integration Services Inc.	31668_R	09101118		29,262.45	60
New Office Setup & Current Office Upgrade	KalioTek	INV0016854	07/01/18		12,372.50	60

Total Office Equipment (15110)					612,099.92

TOTAL					612 099.92

EXHIBIT B

EXHIBIT C

TENANT IMPROVEMENTS

[*To Be Attached*]

EXHIBIT C

EXHIBIT D

BRITANNIA POINTE GRAND BUSINESS PARK

ENVIRONMENTAL QUESTIONNAIRE

FOR COMMERCIAL AND INDUSTRIAL PROPERTIES

(Page 1 of 7)

Tenant Name: Bolt Biotherapeutics, INC

Lease Address: 000 Xxxxxxxxxx Xxxxx, Xxxxxxx Xxxx, XX

Lease Type (check correct box – right click to properties): ☐ Primary Lease/Lessee

☒ Sublease from: Armo Biosciences, INC

Instructions: The following questionnaire is to be completed by the Lessee representative with knowledge of the planned operations for the specified building/location. Please print clearly and attach additional sheets as necessary.

1.0

PROCESS INFORMATION

Describe planned site use, including a brief description of manufacturing processes and/or pilot plants planned for this site, if any.

Cancer Research:

Synthesis of small molecules (less than 10g) and purification of these materials.

2.0

HAZARDOUS MATERIALS – OTHER THAN WASTE

Will (or are) non-waste hazardous materials be/being used or stored at this site? If so, continue with the next question. If not, go to Section 3.0.

2.1

Are any of the following materials handled on the Property? ☒ Yes ☐ No

[A material is handled if it is used, generated, processed, produced, packaged, treated, stored, emitted, discharged, or disposed.] If YES, check (right click to properties) the applicable correct Fire Code hazard categories below.


☐	Combustible dusts/fibers	☐	Explosives	☒	Flammable liquids

☐	Combustible liquids (e.g., oils)	☒	Compressed gas - inert	☒	Flammable solids/pyrophorics

☒	Cryogenic liquids - inert	☒	Compressed gas - flammable/pyrophoric	☒	Organic peroxides

☐	Cryogenic liquids - flammable	☐	Compressed gas - oxidizing	☒	Oxidizers - solid or liquid

☐	Cryogenic liquids - oxidizing	☐	Compressed gas - toxic	☒	Reactives - unstable or water reactive

☒	Corrosives - solid or liquid	☐	Compressed gas - corrosive	☐	Toxics - solid or liquid

2-2.

For all materials checked in Section 2.1 above, please list the specific material(s), use(s), and quantities of each used or stored on the site in the table below; or attach a separate inventory. NOTE: If proprietary, the constituents need not be named but the hazard information and volumes are required.


		EXHIBIT D		Britannia Pointe Grand Limited Partnership [Britannia Pointe Grand Business Park]

EXHIBIT D

BRITANNIA POINTE GRAND BUSINESS PARK

ENVIRONMENTAL QUESTIONNAIRE

FOR COMMERCIAL AND INDUSTRIAL PROPERTIES

(Page 2 of 7)

Material/Chemical

Physical State

(Solid, Liquid, or

Gas)

Container Size

Number of
Containers Used &
Stored

Total Quantity

Units (pounds for
solids, gallons or
liters for liquids, &

See Attached Excel Document

2-3.

Describe the planned storage area location(s) for the materials in Section 2-2 above. Include site maps and drawings as appropriate.


		EXHIBIT D		Britannia Pointe Grand Limited Partnership [Britannia Pointe Grand Business Park]

EXHIBIT D

BRITANNIA POINTE GRAND BUSINESS PARK

ENVIRONMENTAL QUESTIONNAIRE

FOR COMMERCIAL AND INDUSTRIAL PROPERTIES

(Page 3 of 7)

All Chemical Storage will be within the Chemistry Lab.

