First Amendment to Lease by and between PPF OFF 828-830 Winter Street LLC and the Registrant, dated November 8, 2023
Exhibit 10.1
830 WINTER STREET WALTHAM, MASSACHUSETTS
(the “Building”)
FIRST AMENDMENT
(“First Amendment”)
EXECUTION DATE: | November 8, 2023 (the “Execution Date”) |
LANDLORD: | PPF OFF 828-830 Winter Street LLC, a Delaware limited liability company |
TENANT: | TScan Therapeutics, Inc., a Delaware corporation |
PREMISES: | Approximately 25,472 rentable square feet of space in the Building, consisting of approximately 24,826 rentable square feet of space on the third (3rd) floor of the Building and approximately 646 rentable square feet of space in the basement of the Building, as more particularly described in the Existing Lease (as defined below). |
DATE OF EXISTING LEASE: | August 13, 2019 (the “Existing Lease”). |
CURRENT EXPIRATION DATE: |
September 30, 2024 |
EXTENDED EXPIRATION DATE: |
October 31, 2029 |
| BACKGROUND |
WHEREAS, Landlord and Tenant desire to amend the Existing Lease to reflect, among other provisions, the extension of the term of the Existing Lease, upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, the Existing Lease is hereby amended as follows (the Existing Lease, as further amended by this First Amendment, shall hereafter be referred to as the “Lease”). Any capitalized terms used herein shall have the same definition as set forth in the Existing Lease, except to the extent otherwise set forth in this First Amendment.
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references in the Lease to the “Term” shall be deemed to include the First Extension Term in all respects and all references to the “Expiration Date” shall be deemed to refer to the Extended Expiration Date. The demise and use of the Premises shall be upon and subject to the terms and conditions of the Existing Lease, except as expressly set forth in this First Amendment.
Lease Period | Annual Base Rent | Monthly Base Rent Payments |
10/1/2024-10/31/2024 | $0.00 | $0.00 |
11/1/2024-10/31/2025: | $1,986,816.00 | $165,568.00 |
11/1/2025-10/31/2026: | $2,046,420.48 | $170,535.04 |
11/1/2026-10/31/2027: | $2,107,813.09 | $175,651.09 |
11/1/2027-10/31/2028: | $2,171,047.49 | $180,920.62 |
11/1/2028-10/31/2029: | $2,236,178.91 | $186,348.24 |
(5) year period (the “Second Extension Term”) commencing on November 1, 2029, subject to and in accordance with the terms and conditions of Section 1.2 of the Lease; provided, however, that all references to the “Extension Term” therein shall be considered to be references to the “Second Extension Term”.
$20.00 per rentable square foot of the Premises). The provisions of Sections 5 and 6 of Exhibit 4 of the Existing Lease shall govern the requisition and payment of Landlord’s First Amendment Contribution, except that:
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$254,720 (i.e., $10.00 per rentable square foot of the Premises), to offset Base Rent due under the Lease; and
(ii) neither the Lease nor the interest of Tenant therein has been assigned, sublet, encumbered or otherwise transferred; (iii) to the best knowledge of Tenant, there are no defenses or counterclaims to the enforcement of the Lease or the liabilities and obligations of Tenant thereunder; (iv) except as set forth herein, Tenant is not entitled to any offset, abatement or reduction of rent under the Lease; (v) to the best knowledge of Tenant, neither Landlord or Tenant is in breach or default of any of its respective obligations under the Lease; (vi) Landlord has performed all work and constructed all improvements required pursuant to the Lease and, except for Landlord’s First Amendment Contribution, has provided all allowances and contributions required pursuant to the Lease; and (vii) Landlord has made no representations or warranties, except as expressly and specifically set forth in this First Amendment or as expressly and specifically set forth in the Lease as of the date of the Lease. To the best knowledge of Landlord, neither Landlord or Tenant is in breach or default of any of its respective obligations under the Lease.
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EXECUTED as of the date first above written.
LANDLORD:
PPF OFF 828-830 WINTER STREET, LLC,
a Delaware limited liability company
By: PPF MASS REIT, LLC, a Delaware limited liability company, its Sole Member
By: PPF OP, LP, a Delaware limited partnership, its Sole Partner
By: PPF OPGP, LLC, a Delaware limited liability company, its General Partner
By: Prime Property Fund, LLC,
a Delaware limited liability company, its Sole Member
By: Morgan Stanley Real Estate Advisor, Inc., a Delaware corporation, its Investment Adviser
By: /s/ Tricia Moore
Name: Tricia Moore
Title:Vice President
TENANT:
TSCAN THERAPEUTICS, INC., a Delaware corporation
By: /s/ Gavin MacBeath
Name: Gavin MacBeath
Title: CEO
Signature Page to First Amendment
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