Exhibit 10.7
SECOND AMENDMENT TO LEASE
This Second Amendment to Lease ("Amendment") is made and entered into as of September 14, 2023 (the "Amendment Effective Date") by and between LIPT 170 Park Avenue, LLC ("Landlord"), a Delaware limited liability company, and CELULARITY INC., a Delaware corporation ("Tenant").
RECITALS
NOW, THEREFORE, in consideration of the above recitals, which by this reference are incorporated herein, the mutual covenants and conditions contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:
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Period | Rent Per Square Foot | Annual Fixed Rent | Monthly Fixed Rent |
Year 4 1/1/23 – 9/30/23 | $19.75 | $2,180,622.15* | $242,291.35 |
Year 4 10/1/23 - 12/31/23 | $22.45 | $826,198.39* | $275,399.46 |
Year 5 1/1/24 - 12/31/24 | $22.95 | $3,378,401.05 | $281,533.42 |
Year 6 1/1/25 - 12/31/25 | $23.45 | $3,452,008.55 | $287,667.38 |
Year 7 1/1/26 - 12/31/26 | $23.95 | $3,525,616.05 | $293,801.34 |
Year 8 1/1/27 - 12/31/27 | $24.45 | $3,599,223.55 | $299,935.30 |
Year 9 1/1/28 - 12/31/28 | $25.00 | $3,672,831.05 | $306,069.25 |
Year 10 1/1/29 - 12/31/29 | $25.45 | $3,746,438.55 | $312,203.21 |
Year 11 1/1/30 - 12/31/30 | $25.95 | $3,820,046.05 | $318,337.17 |
Year 12 1/1/31 - 12/31/31 | $26.45 | $3,893,653.55 | $324,471.13 |
Year 13 1/1/32 - 12/31/32 | $26.95 | $3,967,261.05 | $330,605.09 |
Year 14 1/1/33 - 12/31/33 | $27.45 | $4,040,868.55 | $336,739.05 |
Year 15 1/1/34 - 12/31/34 | $27.95 | $4,114,476.05 | $342,873.00 |
Year 16 1/1/35 - 12/31/35 | $28.45 | $4,188,083.55 | $349,006.96 |
(Stub) 1/1/36 – 1/31/36 | $2.37* | $349,006.96* | $349,006.96 |
* = Prorated
b. Section 36.05 of the Lease is hereby deleted in its entirety and replaced with the following revised Section 36.05:
“36.05. Provided that no Event of Default then exists under this Lease and Tenant shall have at all times maintained the Letter of Credit in the amount required hereunder Tenant may reduce the amount of the Letter of Credit as follows:
consecutive quarters immediately prior to January 1, 2027 (or for two (2) consecutive quarters any time thereafter), and (ii) to the amount of $0.00, if Tenant shall demonstrate
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to Landlord’s reasonable satisfaction that it has continuously held liquid assets in excess of Five Hundred Million and 00/100 ($500,000,000.00) Dollars for the two (2) consecutive quarters immediately prior to January 1, 2030 (or for two (2) consecutive quarters anytime thereafter); provided, that, for the avoidance of doubt, in no event, shall the Letter of Credit be increased by this Section 36.05(b) if the Letter of Credit has been decreased pursuant to Section 36.05(a) below the applicable threshold set forth in this Section 36.05(b).”
Such reduction(s) shall be effected by (x) Tenant exchanging a replacement Letter of Credit meeting the requirements of this Article 36 in the reduced amount for the existing Letter of Credit, or (y) the Bank delivering an amendment to the Letter of Credit reducing the amount thereof (but which does not otherwise amend or modify same), which Landlord shall promptly countersign or authorize in writing if required by the Bank. Landlord acknowledges and agrees that if Tenant provides audited financial statements for Tenant audited by a third-party accounting firm that such financial statements shall be sufficient proof for establishing Tenant’s liquid assets under Section 36.05(b)s.”
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(d) in no event shall any use or occupancy of any portion of the Premises by any Permitted User be deemed to create a landlord/tenant relationship between Landlord and such Permitted User; (e) in all instances, Tenant shall be considered the sole tenant under this Lease notwithstanding the occupancy of any portion of the Premises by the Permitted Users; and (f) such “desk sharing” arrangement shall terminate automatically upon the termination of this Lease. Tenant shall promptly supply Landlord with any documents or information reasonably requested by Landlord
regarding the identity of and use by any Permitted User. Tenant’s rights pursuant to this Section shall be limited to the Celularity, Inc., and such rights shall not be otherwise transferable.
With a copy to: c/o LaSalle Investment Management, Inc.
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333 W. Wacker Drive, 23rd Floor Chicago, Illinois 60606
Attn: General Counsel
With a copy to c/o LaSalle Investment Management, Inc.
333 W. Wacker Drive, 23rd Floor Chicago, Illinois 60606
Attn: Asset Manager – 170 Park Avenue, Florham Park, NJ
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[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment as of the Amendment Effective Date.
LANDLORD:
LIPT 170 PARK AVENUE, LLC
By: /s/ Brett A. Bowman
Name: Brett A. Bowman
Title: Vice President
TENANT: CELULARITY INC.
By:/s/ David C. Beers
Name: David C. Beers
Title: Chief Financial Officer
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EXHIBIT A
CERTIFICATE CONFIRMING RENT SCHEDULE
THIS CERTIFICATE CONFIRMING RENT SCHEDULE (“Certificate”) is made and entered into as of the day of 20 (the “Certificate Effective Date”) by and between LIPT 170 PARK AVENUE, LLC (“Landlord”), a Delaware limited liability company, and CELULARITY INC., a Delaware corporation (“Tenant”). The parties to this Certificate desire to confirm the following:
, 2023 pursuant to the terms and conditions set forth in the Second Amendment dated , 2023.
Period | Rent Per Square Foot | Annual Fixed Rent | Monthly Fixed Rent |
Year 4 1/1/23 – 10/30/23 | $19.75 | $2,180,622.15* | $242,291.35 |
Year 4 11/1/23 - 12/31/23 |
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Year 5 1/1/24 - 12/31/24 |
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Year 6 1/1/25 - 12/31/25 |
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Year 7 1/1/26 - 12/31/26 |
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Year 8 1/1/27 - 12/31/27 |
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Year 9 1/1/28 - 12/31/28 |
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Year 10 1/1/29 - 12/31/29 |
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Year 11 1/1/30 - 12/31/30 |
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Year 12 1/1/31 - 12/31/31 |
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Year 13 1/1/32 - 12/31/32 |
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Year 14 1/1/33 - 12/31/33 |
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Year 15 1/1/34 - 12/31/34 |
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Year 16 1/1/35 - 12/31/35 |
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(Stub) 1/1/36 – 1/31/36 |
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* = Prorated
Please acknowledge the foregoing and your acceptance of possession by signing and returning three (3) fully executed counterparts of this Certificate to Landlord. Tenant’s failure to execute and return this Certificate, or to provide written objection to the statements contained in this Certificate, within ten (10) days after delivery of this Certificate to Tenant shall be deemed an approval by Tenant of the statements contained herein.
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