Lease Agreement, dated October 15, 2021, by and between Acer Therapeutics Inc. and Commonwealth Development LLC, as trustee of the Gateway Realty Trust

In Article 1.0, “REFERENCE DATA”, the definition of the defined term “Term Expiration Date:” shall be amended to read as follows:

"December 31, 2022"

The “Amendment Two Elimination Space” shall be approximately 2,760 rentable square feet on the third floor of the Building, the “Existing Space” as defined in Amendment One.  The “Amendment One Expansion Space” shall be approximately 1,600 square feet of rentable area, also on the third floor of the Building as “Amendment One Expansion Space” is defined in Amendment One.

The “Amendment Two Elimination Date” shall be May 31, 2022.

Effective on the Amendment Two Elimination Date, the Premises shall include only the Amendment One Expansion Space and the Term shall be deemed to have expired with respect to the Amendment Two Elimination Space as if the Amendment Two Elimination Date were, with respect to the Amendment Two Elimination Space, the Term Expiration Date set forth in the Lease.  Effective on the Amendment Two Elimination Date, Tenant shall have vacated the Amendment Two Elimination Space and the terms of the Lease applicable with respect to vacating the Premises and the condition of the Premises at the expiration of the Term, shall apply with respect to the Amendment Two Elimination Space.  With respect to Article 14.0, "HOLDOVER", for the purpose of calculating Rent payable with respect to the Amendment Two Elimination Space during a holdover period (which Rent shall be in addition to all other Rent), the “Rent and other sums payable under this Lease as of the last day of the Term of this Lease” shall be deemed to be the “Rent and other sums payable under this Lease as of the last day of the Term of this Lease” applicable for the Amendment One Expansion Space, prorated and scaled on a per-square-foot basis to reflect the size of the Amendment Two Elimination Space as applicable.

Effective from and after the Amendment Two Elimination Date the Premises shall include only the Amendment One Expansion Space, a total of approximately 1,600 square feet of rentable area on the third floor of the Building.

Effective from and after the Amendment Two Elimination Date, Exhibit A to the Lease shall include only Exhibit A attached to Amendment One.

Effective from and after the Amendment Two Elimination Date, the definition of the defined term “Premises:” in Article 1.0, "REFERENCE DATA" shall be amended to read:

“Approximately 1,600 square feet of rentable area (the calculation of “rentable” area includes an allocation of the Building’s common areas) on the third floor of the Building, as more fully described in the Article of this Lease entitled “DESCRIPTION OF PREMISES”.”

Effective from and after the Amendment Two Elimination Date, Tenant shall pay Annual Base Rent with respect to the Amendment One Expansion Space in accordance with the following table:

Effective from and after the Amendment Two Elimination Date, no further Rent shall accrue with respect to the Amendment Two Elimination Space; provided, however, Tenant shall remain liable for all Rent and other obligations accruing prior to the Amendment Two Elimination Date as well as such other Tenant obligations which by their nature arise after the expiration of the Term, including, without limitation, damage to the Amendment Two Elimination Space and claims arising with respect to the Amendment Two Elimination Space against which Tenant has indemnified Landlord.

Effective from and after the Amendment Two Elimination Date, the definition of the defined term “Security Deposit:” in Article 1.0 of the Lease, “REFERENCE DATA”, shall be amended to read:

“$10,620.00”

In the event the amount of the Security Deposit then held exceeds such amount, such excess shall, at Landlord’s election, be promptly refunded to Tenant or credited to the account of Tenant.

Effective from and after the Amendment Two Elimination Date, the definition of the defined term, “Tenant's Proportionate Share of Operating Expenses:”, in Article 1.0 of the Lease, "REFERENCE DATA" shall be amended to read:

“1.01%”

Effective from and after the Amendment Two Elimination Date, the definition of the defined term, “Tenant's Proportionate Share of Real Estate Taxes:”, in Article 1.0 of the Lease, "REFERENCE DATA" shall be amended to read:

“0.92%”

Effective from and after the Amendment Two Elimination Date, the definition of the defined term, “Parking Spaces:”, in Article 1.0 of the Lease, “REFERENCE DATA”, shall be amended to read:

“3 Spaces in the Parking Areas”

Tenant represents and warrants that, with respect to this Amendment, it has not directly or indirectly dealt with any broker.  Tenant agrees to save harmless and indemnify Landlord against any claims for a commission or other fee by any broker, person or firm whom the Tenant has dealt with in connection with this Amendment.

Except as herein amended, all terms, conditions, covenants, agreements and provisions of the Lease shall remain in full force and effect.