Second Amendment to Lease
Exhibit 10.16
Second Amendment to Lease
THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) dated November 21, 2022, (“Effective Date”) by and between 195 Church Street Associates, LLC, a Connecticut limited liability corporation ("Landlord") and Trevi Therapeutics, Inc. ("Tenant").
WHEREAS, Xxxxxxxx entered into a certain Indenture of Lease with Tenant dated February 6th, 2013 (the “Original Lease”) and with respect to certain office space located on the 14th floor of the Building comprised of 3,387 rentable square feet (the “Original Premises”).
WHEREAS, Xxxxxxxx entered into a certain First Amendment to Lease with Tenant dated December 5th, 2017 (the “First Amendment”) and with respect to adding the Expansion Space to the Original Premises for a total Demised Premises of 5,563 rentable square feet (the “14th Floor Premises”) and extending the Term to February 28, 2023 (the “Current Termination Date”).
WHEREAS, Landlord and Tenant wish to amend the Lease with regard to the size and location of the Demised Premises, the Term of the Lease, the fit up amount, the Fixed Rent, and the percentage of total rentable space.
NOW THEREFORE, in consideration of the terms and conditions of the Lease and the mutual covenants contained therein and herein, each of the parties hereto agrees as follows:
As of the Expansion Space Commencement Date and continuing for the remainder of the Extended Term, the “Demised Premises”, as such term is used in the Original Lease, shall include the entirety of the 16th floor of the Building, which Landlord represents is 12,500 rentable square feet measured pursuant to ANSI/BOMA Z65.1-2017 (“BOMA”) and as shown on Exhibit A attached hereto (the “Expansion Space”) (collectively, the “Demised Premises”). Landlord shall deliver to Tenant exclusive possession of the Expansion Space on the Expansion Space Commencement Date in the condition required hereunder. If any portion of the Expansion Space is ready for occupancy prior to the Expansion Space Commencement Date, Tenant will be permitted access to same without being obligated to
pay Fixed Rent or any additional rent therefor (except for electric costs as herein limited) until the Expansion Space Commencement Date, but subject to all other terms and covenants of the Lease. Landlord hereby warrants and represents that, as of the Expansion Space Commencement Date (or on such earlier date that Landlord delivers exclusive occupancy of the Expansion Space to Tenant), all of which shall be the “Expansion Conditions”: (a) the Expansion Space shall be vacant, broom-clean and ready for Tenant’s exclusive occupancy; (b) Landlord’s Work (as herein defined) shall be substantially completed such that a final and unconditional certificate of completion permitting lawful occupancy has been duly issued, and such that Tenant may reasonably commence its business operations, subject only to punch list items that do not interfere with Tenant’s business and shall be completed within thirty (30) days of the date of substantial completion; (c) all mechanical, electrical, plumbing, HVAC and life safety equipment and utility systems serving the Expansion Space shall be in good working order; (d) the Demised Premises shall be structurally sound and “water-tight”; (e) Tenant’s access to the Demised Premises shall be reasonably secure and unimpeded; and (f) the Demised Premises shall be in compliance with all applicable laws, codes, statutes, ordinances, guidelines, rules, and regulations. Landlord’s warranties and representations under this Paragraph shall survive the commencement of the Extended Term.
After the Expansion Space Commencement Date, Article 37 shall not be applicable to the 14th Floor Premises and Tenant shall reasonably promptly relocate its personal property to the Demised Premises. If Tenant fails to vacate the 14th Floor Premises within fifteen (15) business days of the Expansion Space Commencement Date, Tenant shall be obligated to continue to pay Rent for such space until it is vacated at the same rate as is required for the 14th Floor Premises in the Lease for the monthly period immediately preceding the Expansion Space Commencement Date. The Renewal Options shall be available at the end of the Extended Term pursuant to compliance with Section 29.01, as amended by this Second Amendment.
“Tenant shall have the option to terminate this Lease provided that Tenant shall not at the time of the exercise of the hereinafter described option, be in default of any of the terms, covenants or conditions to be kept and performed on the part of Tenant under this Lease beyond applicable notice and cure periods. Such termination shall be effective on the last day of the thirty sixth (36th) month of the Extended Term (the “Termination Date”). To exercise this option to terminate, Tenant shall provide written notice to Landlord no later than the first day of the thirty-first (31st) month of the Extended Term and such notice shall be accompanied by a sum equal to three (3) months Fixed Rent at the then current rate, which is $90,249.99 and the unamortized Tenant Improvement Allowance of $670,000.00, unamortized brokerage fees (which at the time of signing of this amendment have not been calculated), and all free rent totaling $111,035.00. On or before the Termination Date, Xxxxxx shall surrender possession of the Demised Premises to Landlord; time is of the essence in all respects of Tenant’s obligations under this Section 1.04.”
