FIRST AMENDMENT TO LEASE
This First Amendment to Lease (“Amendment”) is made as of this 9th day of March, 2023 (“Effective Date”) by and between Bala Plaza Property, Inc., a Delaware corporation (“Landlord”), and Larimar Therapeutics, Inc., a Delaware corporation (“Tenant”).
RECITALS
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:
Period | Annual Fixed Rent | Monthly Fixed Rent | Fixed Rent Per RSF |
September 1, 2023 - August 31, 2024* | $163,823.92 | $14,893.08 | $38.50 |
September 1, 2024 - August 31, 2025 | $182,198.50 | $15,183.21 | $39.25 |
September 1, 2025 - August 31, 2026 | $185,680.00 | $15,473.33 | $40.00 |
* Tenant does not have an obligation to pay Fixed Rent for the first (1st) month of this period (the Fixed Rent being abated), and, therefore, the Annual Fixed Rent amount for this period reflects eleven (11) months' of monthly Fixed Rent instead of twelve (12) months' of monthly Fixed Rent.
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Period | Annual Fixed Rent | Monthly Fixed Rent | Fixed Rent Per RSF |
Additional Space Commencement Date - August 31, 2024* | $122,179.75 | $11,107.25 | $38.50 |
September 1, 2024 - August 31, 2025 | $135,883.50 | $11,323.63 | $39.25 |
September 1, 2025 - August 31, 2026 | $138,480.00 | $11,540.00 | $40.00 |
* Tenant does not have an obligation to pay Fixed Rent for the first (1st) month of this period (the Fixed Rent being abated), and, therefore, the Annual Fixed Rent amount for this period reflects eleven (11) months' of monthly Fixed Rent instead of twelve (12) months' of monthly Fixed Rent. In the event the Additional Space Commencement Date is delayed beyond September 1, 2023, the above rental period dates shall be correspondingly adjusted.
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“15.2(e) CONFESSION OF JUDGMENT FOR POSSESSION OF PREMISES. TENANT HEREBY EXPRESSLY AUTHORIZES THE PROTHONOTARY, CLERK OR ANY ATTORNEY OF ANY COURT OF RECORD TO ACCEPT SERVICE OF PROCESS FOR, TO APPEAR FOR, AND TO CONFESS JUDGMENT AGAINST TENANT AND ALL PERSONS CLAIMING UNDER TENANT IN ANY AND ALL ACTIONS BROUGHT HEREUNDER BY LANDLORD AGAINST TENANT TO RECOVER POSSESSION OF THE PREMISES (IN EJECTMENT OR OTHERWISE), WITHOUT ANY LIABILITY ON THE PART OF SAID ATTORNEY, FOR WHICH THIS LEASE SHALL BE SUFFICIENT WARRANT, AND TENANT AGREES THAT UPON THE ENTRY OF SUCH JUDGMENT, A WRIT OF POSSESSION OR OTHER APPROPRIATE PROCESS MAY ISSUE FORTHWITH (WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER).
IN ANY SUCH ACTION, LANDLORD SHALL FIRST CAUSE TO BE FILED IN SUCH ACTION AN AFFIDAVIT MADE BY LANDLORD OR SOMEONE ACTING FOR IT SETTING FORTH FACTS NECESSARY TO AUTHORIZE THE ENTRY OF JUDGMENT, OF WHICH FACTS SUCH AFFIDAVIT SHALL BE CONCLUSIVE EVIDENCE, AND IF A TRUE COPY OF THIS LEASE BE FILED IN SUCH ACTION (AND OF THE TRUTH OF THE COPY SUCH AFFIDAVIT SHALL BE SUFFICIENT EVIDENCE), IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL, AS A WARRANT OF ATTORNEY, ANY RULE OF COURT, CUSTOM OR PRACTICE TO THE CONTRARY NOTWITHSTANDING. TENANT AND ALL PERSONS CLAIMING UNDER TENANT HEREBY RELEASE LANDLORD FROM ANY CLAIMS ARISING FROM ANY ERRORS OR DEFECTS WHATSOEVER IN ENTERING SUCH ACTION OR JUDGMENT, IN CAUSING SUCH WRIT OF POSSESSION OR OTHER PROCESS TO BE ISSUED OR IN ANY PROCEEDING THEREON OR CONCERNING THE SAME, AND HEREBY AGREE THAT NO WRIT OF ERROR OR OBJECTION SHALL BE MADE OR TAKEN THERETO.
THIS WARRANT OF ATTORNEY SHALL NOT BE EXHAUSTED BY ONE EXERCISE, BUT JUDGMENT MAY BE CONFESSED FROM TIME TO TIME, AS OFTEN AS OCCASION THEREFOR SHALL EXIST. SUCH POWERS MAY BE EXERCISED DURING AS WELL AS AFTER THE EXPIRATION OR TERMINATION OF THE TERM AND DURING AND AT ANY TIME AFTER ANY EXTENSION OR RENEWAL OF THE TERM.
THIS SECTION 15.2(e) SETS FORTH A WARRANT OF ATTORNEY FOR AN ATTORNEY TO CONFESS JUDGMENT AGAINST TENANT. IN GRANTING THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT AGAINST TENANT, TENANT, FOLLOWING CONSULTATION WITH (OR DECISION NOT TO CONSULT WITH) SEPARATE COUNSEL FOR TENANT AND WITH KNOWLEDGE OF THE LEGAL EFFECT HEREOF, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES UNCONDITIONALLY ANY AND ALL RIGHTS TENANT HAS OR MAY HAVE TO PRE-JUDGMENT AND PRE-EXECUTION NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES OF AMERICA, THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE.
TENANT SPECIFICALLY ACKNOWLEDGES THAT LANDLORD HAS RELIED ON THE WARRANT OF ATTORNEY SET FORTH IN THIS SECTION 15.2(e) IN
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ENTERING INTO THIS LEASE WITH TENANT AND THAT THE LANDLORD-TENANT RELATIONSHIP CREATED HEREBY IS COMMERCIAL IN NATURE.”
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[Signature page follows.]
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IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be executed by their respective duly authorized officers as of the day and year first above written.
LANDLORD:
Bala Plaza Property, Inc.,
a Delaware corporation
By: /s/ Paul A. Galiano
Its: Senior Managing Director
THE UNDERSIGNED TENANT ACKNOWLEDGES THAT IT FULLY UNDERSTANDS THE CONFESSION OF JUDGMENT CONTAINED IN SECTION 15.2(e) OF THE LEASE, AS RESTATED BY THIS AMENDMENT, AND KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY ENTERS INTO THIS AMENDMENT FULLY COMPREHENDING THE RELINQUISHMENT OF CERTAIN RIGHTS BY VIRTUE OF SUCH CONFESSION OF JUDGMENT.
TENANT:
Larimar Therapeutics, Inc.,
a Delaware corporation
By: /s/ Carole Ben-Maimon
Its: President and CEO
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EXHIBIT A
Additional Space
[Omitted]
EXHIBIT B
CONFIRMATION OF ADDITIONAL SPACE COMMENCEMENT DATE AND EXPIRATION DATE
[Omitted]
EXHIBIT C
Space Plan
[Omitted]
EXHIBIT D
Reserved Parking
[Omitted]