Exhibit 10.3
27 Drydock Avenue
Boston, Massachusetts
(the “Building”)
FOURTEENTH AMENDMENT (“FOURTEENTH AMENDMENT”)
Execution Date: June 1, 2022
LANDLORD: | BCP-CG 27 Property LLC, a Delaware limited liability company |
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TENANT: | Ginkgo Bioworks, Inc., a Delaware corporation |
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EXISTING PREMISES: | A total of 178,161 rentable square feet of the Building, as more specifically set forth in the Lease. |
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DATE OF LEASE: | December 22, 2011 |
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EXPIRATION DATE: | January 31, 2036 |
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PREVIOUS LEASE AMENDMENTS: | First Amendment to Lease Agreement dated April , 2012 Second Amendment to Lease dated August 1, 2014 Third Amendment to Lease dated August 15, 2014 Fourth Amendment to Lease dated May 1, 2016 Fifth Amendment to Lease dated May 31, 2016 Sixth Amendment to Lease dated August 5, 2016 Seventh Amendment to Lease dated July 31, 2017 Eighth Amendment to Lease dated March 23, 2018 Ninth Amendment to Lease dated September 6, 2018 Tenth Amendment to Lease dated July 29, 2020 Eleventh Amendment to Lease dated August 14, 2020 Twelfth Amendment to Lease dated January 13, 2021 Thirteenth Amendment to Lease dated September 6, 2021 |
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EIGHTEENTH EXPANSION PREMISES: | Approximately 18,170 rentable square feet located on the westerly side of the fourth (4th) floor of the Building, substantially as shown on the plan attached hereto as Exhibit A. |
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WHEREAS, Tenant and Landlord desire to (i) expand the Premises to include the Eighteenth Expansion Premises and (ii) amend certain other provisions of the Lease, all upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the parties hereby agree that the above-referenced lease (the “Lease”) is hereby amended as follows:
Landlord hereby leases to Tenant, and Tenant hereby hires and takes from Landlord, the Eighteenth Expansion Premises for a Term commencing as of the Eighteenth Expansion Premises Commencement Date (as hereinafter defined) and, co-terminus with the Lease, expiring on the Expiration Date of the Lease. Said leasing of the Eighteenth Expansion Premises shall be upon all of the same terms and conditions of the Lease, except as follows or as otherwise specifically set forth herein:
Time Period* | Per Rentable Square Foot | Annual Basic Rent | Monthly Basic Rent |
1/1/22 – 12/31/22 | $79.31 | $1,441,062.70 | $120,088.56 |
1/1/23 – 12/31/23 | $81.69 | $1,484,307.30 | $123,692.28 |
1/1/24 – 12/31/24 | $84.14 | $1,528,823.80 | $127,401.98 |
1/1/25 – 12/31/25 | $86.66 | $1,574,612.20 | $131,217.68 |
1/1/26 – 12/31/26 | $89.26 | $1,621,854.20 | $135,154.52 |
1/1/27 – 12/31/27 | $91.94 | $1,670,549.80 | $139,212.48 |
1/1/28 – 12/31/28 | $94.70 | $1,720,699.00 | $143,391.58 |
1/1/29 – 12/31/29 | $97.54 | $1,772,301.80 | $147,691.82 |
1/1/30 – 1/31/30 | $100.47 | $1,825,539.90 | $152,128.33 |
2/1/30 – 1/31/36 | At the rental rates then applicable to the Seventeenth Expansion Premises, as set forth in Section 4(B) of the Thirteenth Amendment. |
* Note: Eighteenth Expansion Premises Rent Commencement Date not yet determined; Basic Rent for the Eighteenth Expansion Premises will begin on the Eighteenth Expansion Premises Rent Commencement Date at the per rentable square foot rate noted above for the period in which the Eighteenth Expansion Premises Rent Commencement Date occurs, and will end on the Expiration Date.
to the Eighteenth Expansion Premises shall be 6.27%, which is the ratio that the rentable square footage of the Eighteenth Expansion Premises (18,170) bears to the Building Rentable Area (289,613). Tenant’s obligation to pay Operating Expenses and Taxes with respect to the Eighteenth Expansion Premises shall begin on the Eighteenth Expansion Premises Rent Commencement Date.
For the avoidance of doubt, the Outside Allowance Date shall be the same as the “Outside Allowance Date” under the Thirteenth Amendment (i.e., three (3) years from the 7W Stepped- Up Rent Commencement Date as defined in the Thirteenth Amendment). In the event that Tenant requests (and Landlord approves) a redirection of Landlord’s Eighteenth Expansion Premises Work to the Fourteenth Expansion Premises in accordance with Section 1(F) above, Tenant may utilize up to seventy-five percent (75%) of the Eighteenth Expansion Premises Allowance for improvements in and to the Fourteenth Expansion Premises.
Notwithstanding anything to the contrary in the Lease (including said Section 4(b)(2)(C)), all capital costs incurred by Landlord for replacement of systems and equipment included in Landlord’s Eighteenth Expansion Premises Work that exclusively serve the Premises shall be amortized on a straight-line basis over the useful economic life of such improvements in accordance with Generally Accepted Accounting Principles, without interest, and charged back to Tenant as Additional Rent.