•

Flammable Liquids (Red/orange): Chemical Storage Cabinet/under fume hood storage

•

Compressed Gases (orange): in cabinet below fume hood

•

Corrosives solid (green): under counter storage cabinets

•

Compressed Gases Inert (pink): double braced at end of bench

•

Flammable solids (purple): explosion proof freeze/fridge

•

Oxidizers(purple): Freezer with secondary container only for oxidizers

•

Reactives (purple): Refrigerator or cabinet with secondary container only for reactives

•

Dry Chemicals (pink): above benches on shelves

2-4.

Other hazardous materials. Check below (right click to properties) if applicable. NOTE: If either of the latter two are checked (BSL-3 and/or radioisotope/radiation), be advised that not all lease locations/cities or lease agreements allow these hazards; and if either of these hazards are planned, additional information will be required with copies of oversight agency authorizations/licenses as they become available.


☒		Risk Group 2/Biosafety Level-2 Biohazards		☐		Risk Group 3/Biosafety Level-3 Biohazards		☐		Radioisotopes/Radiation

3.0

HAZARDOUS WASTE (i.e. REGULATED CHEMICAL WASTE)

Are (or will) hazardous wastes (be) generated? ☒ Yes ☐ No

If YES, continue with the next question. If not, skip this section and go to section 4.0.

3.1

Are or will any of the following hazardous (CHEMICAL) wastes generated, handled, or disposed of (where applicable and allowed) on the property?


☒	Liquids	☐	Process sludges	☐	PCBs

☒	Solids	☐	Metals	☐	wastewater


		EXHIBIT D		Britannia Pointe Grand Limited Partnership [Britannia Pointe Grand Business Park]

EXHIBIT D

BRITANNIA POINTE GRAND BUSINESS PARK

ENVIRONMENTAL QUESTIONNAIRE

FOR COMMERCIAL AND INDUSTRIAL PROPERTIES

(Page 4 of 7)

3-2.

List and estimate the quantities of hazardous waste identified in Question 3-1 above.


HAZRDOUS (CHEMICAL) WASTE GENERATED	SOURCE	WASTE TYPE		APPROX. MONTHLY QUANTITY with units	DISPOSITION (e.g., off-site landfill, incineration, fuel blending scrap metal; wastewater neutralization (onsite or off-site)
HAZRDOUS (CHEMICAL) WASTE GENERATED	SOURCE	RCRA listed (federal)	Non-RCRA (California ONLY or recycle	APPROX. MONTHLY QUANTITY with units
Mixed Organics	Synthesis purification of organic products	☒	☐	30 gal	Incineration via ACT

H/FPLC Waste	Acetonitrile/water used to purify organics products	☒	☐		Incineration via ACT

Solid Waste	Inorganics and Neutralized organics	☒	☐		Landfill via ACT

		☐	☐

		☐	☐

3-3.

Waste characterization by: Process knowledge ☒ EPA lab analysis ☐ Both ☐

3-4.

Please include name, location, and permit number (e.g. EPA ID No.) for transporter and disposal facility if applicable. Attach separate pages as necessary. If not yet known, write “TBD.”


Hazardous Waste Transporter/disposal Facility Name	Facility Location	Transporter (T) o Disposal (D) Facility	Permit Number
Advanced Chemical Transport (ACTenviro)	000 Xxxxxx Xxxx, Xxx Xxxx, XX 00000-0000	T	CAR000070540

Advanced Chemical Treatment	0000 Xxxxx Xxxx XX, Xxxxxxxxxxx, XX, 00000	D	NMD002208627

3-5.

Are pollution controls or monitoring employed in the process to prevent or minimize the release of wastes into the environment? NOTE: This does NOT mean fume hoods; examples include air scrubbers, cyclones, carbon or HEPA filters at building exhaust fans, sedimentation tanks, pH neutralization systems for wastewater, etc.

