Sublease Agreement between Adverum NC, LLC and Jaguar Gene Therapy, LLC, dated as of October 26, 2021

THIS AGREEMENT OF SUBLEASE (“Sublease”) made as of the 26th day of October, 2021, by and between ADVERUM NC, LLC (“Sublandlord”) and JAGUAR GENE THERAPY, LLC (“Subtenant”).

    WHEREAS, Sublandlord has leased the Premises (as hereinafter defined) from ARE-NC REGION NO. 21, LLC (the “Landlord”) pursuant to a certain Lease Agreement dated January 8, 2021, as amended by that certain First Amendment to Lease Agreement dated April 15, 2021 (as amended, the “Prime Lease”), which is incorporated herein by reference and which is attached hereto as Exhibit A. Sublandlord is referred to as the “Tenant” in the Prime Lease; and

    WHEREAS, the premises subleased hereby contain approximately 173,820 rentable square feet and constitute the entirety of that certain building located at 14 TW Alexander Drive, Durham, North Carolina, and known as the “Building.” The space subleased hereby is the same space leased to the Sublandlord under the Prime Lease and is hereinafter referred to as the “Premises.” The parties desire by this Sublease to establish the terms and conditions upon which Subtenant will sublet the Premises from Sublandlord; and

    NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:

thereunder. Sublandlord agrees that any request received by Landlord from Subtenant for additional or modified services or Landlord’s approval with respect to any matter for which Landlord’s approval is required under the Prime Lease, including without limitation, Exhibit C (Work Letter) to the Prime Lease as such Exhibit C is amended and restated by Exhibit B to the Sublease Consent (the “Revised Work Letter”), shall be deemed a request made by and from Sublandlord and shall be deemed approved by Sublandlord when delivered to Landlord, provided the notice requesting such consent is made pursuant to the terms of the Sublease Consent.

Subject to the terms of this Sublease and the Sublease Consent, Sublandlord acknowledges and agrees that Subtenant’s representative shall act pursuant to the terms of the Sublease Consent and as Sublandlord’s representative under the Revised Work Letter and shall have the limited right to act as Sublandlord to comply with Sublandlord’s obligations as “Tenant” as expressly stated under the Revised Work Letter and to receive the benefit of Sublandlord’s rights as “Tenant” under the Revised Work Letter and the Prime Lease as provided for in the Sublease Consent and herein. Upon receiving Subtenant’s written request, Sublandlord shall notify Landlord of Subtenant’s change in its representative to act as Sublandlord’s representative under the Revised Work Letter. Sublandlord shall use commercially reasonable efforts and take such further actions and assurances to enable Subtenant to receive all the rights and benefits of “Tenant” under the Revised Work Letter. Notwithstanding the foregoing, Subtenant is not being appointed as an agent for or given the authority to act as an agent of Sublandlord. Subtenant’s rights and authority to act as a representative of Sublandlord are strictly limited to those set forth in this Sublease, the Sublease Consent and the Revised Work Letter and Subtenant is not granted any express or implied authority to act on behalf of Sublandlord except as expressly set forth therein. Subtenant does not have the authority to and cannot bind Sublandlord to modifications or waivers to the terms and conditions of the Prime Lease, Sublease Consent or Revised Work Letter. Subtenant must exercise its limited authority and act in such role and capacity in a prudent and reasonable manner. In the event that Subtenant is unclear as to the scope and extent of its authority to take certain action as Sublandlord’s representative, Subtenant shall promptly request written clarification from Sublandlord prior to taking any such action.

Subtenant acknowledges that there is no privity of contract as between Landlord and Subtenant which would entitle Subtenant to directly enforce the Landlord’s obligations under the Prime Lease. Sublandlord covenants and agrees, upon written request of Subtenant, to use commercially reasonable efforts to cause Landlord to observe and perform such obligations, provided that if Landlord’s failure to observe or perform such obligations materially impairs Subtenant’s ability to use or operate in the Premises, at Subtenant’s reasonable request and pursuant to its reasonable direction, Sublandlord shall bring legal or other form of dispute resolution to enforce any remedies that Sublandlord has at law or in equity. Provided that the cause of Landlord’s default is not Sublandlord’s default hereunder, Subtenant shall reimburse Sublandlord for its costs related to such enforcement and Subtenant shall indemnify, defend and hold harmless Sublandlord from and against, any and all claims, damages, judgments, suits, causes of actions, losses, liabilities, and expenses, including, without limitation, attorneys’ fees and court costs to the extent arising or resulting from Sublandlord pursuing such legal or other dispute resolution action.