Landlord and Tenant acknowledge that Landlord is currently holding an irrevocable letter of credit (the “Letter of Credit”) in the amount of $2,897,035.68, and hereby agree that the following provisions shall govern such Letter of Credit:
Acceptable Bank as of the Execution Date of this Fourteenth Amendment), (iii) in the amount set forth above, and (iv) for a term of at least one (1) year, subject to automatic extension in accordance with the terms of the Letter of Credit. If the issuer of the Letter of Credit ceases to qualify as an Acceptable Bank or becomes subject to insolvency or receivership proceedings of any sort, Tenant shall be required to deliver a (the “Substitute Letter of Credit”) within fifteen
(15) business days after notice thereof from Landlord. If the issuer of the Letter of Credit gives notice of its election not to renew the Letter of Credit for any additional period, Tenant shall be required to deliver a Substitute Letter of Credit at least thirty (30) days prior to the expiration of the term of such Letter of Credit. If Tenant fails to furnish such renewal or replacement by the applicable deadline set forth above, Landlord may draw upon the Letter of Credit and hold the proceeds thereof (the “Security Proceeds”) as a cash security deposit, which cash security deposit (a) shall not be required to accrue interest, (b) may be commingled with other funds of Landlord and (c) may be applied by Landlord to cure any default by Tenant hereunder. Tenant agrees that it shall maintain the Letter of Credit, in the full amount required hereunder, in effect until a date which is at least sixty (60) days after the Expiration Date of the Lease. Tenant’s failure to maintain or replace the Letter of Credit as required hereunder shall be treated as a failure to pay rent for purposes of Landlord’s remedies.
shall have the right, at any time after such event, without giving any further notice to Tenant, to draw down from the Letter of Credit (or Substitute Letter of Credit or Additional Letter of Credit, as defined below, as the case may be) (i) the amount necessary to cure such default or (ii) if such default cannot reasonably be cured by the expenditure of money, the amount which, in Landlord’s opinion, is necessary to satisfy Tenant’s liability in account thereof. In the event of any such draw by Landlord, Tenant shall, within fifteen (15) business days of written demand therefor, deliver to Landlord an additional Letter of Credit satisfying the foregoing conditions (the “Additional Letter of Credit”), except that the amount of such Additional Letter of Credit
shall be the amount of such draw. In addition, in the event of a termination based upon the default of Tenant under the Lease, or a rejection of the Lease pursuant to the provisions of the Federal Bankruptcy Code, Landlord shall have the right to draw upon the Letter of Credit (from time to time, if necessary) to cover the full amount of damages and other amounts due from Tenant to Landlord under the Lease. Any amounts so drawn shall, at Landlord’s election, be applied first to any unpaid rent and other charges which were due prior to the filing of the petition for protection under the Federal Bankruptcy Code. Tenant hereby covenants and agrees not to oppose, contest or otherwise interfere with any attempt by Landlord to draw down from said Letter of Credit including, without limitation, by commencing an action seeking to enjoin or restrain Landlord from drawing upon said Letter of Credit. Tenant also hereby expressly waives any right or claim it may have to seek such equitable relief. In addition to whatever other rights and remedies Landlord may have against Tenant if Tenant breaches its obligations under this paragraph, Tenant hereby acknowledges that it shall be liable for any and all damages which Landlord may suffer as a result of any such breach.
The Anticipated Base Building Work Completion Date (as defined in Section 6(B) of the Thirteenth Amendment) is hereby amended to mean April 5, 2023, it being understood and agreed that April 5, 2023 shall be deemed to be the Anticipated Base Building Work Completion Date for all purposes under the Thirteenth Amendment.
Each of Landlord and Tenant represents and warrants to the other that it has had no dealings with any real estate broker, finder, or other person other than CBRE and Columbia Group Realty Advisors (collectively, the “Brokers”) with respect to this Fourteenth Amendment. Each of Tenant and Landlord hereby indemnifies and hold harmless the other against and from any claim for any brokerage commission or other fees and all costs, expenses and liabilities in connection therewith, including, without limitation, attorneys’ fees and expenses, arising out of any breach of the foregoing representation and warranty made by it. This representation and warranty shall survive the expiration or earlier termination of the Term hereof.
In the event that any of the provisions of the Lease are inconsistent with this Fourteenth Amendment or the state of facts contemplated hereby, the provisions of this Fourteenth Amendment shall control.
Except as herein and hereby modified and amended, the Lease shall remain in full force and effect and all of the other terms, provisions, covenants, and conditions thereof are ratified and confirmed.
This Fourteenth Amendment may not be modified orally but only by a writing signed by the parties hereto and dated subsequent to the date hereof.
This Fourteenth Amendment shall be governed by, and construed, interpreted, and enforced in accordance with the laws of the Commonwealth of Massachusetts, without reference to its principles of conflicts of law.
This Fourteenth Amendment may be executed in multiple counterparts, each of which shall constitute one agreement, even though all parties do not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
This Fourteenth Amendment constitutes the entire agreement and understanding between the parties with respect to the subject of this Fourteenth Amendment and shall supersede all prior written and oral agreements concerning this subject matter. This Fourteenth Amendment may not be amended, modified or otherwise changed in any respect whatsoever except by a writing duly executed by authorized representatives of Landlord and Tenant. Each party acknowledges that it has read this Fourteenth Amendment, fully Fourteenth all of this Fourteenth Amendment’s terms and conditions, and executes this Fourteenth Amendment freely, voluntarily and with full knowledge of its significance. Each party to this Fourteenth Amendment has had the opportunity to receive the advice of counsel prior to the execution hereof.
This Fourteenth Amendment shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
[Signatures on Following Page]
EXECUTED UNDER SEAL as of the date first above written.
LANDLORD:
BCP-CG 27 Property LLC,
a Delaware limited liability company
By: /s/ Matthew Stegall
Name: Matthew Stegall
Title: Managing Director
TENANT:
Ginkgo Bioworks, Inc., a Delaware corporation
By: /s/ Barry Canton
Name: Barry Canton
Title: CTO
06/01/2022
[Signature Page to Fourteenth Amendment]