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THIRD AMENDMENT TO LEASE AGREEMENT
THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Third Amendment”) is made this 2 day of August, 2024 (the “Effective Date”), between ARE-SD REGION NO. 27, LLC, a Delaware limited liability company (“Landlord”), and SINGULAR GENOMICS SYSTEMS, INC., a Delaware corporation (“Tenant”).
RECITALS
A. Landlord and Tenant entered into that certain Lease Agreement dated as of June 26, 2020 (the “Original Lease”), as amended by that certain First Amendment to Lease Agreement dated January 19, 2022 (the “First Amendment”), and that certain Second Amendment to Lease Agreement dated as of July 19, 2023 (the “Second Amendment”) (as amended, the “Lease”). Pursuant to the Lease, Tenant leases certain premises containing approximately 78,498 rentable square feet (the “Premises”) in a building located at 3010 Science Park Road, San Diego, California. The Premises are more particularly described in the Lease. Capitalized terms used herein without definition shall have the meanings defined for such terms in the Lease.
B. Landlord and Tenant desire, subject to the terms and conditions set forth below, to amend the Lease to, among other things, reflect the termination of the Lease with respect to that certain portion of the Premises containing approximately 39,947 rentable square feet, consisting of a portion of the first floor of the Building (which is being converted into a common area lobby) and the entire second floor of the Building, as shown on Exhibit A attached to this Third Amendment (collectively, the “Reduction Premises”), on February 28, 2025 (the “Reduction 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:
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“Premises: That portion of the Building containing approximately 43,514 rentable square feet, consisting of (i) Suite 100 located on the first floor of the Building, (ii) a cold room located directly off of the common shipping and receiving area in the garage level of the Building, and (iii) a machine shop/facilities storage area in the northwest corner of garage level of the Building, all as shown on Exhibit A.”
“Project: The real property commonly known as “One Alexandria Square” on which the Building in which the Premises are located and those certain buildings known as or to be known as 10935 Alexandria Way, 10945 Alexandria Way, 10955 Alexandria Way and 10975 North Torrey Pines Road, San Diego, California, and the land on which they are all located, together with all existing and future improvements thereon including, without limitation, parking structure(s), parking areas, and amenities building(s) and all appurtenances thereto, the current contemplated configuration of which is as shown on Exhibit B.
The Project is contemplated to be known as One Alexandria Square, however, the name and all aspects of the improvements at the Project shall remain subject to change(s) by Landlord.”
“Rentable Area of Premises: 43,514 sq. ft.”
“Rentable Area of Building: 87,631 sq. ft.”
“Rentable Area of Project: 465,776 sq. ft.”
“Tenant’s Share of Operating Expenses of Building: 49.66%”
“Building’s Share of Operating Expenses of Project: 18.81%”
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“Notwithstanding anything to the contrary contained in the Lease, so long as Tenant is not in default under the Lease, Base Rent shall be abated commencing on May 1, 2025, through October 31, 2025 (the “Abatement Period”). Tenant shall commence paying full Base Rent with respect to the remaining Premises on the first day immediately following the expiration of the Abatement Period. For avoidance of doubt, during the Abatement Period, Tenant shall be required to pay administration rent each month equal to the amount of administration rent that Tenant would have been required to pay in the absence of there being an Abatement Period.”
“The term “Operating Expenses” means all costs and expenses of any kind or description whatsoever actually incurred or accrued each calendar year by Landlord with respect to (i) the Building and any legal parcel on which the Building is located, (ii) the parking area and parking structure serving the Project (and for the avoidance of doubt, Tenant is responsible during the Term for the percentage which is Tenant’s pro rata share of the costs and expenses for the parking area and parking structure) but not any of the costs of designing and constructing the parking structure, and (iii) the Project Amenities (as defined below) and the Project but with respect to the Project only to the extent that each building is being allocated its equitable share of such costs and expenses (and for the avoidance of doubt, Tenant is responsible during the Term for Tenant’s pro rata share of the percentage that is the Building’s Share of Operating Expenses of Project of the costs and expenses for matters described in this clause (iii)).”