Landlord shall, on or before the thirtieth (30th) day following the Effective Date, submit to Tenant for Tenant’s written approval final and complete dimensioned and detailed plans and specifications of partition layouts (including openings), colors, and per Tenant’s furniture plan, including any and all budget information as may be reasonably necessary to determine the budget in connection with Landlord’s Work (such plans and specifications are collectively referred to herein as the “Plans”). Landlord shall submit the Plans to Tenant in form, quality and quantity acceptable for the purposes of filing for a building permit with the Building Department of the City of New Haven, and such plans shall be signed and sealed by an architect licensed in the State of Connecticut. After receipt of the Plans, Tenant shall either approve in writing the Plans or designate by notice to Landlord the specific design or cost changes required to be made to the Plans which would result in its approval of the Plans. Landlord shall cause its architect to make the changes required by Xxxxxx and deliver revised Plans to Tenant for approval within five (5) business days of receipt of Tenant’s notice. This procedure shall be repeated until the Plans are approved in writing by Tenant. The existing mechanicals, electrical circuitry plans, ceiling and lighting shall remain and be modified by Landlord as part of the Landlord’s Work.
Months |
Per Square Foot |
Annual Rent |
Monthly Rent |
1-12 |
$27.50 |
$275,000 |
$22,916.67 |
Based on a 10,000 square foot Premises (i.e., free rent of $68,750) |
|||
13-24 |
$28.19 |
$310,090 |
$25,840.83 |
Based on a 11,000 square foot Premises (i.e., free rent of $42,285) |
|||
25-36 |
$28.89 |
$361,125 |
$30,093.75 |
37-48 |
$29.61 |
$370,125 |
$30,843.75 |
49-60 |
$30.35 |
$379,375 |
$31,614.58 |
Notwithstanding anything to the contrary in the Lease, in all years of the Extended Term all rents are quoted exclusive of pro rata share of electric costs. Tenant shall be responsible for additional rent for its proportionate share of all electric costs, said share not to exceed $31,250.00 per year.
“Subject to the provisions herein, effective as of the Expansion Space Commencement Date, Tenant shall pay the amount equal to 5.1% (the percentage of total rentable space in the Building leased by Tenant hereunder) of the amount by which Building Operating and real-estate taxes paid or incurred by Landlord during any calendar year during the Extended Term hereof exceed Operating Expenses for the base year. Landlord represents that the total rentable area of the Building measures 245,000 rentable square feet per BOMA. The “base year” shall be the calendar year ending December 31, 2023. Notwithstanding anything to the contrary in the foregoing, Tenant’s pro rata share of electric costs shall not exceed $31,250.00 for each year of the Extended Term and the Additional Renewal Term.”
“Costs (including applicable taxes) for electricity and other utilities provided that Tenant’s pro rata share of electric costs shall not exceed $31,250.00 for any year of the Extended Term.”
“Landlord shall make its best efforts to provide 25 parking spaces for Tenant’s use in the Connecticut Financial Center parking garage located adjacent and below the Building at current market rates per space and at Tenant’s sole cost. Including in such parking allocation, Landlord shall provide four (4) spaces located on level P2 of said garage. Tenant shall pay for said spaces, at its sole cost and expense, directly to the garage operator.
.
“Effective as of the Expansion Space Commencement Date, if, immediately prior to the expiration of the Extended Term provided in Article 1, this Lease (for purposes of this Article 29 only, the “Term” is hereinafter called the “Extended Term”) shall be in full force and effect and provided Tenant not less than nine (9) months prior to the expiration of the Extended Term shall have given Landlord written notice of Tenant's interest in renewing this Lease, and upon receipt of such valid notice, the lease term shall be extended for a further term of five (5) years (hereinafter called the "Additional Renewal Term") commencing upon the expiration of the Extended Term and ending on the day preceding the fifth (5th) anniversary of the commencing of the Additional Renewal Term, consistent with the terms of this Lease, as amended, other than Fixed Rent which shall be at the Fair Rental Value as described in the remainder of this Section 29.01 and the base year which shall be the first calendar year of the Additional Renewal Term. ”
IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of the day and year first above written
LANDLORD: TENANT:
000 XXXXXX XXXXXX XXXXXXXXXX, LLC TREVI THERAPEUTICS, INC.
BY: /s/ Xxxx Xxxx_____________________ BY: /s/ Xxxx Xxxxxxx __________
Name: Xxxx Xxxx Name: Xxxx Xxxxxxx
ITS: Manager ITS: Authorized Signatory
Date: 11/21/2022 Date: 11/21/2022
EXHIBIT A
FLOOR PLAN
EXHIBIT B
PLANS & SPECIFICATIONS
4895-9289-7840, v. 9