Contract
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1 Exhibit 10.13 THIRD AMENDMENT TO LEASE AGREEMENT THIS THIRD AMENDMENT TO LEASE AGREEMENT (the “Third Amendment”) is made as of the 31st day of May, 2018, by and between Xxxxxxx Lender Associates, L.P., (“Landlord”), and Xxxxxxx Biotech Inc. (“Tenant”). WITNESSETH: WHEREAS, by Lease dated May 26, 2016 (the “Original Lease”), as amended by First Amendment to Lease Agreement dated July 26, 2016 and Second Amendment to Lease Agreement dated February 27, 2017 (the "Second Amendment") (the Original Lease as amended, collectively, the "Lease"), Landlord currently leases to Tenant and Tenant currently leases from Landlord certain premises consisting of approximately 5,065 rentable square feet (the “Current Premises”) located on the 7th Floor of the building known as 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx (the “Building”); and WHEREAS, Landlord and Tenant now desire to amend the Lease so as to (i) expand the Current Premises by approximately 5,913 rentable square feet of area (the "Expansion Space") thereby increasing Tenant's rentable area in the Building to a total of 10,978 rentable square feet; (ii) extend the term of the Lease; (iii) provide for updates and refurbishment of the Current Premises; and, (iv) modify certain other terms of the Lease, all in accordance with the terms and provisions hereof. NOW THEREFORE, the parties hereto, in consideration of the mutual premises contained herein, and intending to be legally bound hereby, do covenant and agree as follows: 1. Recitals. The foregoing preamble is incorporated by reference herein as if set forth at length. Capitalized terms not otherwise defined shall have the meaning given to such terms in the Lease. All references herein to the Lease shall include this Third Amendment. 2. Expansion of Current Premises; Expansion Space Commencement Date. (a) Effective as of the Expansion Space Commencement Date (as defined below), the Premises shall be amended to comprise, in addition to the Current Premises, the Expansion Space, (consisting of approximately 5,913 rentable square feet of area on the 7th Floor of the Building), for a total of 10,978 rentable square feet of area, as outlined on Exhibit “A” attached hereto and made a part hereof. Accordingly, effective as of the Expansion Space Commencement Date (as defined below), the “Premises” shall mean a total of 10,978 rentable square feet of area on the 7th Floor of the Building, as described on Exhibit “A”. (b) Expansion Space Commencement Date. The Term of the Lease for the Expansion Space and Tenant’s obligation to pay Fixed Rent and additional rent for the Expansion Space shall commence on the date of November 1, 2018 (the “Expansion Space Commencement Date”) 3. Extended Term of Lease for Premises. The Term of the Lease for the Premises is hereby extended for an additional period of seven (7) years and four (4) months (the “Extended Term”), commencing on the Expansion Space Commencement Date and ending on February 28, 2026 (the "Expiration Date"). 4. Tenant’s Share; Tenant's Percentage; Base Year. (a) Commencing as of the Expansion Space Commencement Date, “Tenant’s Percentage” as defined in Paragraph 1.L. of the Original Lease and "Tenant's Share", as defined in Paragraph 4.A.(ii) of the Original Lease shall mean “4.85%”, and all references in the Lease to “Tenant’s Share” and "Tenant's Percentage" shall mean “4.85%”.
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7 IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Lease Agreement on the day and year first above written. LANDLORD: XXXXXXX LENDER ASSOCIATES, LP, a Pennsylvania Limited Partnership By: XXXXXXX LENDER PROPERTIES, LLC, a Pennsylvania Limited Liability Company, its General Partner By: /s/ Xxxxx xxxxx Name: Xxxxx Xxxxx Title: Chief Operating Officer TENANT: XXXXXXX BIOTECH INC., a Delaware Company By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer
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EXHIBIT A
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11 EXHIBIT B LANDLORD’S EXPANSION SPACE WORK Landlord will deliver the Expansion Premises in shell condition with the following work Complete: • The ceiling, lighting, flooring, base and any interior wall will be removed. • All electrical will be removed back to the junction box. • VAV boxes, sprinkler lines will remain.