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Tenant acknowledges that construction noise, vibrations and dust associated with normal construction activities in connection with Landlord’s performance of the Demising Improvements and improvements on the second floor of the Building are to be expected during the course of such construction, and that such construction may adversely affect Tenant’s use and occupancy of the Premises. Tenant waives all claims against Landlord for rent abatement in connection with such construction activities. Landlord will exercise commercially reasonable efforts in any such construction activity to limit the amount of interference with Tenant’s ability to use the Premises for the Permitted Use. Landlord shall communicate on an on-going basis with Tenant as to the scheduling of major construction activities, and Landlord shall accommodate reasonable scheduling requests by Tenant to the extent such scheduling requests do not increase the cost of such planned Landlord construction activities or adversely affect Landlord’s ability to perform its obligations under other tenant leases.
During the course of design and construction of the Premises Improvements, Landlord shall reimburse Tenant for the cost of the Premises Improvements once a month against a draw request in Landlord’s standard form, 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 Premises Improvements (and prior to any final disbursement of the Improvement 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 Premises Improvements and final lien waivers
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from all such contractors and subcontractors; and (ii) “as built” plans for the Premises Improvements. Notwithstanding the foregoing, if the cost of the Premises Improvements exceeds the Improvement Allowance, Tenant shall be required to pay such excess in full prior to Landlord having any obligation to fund any remaining portion of the Improvement Allowance. The Improvement Allowance shall only be available for use by Tenant for the construction of the Premises Improvements commencing on the Effective Date through the Reduction Date. Any portion of the Improvement Allowance which has not been properly requested by Tenant from Landlord on or before the Reduction Date shall be forfeited and shall not be available for use by Tenant.
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As of the Premises Adjustment Date, Tenant shall have the right, at Tenant’s sole cost and expense, to display Tenant’s name and/or logo on a wall sign at the Building in the location and pursuant to the specifications designated on Exhibit I (the “Wall Sign”). Notwithstanding the foregoing, Tenant acknowledges and agrees that the Wall Sign including, without limitation, the size, color and type, shall be subject to Landlord’s prior written approval, which shall not be unreasonably withheld and shall be consistent with the designs reflected on Exhibit I, Landlord’s signage program at the Project and applicable Legal Requirements. Tenant shall be responsible, at Tenant’s sole cost and expense, for the maintenance of the Wall Sign, for the removal of the Wall Sign at the expiration or earlier termination of this Lease and for the repair of all damage resulting from such removal.
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[Signatures are on the next page.]
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Third Amendment as of the day and year first above written.
TENANT:
SINGULAR GENOMICS SYSTEMS, INC.,
a Delaware corporation
By: /s/ Eric Stier
Its: SVP, General Counsel & Secretary
☒ I hereby certify that the signature, name, and title above are my signature, name and title
LANDLORD:
ARE-SD REGION NO. 27, 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/ Gary Dean
Its: Executive Vice President – Real Estate Legal Affairs
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EXHIBIT A
REDUCTION PREMISES
[Omitted]
EXHIBIT B
DESCRIPTION OF PREMISES
[Omitted]
EXHIBIT C
DESCRIPTION OF PROJECT
[Omitted]
EXHIBIT D
DEMISING IMPROVEMENTS
[Omitted]
EXHIBIT E
TENANT MAINTENANCE OBLIGATIONS
[Omitted]
EXHIBIT F
BILL OF SALE AND ASSIGNMENT
[Omitted]
Schedule 1
Personal Property
[Omitted]
EXHIBIT G
GARAGE PARKING
[Omitted]
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EXHIBIT H
CONTROL AREAS
[Omitted]
EXHIBIT I
WALL SIGNAGE
[Omitted]
EXHIBIT J
TENANT’S HAZMAT STORAGE AREA
[Omitted]
EXHIBIT K
FUME HOODS
[Omitted]