Sublandlord hereby subleases the Premises to Subtenant, on the same terms and conditions upon which said Premises were leased to Sublandlord under the Prime Lease, the same as if all the terms and conditions of the Prime Lease were fully set forth herein, except as otherwise expressly set forth herein. During the term of this Sublease, and except as set forth to the contrary herein or in the Sublease Consent, Subtenant hereby assumes and agrees to make all payments as hereinafter set forth and perform and fulfill all obligations, covenants and agreements of Sublandlord under the Prime Lease, with respect to the Premises, from and after the date hereof in the same manner as if Subtenant had executed the Prime Lease as tenant on the date hereof.

Notwithstanding the foregoing, Subtenant acknowledges that Sublandlord is in the process of preparing and submitting invoices for its design and construction work to date, for reimbursement from the Tenant Improvement Allowance if approved in accordance with and subject to the terms and conditions of the Lease (in the approximate amount of not more than $2,733,653.00). As such, the Tenant Improvement Allowance available for Subtenant’s use shall be reduced by the amount so disbursed by Landlord to Sublandlord but such available amount shall be not less than $20,732,047.00, which is in addition to the Additional Tenant Improvement Allowance and the Warm Shell Improvement Allowance. Sublandlord shall reasonably cooperate with Subtenant to obtain or to have any building permits or other governmental approvals required for Subtenant’s construction assigned to Subtenant.

(i)    The Prime Lease is in full force and effect, and the copy attached hereto as Exhibit A is a true and complete copy thereof.

(ii)    The Commencement Date of the Prime Lease was April 23, 2021 and the Expiration Date of the Prime Lease is October 31, 2037.

(iii)    To Sublandlord's actual knowledge, there exists under the Prime Lease no default by either party or event of default by either party, nor has there occurred any event which, with the giving of notice or passage of time or both, could constitute such a default or event of default by either party.

(iv)    Sublandlord has not received any written notice that the Premises or any portion thereof are in violation of applicable laws.

(vi)    Sublandlord has not assigned its interest in the Prime Lease or subleased or otherwise permitted any other parties to occupy any part of the Premises.

(vii)    Landlord is currently the “Landlord” (as such term is defined under the Prime Lease).

(viii)    Sublandlord is currently the “Tenant” (as such term is defined under the Prime Lease).

(ix)    The only reports or other documents that Sublandlord has in its possession regarding the environmental condition of the Premises are:

•that certain Phase 1 Environmental Site Assessment dated August 2020 and prepared by Ranboll US Corporation;

•that certain Limited Hazardous Materials Clearance Report dated May 17, 2021 and prepared by Froehling and Robertson, Inc.;

•that certain Limited Hazardous Materials Survey Report (first floor pipe risers) dated August 12, 2021 prepared by Michael J. Krupa, CIEC Industrial Hygiene Project Manager, Froehling & Robertson, Inc.;

•that certain Limited Moisture and Microbial Eval Report dated July 7, 2021, prepared by Froehling and Robertson, Inc.;

•that certain General Mold Remediation Guidelines dated July 7, 2021, prepared by Froehling and Robertson, Inc.; and

•that certain Limited Hazardous Materials Survey Report (Sub-Slab Holding Tank Testing) ARE-14 TW Alexander IH Sub-Slab Report dated March 29, 2021, prepared by Freohling and Robertson, Inc.

(x)    Except for the Prime Lease, the Sublease and the Sublease Consent and the agreement regarding demolition with DPR to be assigned by Sublandlord to Subtenant, Sublandlord is not a party to any agreement, including, without limitation, construction, engineering or design agreements, that will be binding on the Premises or Subtenant after the date of this Sublease.

2.The term of this Sublease (the “Term”) shall commence as of the later of (i) the date which is the first business day after all parties hereto have executed this Sublease and Landlord has consented to this Sublease in writing, or (ii) the date on which Sublandlord transfers possession of the Premises to Subtenant (the “Sublease Commencement Date”), and shall expire on the 31st day of October, 2037 at 5:00 p.m. (the “Expiration Date”), unless sooner terminated in accordance with the terms of this Sublease, including a termination of the Prime Lease. Subtenant expressly acknowledges that no rights to other space owned or leased by Landlord or Sublandlord (including specifically any right of first refusal), is granted to Subtenant hereunder, nor shall Subtenant be entitled to exercise any such or similar rights afforded under the Prime Lease. Sublandlord covenants and agrees that, during the Term of this Sublease, Sublandlord shall not take any action that would cause a default by Sublandlord under the Prime Lease and Sublandlord shall not terminate or extend the term of or enter into any material amendments to or material modifications of the Prime Lease or enter into any amendments to or modifications of the Prime Lease that would increase Subtenant’s obligations or impair its rights hereunder or agree to any new alterations or improvements to the Premises, without the prior written consent of Subtenant (not to be unreasonably withheld, conditioned, or delayed). Furthermore, Sublandlord shall not agree to any new covenants, conditions, restrictions, easements or other encumbrances against the Premises without the prior written consent of Subtenant. Sublandlord covenants and agrees to fully and faithfully perform the terms and conditions of the Prime Lease and this Sublease on its part to be performed.