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12 Exhibit C Landlord’s Existing Space Work Entrance Doors: Existing entry doors shall remain. Demising Partitions: Drywall construction consisting of 3-5/8" steel studs 24" off center with one layer 5/8" gypsum wall board on each side of steel stud. Partitions shall extend to underside of structure and shall include sound attenuating batt insulation. Interior Partitions: Drywall construction consisting of 3-5/8" steel studs at 24" on-center with one layer 5/8" wall board on each side extending 6 inches through the acoustical ceiling grid to separate room from open ceiling area. Partitions shall include sound attenuating batt insulation. Interior Doors & Glass Sidelites/ Glass Partitions: New 7’ solid core wood veneer stained doors (stain color T.B.D.) with hollow metal door jambs shall be installed for Conference Room, Two Small Offices and single Office. Provide tempered glass partition Two Small Offices and single Office. Glass partitions shall have 1” top and bottom channel with clear glass caulked into opening and between glass panes. Office doors and Conference Rooms shall receive tempered glass lite. All doors shall have building standard non-locking stainless steel lever pulls, except for wood entrance doors and Storage Rooms. Notwithstanding the forgoing, Tenant shall indicate which, if any, doors need locking mechanisms. Ceilings: Existing ceilings shall be removed in Open Café, Open Office, Office and Small Offices. No new acoustical ceilings will be installed. Structural deck shall be exposed along with ductwork, conduit, wires, cabling, support items, etc.- all will be painted. Lighting:
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13 Lighting in Office area shall receive Finelite Series 16 LED direct/ indirect linear pendant fixtures. New undercabinet LED strip lighting shall be installed on one wall of casework within Existing Lab. Existing direct/ indirect linear pendant fixtures in the Lab shall be relamped with new brighter LED lamps. Carpet: Carpet to be selected by Tenant from Building Standard Carpet Tile selections: Building Standard Carpet Tile Selections: Style Style # Style Style # basic tile 5T121 captivate tile 59554 primary tile 5T123 link tile 59105 catalyst tile 59579 linage tile 59106 hybrid tile 59580 undertone tile 5T157 transparent tile 59563 gradient tile 59534 diffuse tile 59575 simplicity tile 59344 disperse tile 59576 rotate tile 5T105 tangle tile 5T018 copy tile 5T103 tempt tile 5T019 construct tile 5T104 shine tile 59328 prisma tile 59463 glimmer tile 59329 connect tile 59342 clear tile 59564 color form tile 5T112 centric tile 5T124 augment tile 5T064 surround tile 5T125 hype tile 5T065 allure tile 59327 peto II 26 tile 59371 glaze tile 59562 repartee tile 59387 reverse tile 5T069 color frame tile 5T081 shape tile 5T070 mirror image tile 59466 direction tile 5T071 focus tile 59455 vast tile 5T009 emotion tile 59343 infinite tile 5T010 balance tile 59340 scape tile 5T080 beam of light tile 59465 realm tile 5T078 applied tile 5T004 momentum iv tile 59502 vibrant tile 5T001 straightforward tile 59224 visible tile 5T002 wander tile 5T039 absorbed tile 5T003 embark tile 5T040 charisma tile 59561 field tile 5T079 fringe tile 5T038 peto II 20 tile 59369 trace tile 5T005 tinge tile 5T156 sculpt tile 5T007 byline tile 59113 mesh tile 5T044 intrigue tile 59558 achromatic tile 5T107
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14 LVT Luxury Vinyl Tile shall be installed in Lunch Areas and Server Closet and in areas or in rooms (such as a section of the Training Room) as directed by tenant. Tile shall be selected from Building Standard selections: Xxxx Native Origins, Emerge, Jeogori and Crete. Lab Flooring: Existing flooring to remain in Lab. Base: New 4” vinyl base shall be installed in Office Areas in a color T.B.D. to coordinate with flooring and paint finishes. Paint: Premises shall receive two (2) coats eggshell finish in colors approved by Tenant. No more than ten (10) colors shall be used within Suite Premises. Casework: New plastic laminate custom casework shall installed in Open Cafe. Pulls shall be Berenson 0802-2BPN-P. New plastic laminate coat rod and shelves shall be installed in Coat Rooms. Switches: New occupancy sensor switches shall be installed in rooms and overhead occupancy sensors shall be installed in open areas and corridors. Duplex Outlets/ Floor Outlets: Provide one (1) floor outlet in each Conference room under conference room table. Install duplex outlets within partitions in all rooms and open areas to work with tenant equipment and furniture layout. Outlets shall be on common shared circuits- except for copiers, microwaves, lab equipment and refrigerators. Furniture feeds shall be installed in office area to feed workstations. Data/ Telephone Outlets: Tenant is responsible for phone and data cabling and system. Lessee-installed phone system must use fire rated telephone cable. Cabling will need to be concealed in areas receiving Open Ceilings. Window Treatment: All existing blinds shall be removed. New roller shades shall be install throughout. Plumbing: Landlord to provide and install new sink (Elkay CR2521) and faucet (American Standard 4275.551.295 with separate sprayer) in Open Cafe. Water lines shall be installed for refrigerators and dishwashers. Appliances shall be purchased by Tenant and delivered to building. HVAC: Existing ductwork shall remain and be reworked/ supplied with new as needed to work with new floor plan. Thermostats shall be placed to work with new floor plan and furniture layout. Fire Protection: Existing sprinkler system shall remain and be adjusted to work with new floor plan and new exposed ceiling. Fire Alarm system: Fire alarm locations shall be adjusted to work with new floor plan. New locations shall be coordinated with new floor plan and furniture layout.
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15 Signage: Tenant’s name shall be lettered on Building’s First Floor Directory adjacent to elevators and on the 7th Floor directory. Tenant shall be permitted to install signage either on entry doors or adjacent to entry doors. Signage needs to be reviewed and approved by Landlord prior to fabrication and installation. Notes: 1. A construction supervision fee will apply to all nonstandard work not identified as part of Exhibit C shown above. 2. No credit will be given for items listed in Exhibit C but not used on project. 3. Landlord shall provide Construction Drawings for review, approval and comment within twenty (20) business days of fully executed lease document. Construction Drawings will further detail items covered in Exhibit C of this lease and include Partition Plan, Reflected Ceiling Plan, Power and Communication Plan, Finish Plan and all necessary Interior Elevations and Details. Tenant will review Construction Drawings within five (5) business days. If Tenant does not provide any changes within five (5) business days from the date Landlord has provided these drawings to Tenant, Landlord deems the drawings approved by Tenant. Any and all changes requested by Tenant shall be consistent with this Exhibit C. 4. Equipment, furniture and workstations are shown on this drawing for reference and coordination purposes only. All equipment, furniture and workstations shall be installed at Tenant’s sole cost and expense.