☐ Yes ☒ No

If YES, please list/describe:


		EXHIBIT D		Britannia Pointe Grand Limited Partnership [Britannia Pointe Grand Business Park]

EXHIBIT D

BRITANNIA POINTE GRAND BUSINESS PARK

ENVIRONMENTAL QUESTIONNAIRE

FOR COMMERCIAL AND INDUSTRIAL PROPERTIES

(Page 5 of 7)

4.0

OTHER REGULATED WASTE (i.e. REGULATED BIOLOGICAL WASTE referred to as “Medical Waste” in California)

4-1.

Will (or do) you generate medical waste? ☒ Yes ☐ No If NO, skip to Section 5.0.

4-2.

Check the types of waste that will be generated, all of which fall under the California Medical Waste Act:


☒	Contaminated sharps (i.e., if contaminated with ³ Risk Group 2 materials)	☒	Animal carcasses	☐	Pathology waste known or suspected to be contaminated with ³ Risk Group 2 pathogens)

☒	Red bag biohazardous waste (i.e., with ³ Risk Group 2 materials) for autoclaving	☒	Human or non-human primate blood, tissues, etc. (e.g., clinical specimens)	☐	Trace Chemotherapeutic Waste and/or Pharmaceutical waste NOT otherwise regulated as RCRA chemical waste

4-3.

What vendor will be used for off-site autoclaving and/or incineration?

Advanced Chemical Transport/Treatment (ACT)

4-5.

Do you have a Medical Waste Permit for this site? ☒ Yes ☐ No, not required.

☐ No, but an application will be submitted.

5.0

UNDERGROUND STORAGE TANKS (USTS) & ABOVEGROUND STORAGE TANKS (ASTS)

5-1.

Are underground storage tanks (USTs), aboveground storage tanks (ASTs), or associated pipelines used for the storage of petroleum products, chemicals, or liquid wastes present on site (lease renewals) or required for planned operations (new tenants)? ☐ Yes ☒ No

NOTE: If you will have your own diesel emergency power generator, then you will have at least one AST!

[NOTE: If a backup generator services multiple tenants, then the landlord usually handles the permits.]

If NO, skip to section 6.0. If YES, please describe capacity, contents, age, type of the USTs or ASTs, as well any associated leak detection/spill prevention measures. Please attach additional pages if necessary.


UST or AST		Capacity (gallons)		Contents		Year Installed		Type (Street, Fiberglass, etc.)		Associated Leak Detection / Spill Prevention Measures*

*NOTE: The following are examples of leak detection / spill prevention measures: integrity testing, inventory reconciliation, leak detection system, overfill spill protection, secondary containment, cathodic protection.

5-2.

Please provide copies of written tank integrity test results and/or monitoring documentation, if available.

5-3.

Is the UST/AST registered and permitted with the appropriate regulatory agencies? ☐ Yes ☐ No, not yet


		EXHIBIT D		Britannia Pointe Grand Limited Partnership [Britannia Pointe Grand Business Park]

EXHIBIT D

BRITANNIA POINTE GRAND BUSINESS PARK

ENVIRONMENTAL QUESTIONNAIRE

FOR COMMERCIAL AND INDUSTRIAL PROPERTIES

(Page 6 of 7)

If YES, please attach a copy of the required permit(s). See Section 7-1 for the oversight agencies that issue permits, with the exception of those for diesel emergency power generators which are permitted by the local Air Quality District (Bay Area Air Quality Management District = BAAQMD; or San Diego Air Pollution Control District = San Diego APCD).

5-4.

If this Questionnaire is being completed for a lease renewal, and if any of the USTs/ASTs have leaked, please state the substance released, the media(s) impacted (e.g., soil, water, asphalt, etc.), the actions taken, and all remedial responses to the incident.

5-5.

If this Questionnaire is being completed for a lease renewal, have USTs/ASTs been removed from the Property?

☐ Yes ☐ No

If YES, please provide any official closure letters or reports and supporting documentation (e.g., analytical test results, remediation report results, etc.).

5-6.

For Lease renewals, are there any above or below ground pipelines on site used to transfer chemicals or wastes?

☐ Yes ☐ No

For new tenants, are installations of this type required for the planned operations? ☐ Yes ☐ No

If YES to either question in this section 5-6, please describe.

