amendmenttolease12062021






SECOND AMENDMENT TO LEASE  DC ccvYl kte.v  THIS SECONp·AMENDMENT TO LEASE (this "Amendment") is made as of  the Lf!V' day of Nevfurber. 2021, by and between SELIG HOLDINGS COMPANY,  LLC, a Delaware limited liability company ("Selig" or "Lessor"), and CTI  BIOPHARMA CORP., a Delaware corporation ("CTI" or "Lessee").  WIT NE S S ET H:  WHEREAS, Lessor and Cell Therapeutics, Inc. ("Original Tenant"), predecessor  in interest to Lessee, entered into that certain Lease titled "3101 Western. A venue Office  Lease" dated January 27, 2012 (the "Original Lease"), as amended by that certain letter  agreement by and between Lessor and Original Tenant, dated June 7, 2012 (the "First  Amendment" together with the Original Lease, the "Lease" or ' Existing Lease"),  pertaining to certain premises more particularly described in the Lease in the btilding  commonly known as 3101 Western Avenue (the "Building""), located at 3101 Western  Avenue, Seattle, Washington 98121;  WHEREAS, the term of the Lease is currently scheduled to expire on April 30,  2022;and  WHEREAS, Lessor and Lessee now desire to extend the Lease term, reduce the  Premises, and to further amend the Lease subject to the terms and conditions set forth  below.  NOW, THEREFORE, we hereby agree that, in consideration of the foregoing and  other consideration, the receipt of sufficiency of which are hereby acknowledged, upon full  execution of this Second Amendment (the "Second Amendment Date") Lessor and  Lessee agree the Existing Lease will be modified as follows (and from and after such  execution, all references in the Existing Lease to the "Lease" or words of similar effect  shall mean "the Existing Lease as modified by the Second Amendment"):  1. Defined Terms. Unless otherwise defined in this Amendment, any  capitalized or defined term used herein shall have its respective meaning as set forth in the  Lease. As used in this Amendment, the following terms shall have the respective meanings  indicated below:  (a) "Extension Commencement Date" shall mean May 1, 2022;  (b) "Existing Premises" shall mean the existing premises demised  pursuant to the Lease, namely those certain premises containing approximately  66,045 rentable square feet on the sixth, seventh, and eighth floors of the Building;  ( c) "First Extension Premises" shall mean the Premises existing as of  the Extension Commencement Date.  





 






Second Amendment to Lease  Selig Holdings Company, LLC / CTI BioPharma Corp.  Page 2 of 10  2. Term. The lease term ("Term") is hereby extended, by three (3) years,  bringing forth a new expiration date of April 30, 2025 (such additional period, the "First  Extension Term"). From and after the Second Amendment Date, all references in the  Lease to the "Term", the "term of the Lease", and/or the "Lease term" shall be deemed to  mean "the original term of the Existing Lease, as extended by the First Extension Term."  3. Reduction of Premises. On April 30, 2022 (at 11 :59 p.m. local time):  (a) CTI shall relinquish all rights and responsibilities associated with  the 6th and 7th floors of the Building (the "First Reduction Premises");  (b) CTI shall return the First Reduction Premises to Selig in a broom  clean condition, normal wear and tear excepted, and otherwise in accordance with  Section 7 of the Existing Lease; and  ( c) Notwithstanding anything to the contrary contained herein, CTI  shall continue to pay Selig as and when due for rent and all other amounts due under  the Existing Lease that may accrue through April 30, 2022, as to the First Reduction  Premises.  4. Existing Lease Terms. Upon the Extension Commencement Date:  (a) The Premises shall mean the Existing Premises, less the First  Reduction Premises. The "Premises" will consist of 23,147 rentable square feet  measured in accordance with BOMA' s 201 7 Standard Method of Measurement and  "Lessee proportionate share" shall be equal to 11.959% CTI and Selig  acknowledge and agree that the number of rentable square feet in the Building in  which the leased Premises are located is 193,552 square feet;  (b) Notwithstanding anything to the contrary set forth in Section 19 of  the Existing Lease, for purposes of determining Lessee's proportionate share of  Operating Services and Real Estate Taxes, the "Base Year" shall be reset to 2022,  and only actual increases from these Base Year Costs ( determined using a 2022  Base Year), if any, will be passed on to Lessee on a proportionate basis pursuant to  the method set forth in the Existing Lease provided increases in Controllable  Expenses shall not exceed five percent (5%) annually on a cumulative,  compounding basis. The Monthly Rent described below includes CTI's  proportionate share of Operating Services and Real Estate Taxes for the first twelve  months of the First Extension Term, "Base Year Costs", and CTI shall not be  responsible for the payment of Lessee's proportionate share of increases in  Operating Services and Real Estate Taxes until the commencement of the 13th  month of the First Extension Term (i.e., May 1, 2023, and so Lessee's proportionate  share of any increases in Operating Services and Real Estate Taxes in calendar year  2023 shall be pro-rated based on the number of days in 2023 after the  commencement of such 13th month of the First Extension Term); and  





