Scholar Rock Holding (SRRK) 10-Q 2024 Q2 Quarterly report

Exhibit 10.1

FIRST AMENDMENT TO LEASE

THISFIRSTAMENDMENTTOLEASE(this“Amendment”)isenteredintoasofthis

13dayofMay,2024,byandbetweenBMR-ROGERSSTREETLLC,aDelawarelimited

liabilitycompany(“Landlord,”),andSCHOLARROCK,INC.,aDelawarecorporation (“Tenant”).

RECITALS

A.WHEREAS, Landlord and Tenant are parties to that certain Lease dated as of November5,2019(asthesamemayhavebeenamended,supplementedormodifiedfromtimeto time, the “Existing Lease”), whereby Tenant leases certain premises (the “Premises”) from Landlord at 301 Binney Street in Cambridge, Massachusetts (the “Building”);

B. WHEREAS,LandlordandTenantdesiretoextendtheTermoftheExistingLease;

and

C. WHEREAS, LandlordandTenantdesire tomodifyandamendtheExistingLease

onlyintherespectsandontheconditionshereinafterstated.

AGREEMENT

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

1.Definitions.For purposes of this Amendment, capitalized terms shall have the meanings ascribed to them in the Existing Lease unless otherwise defined herein.The Existing Lease,asamendedbythisAmendment,isreferredtocollectivelyhereinasthe“Lease.”Fromand after the date hereof, the term “Lease,” as used in the Existing Lease, shall mean the Existing Lease, as amended by this Amendment.

2. First Extension Term; Term Expiration Date.TheTermisherebyextendedfortwo

(2) years and thirteen (13) days commencing on August 19, 2025 (the “First Extension Term Commencement Date”).TheTermExpirationDateisherebyamendedtobeAugust31,2027.The period of time from the First Extension Term Commencement Date through the new Term Expiration Date shall be referred to herein as the “First Extension Term.”The term “Term” as used in the Lease shall refer to the Term under the Existing Lease as extended by the First Extension Term.

3.Option.The parties acknowledge and agree that that extension of the Lease pursuanttothisAmendmentdoesnotconstitutetheexerciseoftheextensionOptionunderSection42 of the Existing Lease.The parties further agree to amend the “Option,” as defined in Section42 of the Existing Lease as follows:

BioMedRealtyform dated10/04/23

a.ThefirstparagraphofSection 42oftheExistingLeaseshallbeamendedby deleting the words “two (2) years” and replacing them with “five (5) years”.

b.The first sentence of Section 42.1 of the Existing Lease shall be amended by deleting the words “the greater of (a) one hundred three percent (103%) of the then- currentBaseRent,and(b)”andbydeletingthewords“thegreaterof:(i)threepercent(3%) or (ii)”.

c.The first sentence of Section 42.3 of the Existing Lease shall be amended bydeletingthewords“fifteen(15)months”andreplacingthemwith“twelve(12)months”.

Fortheavoidanceofdoubt,theOption(asamendedbythisSection 3)shallcontinuetobesubject to the terms and conditions of Section 42 of the Existing Lease.

4.Base Rent During First Extension Term.MonthlyandannualinstallmentsofBase Rent for the Premises during the First Extension Term shall be as set forth in the table below.

Dates	Rentable Square Feet of the Premises	Annual Fixed Rent per Rentable Square Foot	Annual Fixed Rent per year	Annual Fixed Rent per month
August1,2025 –August18, 2025	51,408	$154.92annually	--*	--**
August19, 2025 – August 31, 2025	51,408	$120.00annually	--**	--**
September1, 2025 – August 31, 2026	51,408	$120.00 annually	$6,168,960.00	$514,080.00
September1, 2026 – August 31, 2027	51,408	$123.60 annually	$6,354,028.80	$529,502.40

**$385,350.07istheBaserentdueforeighteen(18)daystubperiodfromAugust1,2025 to August 18, 2025, and $215,581.92 in Base Rent due for thirteen (13) day stub period from August 19, 2025 through August 31, 2025.The total amount due for August 2025 shall be $600,931.99.

5.Additional Rent.Tenant’s obligation to pay Additional Rent, including, without limitation, Tenant’s Adjusted Share of Operating Expenses, the Property Management Fee, costs

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ofutilitiesforthePremises,andanyparkingfeeswithrespecttothePremises,shallcontinue through the First Extension Term in accordance with and to the extent provided in the Lease.

6.Condition of Premises.Tenant acknowledges that (a) it is in possession of and is fully familiar with the condition of the Premises and, notwithstanding anything contained in the Leasetothecontrary,agreestotakethesameinitscondition“asis”asofthedatehereof,subject to Landlord’s repair and maintenance obligations expressly provided in the Lease, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s continuedoccupancyfortheFirstExtensionTermortopayforanyimprovementstothePremises, except as may be expressly provided in the Lease.