6.0

ASBESTOS CONTAINING BUILDING MATERIALS

Please be advised that an asbestos survey may have been performed at the Property. If provided, please review the information that identifies the locations of known asbestos containing material or presumed asbestos containing material. All personnel and appropriate subcontractors should be notified of the presence of these materials, and informed not to disturb these materials. Any activity that involves the disturbance or removal of these materials must be done by an appropriately trained individual/contractor.

7.0

OTHER REGULATORY PERMITS/REQUIREMENTS

7-1.

Does the operation have or require an industrial wastewater permit to discharge into the local National Pollutant Discharge Elimination System (NPDES)? [Example: This applies when wastewater from equipment cleaning is routed through a pH neutralization system prior to discharge into the sanitary or lab sewer for certain pharmaceutical manufacturing wastewater; etc.] Permits are obtained from the regional sanitation district that is treating wastewater.

☐ Yes ☒ No ☐ No, but one will be prepared and submitted to the Landlord property management company.

If so, please attach a copy of this permit or provide it later when it has been prepared.

7-2.

Has a Hazardous Materials Business Plan (HMBP) been developed for the site and submitted via the State of California Electronic Reporting System (CERS)? [NOTE: The trigger limits for having to do this are ☐200 cubic feet if any one type of compressed gas(except for carbon dioxide and inert simple asphyxiant gases, which have a higher trigger limit of 21 1,000 cubic feet); 21 55 gallons if any one type of hazardous chemical liquid; and 21500 pounds of any one type of hazardous chemical solid. So a full-sixe gas cylinder and a 260-liter of liquid nitrogen are triggers! Don’t forget the diesel fuel in a backup emergency generator if the diesel tank size is 21 55 gallons and it is permitted under the tenant (rather than under the landlord).] NOTE: Each local Certified Unified Program Agency (CUPA) in California governs the HMBP process so start there. Examples: the CUPA for cities in San Mateo County is the County Environmental Health Department; the CUPA for the City of Hayward, CA is the Hayward Fire Department; the CUPA for Mountain View is the Mountain View Fire Department; and, the CUPA for San Diego is the County of San Diego Hazardous Materials Division (HMD),

☐ Yes ☐ No ☒ No, but one will be prepared and submitted, and a copy will be provided to the landlord property management company.

If one has been completed, please attach a copy. Continue to provide updated versions as they are completed. This is a legal requirement in that State law requires that the owner/operator of a business located on leased or rented real property shall notify, in writing, the owner of the property that the business is subject to and is in compliance with the Hazardous Materials Business Plan requirements (Health and Safety Code Chapter 6.95 Section 25505.1).


		EXHIBIT D		Britannia Pointe Grand Limited Partnership [Britannia Pointe Grand Business Park]

EXHIBIT D

BRITANNIA POINTE GRAND BUSINESS PARK

ENVIRONMENTAL QUESTIONNAIRE

FOR COMMERCIAL AND INDUSTRIAL PROPERTIES

(Page 1 of 7)

7-3.

NOTE: Please be advised that if you are involved in any tenant improvements that require a construction permit, you will be asked to provide the local city with a Hazardous Materials Inventory Statement (HMIS) to ensure that your hazardous chemicals fall within the applicable Fire Code fire control area limits for the applicable construction occupancy of the particular building. The HMIS will include much of the information listed in Section 2-2. Neither the landlord nor the landlord’s property management company expressly warrants that the inventory provided in Section 2-2 will necessarily meet the applicable California Fire Code fire control area limits for building occupancy, especially in shared tenant occupancy situations. It is the responsibility of the tenant to ensure that a facility and site can legally handle the intended operations and hazardous materials desired/ needed for its operations, but the landlord is happy to assist in this determination when possible.

CERTIFICATION

I am familiar with the real property described in this questionnaire. By signing below, I represent and warrant that the answers to the above questions are complete and accurate to the best of my knowledge. I also understand that Lessor will rely on the completeness and accuracy of my answers in assessing any environmental liability risks associated with the property.