 






Second Amendment to Lease  Selig Holdings Company, LLC / CTI BioPharma Corp.  Page 3 of 10  ( c) The first four sentences of the defined term "Computation of  Adjustments to Base Year Costs" is hereby deleted and replaced as follows:  "Commencing with calendar year 2023, Lessor will provide Lessee with its  estimate of Lessee's proportionate share of any increases in Base Year Costs  for such calendar year based on a review of historical data. Commencing  with the 13th month of the First Extension Term, and the 1st month of any  calendar year thereafter, Lessee will pay with its Monthly Rent such  monthly estimated amount of Lessee's proportionate share of any increases  in Base Year Costs for such calendar year. If Lessor has not provided an  updated estimate of Lessee's proportionate share of increases in Base Year  Costs at the time any calendar year commences, Lessee shall continue to  make estimated payments at the same rate as the prior year until Lessor  provides a new estimated amount to Lessee. Lessee shall be responsible for  any increase between Lessee's proportionate share of Base Year Costs and  Lessee's proportionate share of each respective Comparison Year(s) Costs,  subject to the proration of such increases in 2023 as provided above."  5. Landlord Work. Selig shall, at Selig's sole cost and expense pay for and  complete the following improvements, in each case no later than the Extension  Commencement Date:  (a) professionally shampoo and clean the carpets throughout the First  Extension Premises (as defined below);  (b) repaint the walls throughout the First Extension Premises using one  (1) base color and at least one (1) accent color, such colors to be acceptable to CTI;  ( c) demolish the conference room walls as shown in the floor plans  attached as Exhibit A attached hereto and replace such walls with folding or  stacking walls and doors so that the applicable portion of the Premises can be  opened for large gatherings, such walls and doors to be acceptable to CTI. The cost  to provide and install such walls shall not exceed $50,000.00 unless such excess is  consented to in advance by CTI. CTI shall pay any such approved excess  amount. Upon completion of installation of the new walls and doors, Selig shall,  no later than the Extension Commencement Date and at Selig's sole cost and  expense, also modify all building and Premises mechanical, electrical, and  plumbing systems affected and to recalibrate same so they are in good working  order for within the Premises. CTI shall, at CTI's sole cost and expense, be  responsible for modification of any data/telephone lines affected; provided, no  modifications of data/telephone lines shall be made without CTI' s prior written  approval. In connection with the work described in this paragraph, Selig shall, or  shall cause to be done:  





 






Second Amendment to Lease  Selig Holdings Company, LLC / CTI BioPharma Corp.  Page 4 of 10  1. conduct and complete all work in good and workmanlike fashion  using no lesser quality materials than building-standard;  11. use commercially reasonable efforts not to disrupt the operations  of CTI (including conducting work during nights and weekends to  the extent reasonably practicable);  111. provide CTI with at least (x) seven (7) days prior notice before  commencing such work, (y) fourteen (14) days prior notice before  commencing any work during business hours and (z) with regard  to the work described in item ( c) of this paragraph, the timing for  such work shall be determined in CTI's sole discretion, but shall  not extend beyond reasonably practicable times; and  1v. upon completion of such work, leave any affected areas in broom­ clean condition, and free from all trash and debris.  6. Amendment to Section 42. Effective as of the Second Amendment Date and  continuing throughout the term of the Lease (as amended hereby), Section 42 of the  Existing Lease is hereby deleted in its entirety and replaced as follows:  "42. RIGHT OF FIRST REFUSAL. Without limiting Lessee's rights  pursuant to Paragraph 3 8, Lessor hereby grants Lessee a continuing right of first  refusal to lease the entirety of any space available on the seventh (7th) floor of the  Building (the "ROFR Space") which is currently available or later becomes  available during the Term and any extension thereof (the "Right of First Refusal").  If Lessor receives a bona-fide good-faith offer from a prospective tenant (a  "Prospective Tenant") to lease the ROFR Space, Lessor shall give written notice to  Lessee (the "ROFR Notice") within five (5) days of the third-party offer. Lessee  shall have ten (10) business days from the receipt of the ROFR Notice to exercise,  in writing to the Lessor, the Right of First Refusal. If Lessee fails to notify Lessor  of its intent to exercise the Right of First Refusal within the time frame described  herein, Lessee shall be deemed to have waived the Right of First Refusal with  respect to that prospective tenant's offer. If Lessee exercises the Right of First  Refusal, Lessee shall be required to lease the ROFR Space. If Lessee exercises its  Right of First Refusal for any ROFR Space during the first twenty-four (24) months  of the Lease term following the Second Amendment Date, the lease of the ROFR  Space shall be on the same terms and conditions as set forth in this Lease. If Lessee  exercises its Right of First Refusal for any ROFR Space after the first twenty-four  (24) months of the Lease term, the Monthly Rent and allowances for the ROFR  Space shall be the Market Rent.  "Lessee's rent for the ROFR Space shall commence when such space is available  for occupancy or upon the substantial completion of the mutually agreed-upon  improvements of such space (excepting any minor punch-list items), subject to a  reasonable and mutually agreed upon schedule for completion of such  improvements. The costs for the improvements to the ROFR Space shall be  mutually agreed upon by the parties hereto.  