As of the Sublease Commencement Date, Subtenant shall also be responsible for all Additional Rent (including, without limitation, Operating Expenses) required of Sublandlord as Tenant under the Prime Lease.

Notwithstanding anything to the contrary contained herein, in the event that pursuant to the Prime Lease, Sublandlord actually receives an abatement, reduction, reimbursement, offset or other credit against rent payable under the Prime Lease, including, without limitation, related to an interruption in any services or utilities required to be provided by Landlord under the Prime Lease or related to a failure of Landlord to perform any maintenance and repair obligations of Landlord under the Prime Lease, Sublandlord shall provide Subtenant with such amounts to be applied against rent payable hereunder.

Notwithstanding the foregoing, provided that (i) Subtenant is not in default hereunder beyond any applicable notice and cure period provided for herein and (ii) Subtenant obtains Landlord's prior written consent thereto (unless, in connection with the Sublease Consent, Landlord has previously agreed to permit the following without its consent), Subtenant shall have the right, without the prior consent of Sublandlord, to assign this Sublease or sublet all or any portion of the Premises or transfer any interest in Subtenant to (1) any successor to Subtenant resulting from a merger, consolidation, spin-off, membership interest or other ownership interest sale or sale of all or substantially all of Subtenant's assets, but only in the event Subtenant is the surviving entity, or if Subtenant is not the surviving entity, the successor subtenant has substantially the same or better long-term debt rating or equivalent financial capacity as Subtenant immediately prior thereto (as reasonably confirmed by Sublandlord and Landlord in writing), or (2) to a parent, subsidiary or to any corporation or other entity that controls, or is controlled by, or is under common control with Subtenant (in any such case, a "Permitted Transferee") provided that: (A) such Permitted Transferee assumes in writing (or by operation of law succeeds to) all of Subtenant's obligations hereunder with respect to the Sublease or portion thereof covered by the applicable sublease, and (B) Subtenant, if Subtenant survives the transaction, remains liable to Sublandlord and Landlord for the performance of all terms and conditions of this Sublease, including the payment of Rent hereunder. Sublandlord shall be notified of such sublease or assignment and be given a copy of such sublease or assignment prior to or within (5) business days after such transfer.

Either party may, at any time or from time to time, designate in writing a substitute address for the above set forth, and thereafter notice shall be directed to such substitute address. Sublandlord shall provide (within five (5) business days after receipt) Subtenant with copies of any notices that Sublandlord receives from Landlord under the Lease.

further subject to the consent of Landlord and Subtenant shall be responsible for obtaining such consent; provided, however, Sublandlord shall reasonably cooperate and work with Subtenant to obtain the consent of the Landlord. Except as otherwise agreed upon at the time any such consent is given, all alterations shall remain upon the Premises and shall be incorporated in and made a part of the Premises as completed. Subtenant shall be responsible, at its sole cost and expense, for all conditions of Landlord’s consent to any alterations, including without limitation any restoration and/or removal obligations. Subtenant shall not be required to remove and/or restore any improvements or other alterations which were either (a) constructed or installed prior to the Sublease Commencement Date, (b) which were approved by Landlord prior to the Sublease Commencement Date or (c) which are not required to be removed pursuant to the terms of the Prime Lease or the Sublease Consent.

Landlord's consent to this Sublease, and Sublandlord shall provide notice of Sublandlord's receipt of such Sublease Consent promptly following Sublandlord's receipt of the same. Sublandlord and Subtenant shall each be responsible for paying fifty percent (50%) of any fees and/or charges imposed by Landlord (including, without limitation, payment or reimbursement of Landlord's attorneys' fees or any other out-of-pocket costs incurred by Landlord, if applicable) in connection with Sublandlord's request for and negotiation of the Sublease Consent.

IN WITNESS WHEREOF, each party hereto has duly executed this Sublease as of and on the day and year first above written.