Signature: Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title: Facilities Manager

Date: 2/15/2019

Telephone: 000-000-0000


		EXHIBIT D		Britannia Pointe Grand Limited Partnership [Britannia Pointe Grand Business Park]

EXHIBIT D


NFPA

Flammability	4	Will rapidly or completely vaporize at normal atmospheric pressure and temperature, or is readily dispersed in air and will burn readily (e.g. acetylene, propane, hydrogen gas). Includes pyrophonic substances. Flash point below room temperature at 22.8 °C (73 °F)
	3	Liquids and solids (including finely divided suspended solids) that can be ignited under all ambient temperature conditions (e.g. gasoline, acetone). Liquids having a flash point below 22.8 °C (73 °F) and having a boiling point at or above 37.8 C (100 F) or having a flash point between 22.8 and 37.8 °C (73 and 100 °F).
	2	Must be moderately heated or exposed to relatively high ambient temperature before ignition can occur (e.g. diesel fuel, paper, sulfur) and multiple finely divided suspended solids that do not require heating before ignition can occur. Flash point between 37.8 and 93.3 °C (100 and 200 °F).
	1	Materials that require considerable preheating, under all ambient temperature conditions before ignition and combustion can occur (e.g. mineral oil, ammonia). Includes some finely divided suspended solids that do not require heating before ignition can occur. Flash point at or above 93.3 °C (200 °F).
	0	Materials that will not burn under typical fire conditions (e.g. Carbon tetrachloride). Including intrinsically noncombustible materials such as concrete, stone, and sand. Materials that will not burn in air when exposed to a temperature of 820 °C (1,500 °F) for a period of 5 minutes.

Health	4	Very short exposure could cause death or major residual injury (e.g. hydrogen cyanide, phosgene, methyl isocyanate, hydrofluoric acid)
	3	Short exposure could cause serious temporary or moderate residual injury (e.g. liquid hydrogen, carbon ____________, calcium ____________, ____________ acid)
	2	Intense or continued but not chronic exposure could cause temporary incapacitation or possible residual injury (e.g. diethyl ether, ammonium phosphate, iodine)
	1	Exposure would cause irritaiton with only minor residual injury (e.g. acetone, sodium ____________, postassium chloride)
	0	Poses no health hazard, no precautions necessary and would offer no hazard beyond that of ordinary combustible

Reactivity	4	Readily capable of detonation or explosive decomposition at normal temperatures and pressures (e.g. nitroglycerin, chlorine dioxide, nitrogen ____________, chlorine trifluoride)
	3	Capable of detonation or explosive decomposition but requires a strong initiating source, must be healed under confinement before irritation, reacts explosively with water, or will detonate if severely shocked (e.g. ammonium nitrate, caesium, hydrogen peroxide)
	2	Undergoes violent chemical change at elevated temperatures and pressures, reacts violently with water, or may form explosive mixtures with water (e.g. white phosphorous, potassium, sodium)
	1	Normally stable, but can become unstable at elevated temperatures and pressures (e.g. propene)
	0	Normally stable, even under fire exposure conditions, and is not reactive with water (e.g. helium, N ₂)

Special	Ox	Oxidizer, allows chemicals to burn without an air supply (e.g. potassium perchlorate, ammonium nitrate, hydrogen peroxide).
	W	Reacts with water in an unusual or dangerous manner (e.g. caesium, sodium, sulfuric acid).
	SA	Simple ____________, gas. (e.g. hydrogen, nitrogen, helium, neon, argon, krypton, xenon).
	COR	Corrosive; strong acid or base (e.g. sulfuric acid, potassium hydroxide)
	ACID	)
	ALK	Alkaline
	BIO	Biological hazard (e.g. flu virus, rabies virus)
	POI	Poisonious (e.g. ____________, alpha-____________)
	RAD	Radioactive (e.g. plutonium, cobalt-_____)
	CRYO	Cryogenic (e.g. liquid nitrogen)


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