7.Broker. Landlord and Tenant each represents and warrants to the other that it has had no dealings with any real estate broker or agent in connection with the negotiation of this AmendmentotherthanCBRE(“Landlord’s Broker”)andJonesLangLaSalle(“Tenant’s Broker”) andthatitknowsofnootherrealestatebrokeroragentthatisormightbeentitledtoacommission inconnectionwiththisLease.LandlordshallcompensateLandlord’sBrokerandTenant’sBroker in relation to this Amendment pursuant to separate agreements betweenLandlord and Landlord’s Broker and Landlord and Tenant’s Broker respectively, in each case conditioned and contingent on the full execution and delivery of this Amendment and satisfaction of any other contingencies setforthinthatseparateagreement.TenantagreestoindemnifytheLandlordIndemniteesforany and all cost or liability for compensation claimed by any broker or agent, other than Tenant’s Broker,employedorengagedbyTenantorclaimingtohavebeenemployedorengagedbyTenant.

8.No Default.Tenantrepresents,warrantsandcovenantsthat,tothebestofTenant’s knowledge,LandlordandTenantarenotindefaultofanyoftheirrespectiveobligationsunderthe ExistingLeaseandnoeventhasoccurredthat,withthepassageoftimeorthegivingofnotice(or both) would constitute a default by either Landlord or Tenant thereunder. Landlord represents, warrantsandcovenantsthat,tothebestofLandlord’sknowledge,LandlordandTenantarenotin default of any of their respective obligations under the Existing Lease and no event has occurred that,withthepassageoftimeorthegivingofnotice(orboth)wouldconstituteadefaultbyeither Landlord or Tenant thereunder.

9.Notices.Tenant confirms that, notwithstanding anything in the Lease to the contrary, notices delivered to Tenant pursuant to the Lease should be sent to:

ScholarRock,Inc. 301BinneyStreet

Cambridge,MA02142

Attn:JeremyCrossin,ErinMoore with a copy to:

ScholarRock,Inc. 301BinneyStreet

Cambridge,MA02142

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Attn:Legal

10.Effect of Amendment.ExceptasmodifiedbythisAmendment,theExistingLease and all the covenants, agreements, terms, provisions and conditions thereof shall remain in full force and effect and are hereby ratified and affirmed.In the event of any conflict between the terms contained in this Amendment and the Existing Lease, the terms herein contained shall supersede and control the obligations and liabilities of the parties.

11.Successors and Assigns.Each of the covenants, conditions and agreements contained in this Amendment shall inure to the benefit of and shall apply to and be binding upon the parties hereto and their respective heirs, legatees, devisees, executors, administrators and permittedsuccessorsandassignsandsublessees.Nothinginthissectionshallinanywayalterthe provisions of the Lease restricting assignment or subletting.

12.Miscellaneous.This Amendment becomes effective only upon execution and deliveryhereofbyLandlordandTenant.Thecaptionsoftheparagraphsandsubparagraphsinthis Amendmentareinsertedandincludedsolelyforconvenienceandshallnotbeconsideredorgiven any effect in construing the provisions hereof.All exhibits hereto are incorporated herein by reference.Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option for a lease, and shall not be effective as a lease, lease amendment or otherwise until execution by and delivery to both Landlord and Tenant.

13.Authority.Tenantwarrantsandrepresentsthattheindividualorindividualssigning this Amendment have the power, authority and legal capacity to sign this Amendment on behalf of Tenant.

14.Counterparts; Facsimile and PDF Signatures.This Amendment may be executed inoneormorecounterparts,eachofwhich,whentakentogether,shallconstituteoneandthesame document.Afacsimileorportabledocumentformat(PDF)signatureonthisAmendmentshallbe equivalent to, and have the same force and effect as, an original signature.

15.Landlord’s Lender.TheLandlord,TenantandDeutscheBankAG,aGermanBank, authorizedbytheNewYorkDepartmentofFinancialServices,GoldmanSachsBankUSA,aNew Yorkstatecharteredbank,andJPMorganChaseBank,N.A.,abankingassociationcharteredunder the laws of the United States (collectively, the “Lender”) are parties to that certain Subordination Agreement, Acknowledgement of Lease Assignment, Attornment and Non-Disturbance Agreement, dated as of May 9, 2022 (the “SNDA”).Landlord represents that the Lender’s approval of this Amendment is not required under the loan agreement between Landlord and Lender.

16.The parties agree to execute and record an amendment to the Notice of Lease, recorded with the Middlesex South Registry of Deeds in Book 73898, Page 351 to reflect the changes to the terms of the Lease to the extent set forth in such Notice of Lease.

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INWITNESSWHEREOF,LandlordandTenanthaveexecutedthisAmendmentasa sealed Massachusetts instrument as of the date and year first above written.

LANDLORD:

BMR-ROGERSSTREETLLC,

aDelawarelimitedliabilitycompany

By:/s/Colleen O’Connor

Name: Colleen O'Connor​ ​Title: SVP, Leasing, East Coast & U.K. Markets​ ​

TENANT:

SCHOLARROCK,INC.,

aDelawarecorporation

By:/s/Edward Myles

Name:Edward Myles​ ​

Title: COO & CFO