Second Amendment to Lease Agreement between ARE-MA Region No. 75, LLC and Disc Medicine, Inc.
This amendment updates the lease between ARE-MA Region No. 75, LLC (Landlord) and Disc Medicine, Inc. (Tenant) for office space at 321 Arsenal Street, Watertown, MA. It expands the leased premises to include an additional suite, extends the lease term to December 31, 2029, and adjusts rent and security deposit terms. The Tenant will occupy the new space as-is, with rent for the expansion area starting after a four-month abatement period. The amendment also updates the calculation of operating expenses and the required security deposit.
Exhibit 10.1
SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is dated as of August 29, 2024 and effective as of July 1, 2024 (the “Effective Date”), by and between ARE-MA REGION NO. 75, LLC, a Delaware limited liability company (“Landlord”), and DISC MEDICINE, INC., a Delaware corporation (“Tenant”).
RECITALS
A. Landlord and Tenant are now parties to that certain Lease Agreement dated as of October 29, 2021, as amended by that certain First Amendment to Lease (the “First Amendment”) dated as of June 21, 2023 (as amended, the “Lease”). Pursuant to the Lease, Tenant leases certain premises containing approximately 7,566 rentable square feet commonly known as Suite 101 (the “Original Premises”) in that certain building located at 321 Arsenal Street, Watertown, Massachusetts (also known as Building 312) (the “Building”), as more particularly described in the Lease. Capitalized terms used herein without definition shall have the meanings given to such terms in the Lease.
B. Tenant is also currently occupying certain premises located on the second floor of the Building, commonly known as Suite 201, containing approximately 9,281 rentable square feet (the “Expansion Premises”), pursuant to that certain Sublease dated as of June 8, 2023 (the “Forma Sublease”) by and between Tenant, as subtenant, and Forma Therapeutics, Inc., as sublandlord.
C. Both the Term of the Lease and the term of the Forma Sublease are scheduled to expire on November 30, 2026.
D. Landlord and Tenant desire, subject to the terms and conditions set forth below, to amend the Lease to, among other things, (i) expand the Original Premises to include the Expansion Premises, and (ii) extend the Term for a period of 66 months commencing on July 1, 2024 (the “Extension Term Commencement Date”) through December 31, 2029 (the “Second Amendment Expiration Date”).
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, the mutual promises and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
Tenant’s occupancy of the Expansion Premises shall be on an “as-is” basis and, except as otherwise expressly provided in Section 8 below, Landlord shall have no obligation to provide any tenant improvement allowance or make any alterations to the Expansion Premises.
Except as set forth in this Second Amendment and subject to Landlord’s repair and maintenance obligations under Section 13 of the Lease: (i) Tenant shall accept the Expansion Premises in their condition as of the Expansion Premises Commencement Date; (ii) Landlord shall have no obligation for any defects in the Expansion Premises; and (iii) Tenant’s taking possession of the Expansion Premises shall be conclusive evidence that Tenant accepts the Expansion Premises.
Tenant agrees and acknowledges that, except as otherwise expressly set forth in this Second Amendment, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Expansion Premises, and/or the suitability of the Expansion Premises for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Expansion Premises are suitable for Tenant’s use.
“Premises: Approximately 16,847 rentable square feet in the Building consisting of (i) a portion of the first floor commonly known as Suite 101, containing approximately 7,566 rentable square feet (the "Original Premises"), and (ii) a portion of the second floor commonly known as Suite 201, containing approximately 9,281 rentable square feet (the "Expansion Premises"), all as determined by Landlord as shown on Exhibit A.”
“Rentable Area of Premises: 16,847 rentable sq. ft."
As of the Expansion Premises Commencement Date, Exhibit A to the Lease is hereby amended to include Exhibit A attached to this Second Amendment.
Upon execution of this Second Amendment, Tenant shall receive a credit towards the next monthly payment of Base Rent due for the Original Premises equal to the portion by which the monthly Base Rent actually paid by Tenant for the month of July 2024, and if applicable the month of August 2024, exceeded the monthly Base Rent due hereunder as set forth in the first sentence of this Section 3(a).
"Tenant's Share of Operating Expenses: 25.98%, subject to adjustment from time to time in accordance with Sections 5 and 45(o) hereof."
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“Security Deposit: $255,227"
Landlord currently holds a Security Deposit in the amount of $116,012 under the Lease. As contemplated by the First Amendment, within 30 days before the Expansion Premises Commencement Date, Tenant shall deliver to Landlord an amended Letter of Credit which increases the amount of the existing Letter of Credit being held by Landlord to $255,227 or an additional Letter of Credit in the amount of $139,215
During the course of the design and construction of the Tenant Improvements, Landlord shall reimburse Tenant for the cost of the Tenant Improvements once a month against a reasonable form of draw request, containing evidence of payment of the applicable costs and such certifications, lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), inspection reports and other matters as Landlord customarily obtains, to the extent of Landlord’s approval thereof for payment, no later than 30 days following receipt of such draw request. Upon completion of the Tenant Improvements (and prior to any final disbursement of the TI Allowance) Tenant shall deliver to Landlord the following items: (i) sworn statements setting forth the names of all contractors and subcontractors who did work on the Tenant Improvements and final lien waivers from all such contractors and subcontractors; and (ii) if applicable, “as built” plans for the Tenant Improvements. Tenant acknowledges that upon the expiration of the Term of the Lease, the Tenant Improvements shall become the property of Landlord and may not be removed by Tenant. Tenant shall pay Landlord a supervisory fee in the amount of 1% of the total cost of the Tenant Improvements, which sum shall be payable from the TI Allowance. Except for the TI Allowance, Tenant shall be solely responsible for all of the costs of the Tenant Improvements. If the estimated cost of the Tenant
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Improvements exceeds the TI Allowance, Tenant shall be required to pay such excess on a pari passu basis with the remaining portion of the TI Allowance, with a reconciliation to be conducted within thirty (30) days following the completion of the Tenant Improvements. Tenant shall have no right to any portion of the TI Allowance that is not disbursed before the last day of the month that is 24 months after the Effective Date of this Second Amendment (the “Outside Improvements Allowance Date”). Any portion of the TI Allowance which has not been disbursed before the Outside Improvements Allowance Date shall be forfeited and shall not be available for use by Tenant.
Disc Medicine, Inc.
321 Arsenal Street, Suite 101
Watertown, MA 02472
Attn: Jean Franchi
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[Signatures are on the next page]
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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the day and year first above written.
TENANT:
DISC MEDICINE, INC.,
a Delaware corporation
By: /s/ Jean Franchi
Name: Jean Franchi
Title: Chief Finance Officer
□ I hereby certify that the signature, name, and title
above are my signature, name and title.
LANDLORD:
ARE-MA REGION NO. 75, LLC,
a Delaware limited liability company
By: ALEXANDRIA REAL ESTATE EQUITIES, L.P.,
a Delaware limited partnership,
managing member
By: ARE-QRS CORP.,
a Maryland corporation,
general partner
By: /s/ Allison Grochola
Name: Allison Grochola
Title: SVP – Real Estate Legal Affairs
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Exhibit A
Expansion Premises
A-1