 






Second Amendment to Lease  Selig Holdings Company, LLC / CTI BioPhanna Corp.  Page 5 of 10  "In the event the parties cannot agree on the Monthly Rent and allowances fair  market value described in this Section, and Lessee still desires to exercise the Right  of First Refusal, they shall agree to establish such rent by the method of arbitration  described in Section 41.  "Lessee shall not have the right to exercise the Right of First Refusal at any time  that it is in default under the terms and conditions of this Lease.  "Notwithstanding the foregoing limitations, Lessor shall be free to offer renewal  options for ROFR Space to Prospective Tenants, provided such offers are  subordinate to the Right of First Refusal."  7. Amendment to Section 41. Effective as of the Second Amendment Date  and continuing throughout the term of the Lease (as amended hereby), the first two  sentences of Section 41 of the Existing Lease are hereby deleted in their entirety and  replaced as follows:  "41. RENEW AL OPTION. Lessee shall have one (1) five (5)-year option to  extend the Term of this Lease for a portion of or the entire Premises upon the terms  and conditions of this Lease (the "Renewal Term"). In such event, Lessor will  provide a refurbishment allowance of $5.00 per rentable square foot of the Premises  (the "TI Allowance") at the beginning of the Renewal Term. The Monthly Rent for  a Renewal Term will be the fair market value (the "Market Rent") for comparable  space in comparable buildings in the surrounding area (the "Market Area"), which  Market Rent shall be further described as one-hundred percent ( 100%) of prevailing  rates for the most recently negotiated leases and lease amendments taking into  account all relevant factors, but without any increase in rental value attributable to  the improvements in the Premises or the TI Allowance, in the Market Area and  shall not require a minimum subject to Lessee's previous rental rates. The  determination of the Market Rent shall take into account all concessions granted to  tenants in the Market Area including, but not limited to, free rent, free parking,  leasing commissions paid to Lessee's agent, if any, and moving or other  allowances."  8. Amendment to Section 39. Section 39 of the Existing Lease is hereby  modified such that CTI shall have the right but, not the obligation, to rent, up to a total of  41 parking stalls of which up to 4 stalls inside are reserved and up to 4 stalls outside are  reserved in each case in CTI' s sole discretion. The balance are non-reserved inside stalls.  The monthly rate of parking shall be consistent with market rates (provided increases shall  not exceed three percent (3%) annually on a non-cumulative basis). The parking rental  rates, as of the Second Amendment Date are as follows: (a) Inside non-reserved: $210 plus  taxes; (b) Inside reserved: $420.00 and is not subject to tax; (c) outside non-reserved:  $185.00 plus taxes; and (d) outside reserved: $370.00 and is not subject to tax.  





 






Second Amendment to Lease  Selig Holdings Company, LLC / CTI BioPharma Corp.  Page 6 of 10  9. First Extension Term Monthly Rent. The rate of Monthly Rent during the  First Extension Term shall be as follows:  Extension Commencement Date - April 30, 2023:  May 1, 2023 - April 30, 2024:  May 1, 2024-April 30, 2025:  $70,966.57 per month  $73,095.57 per month  $75,288.43 per month  10. Prepaid Rent. Selig acknowledges that it is currently holding pre-paid rent  in the original deposited amount of One Hundred Ninety-Three Thousand Eight Hundred  Ninety-One and 00/100 Dollars ($193,891.00). Within five (5) business days after the  Second Amendment Date, Selig shall return such amount, together with any interest  thereupon, to CTI. From and after the return of the foregoing amounts, Section 4 of the  Existing Lease shall be deleted in its entirety and replaced as follows: "4. Reserved"  11. Brokers. CTI hereby represents to Selig that CTI has dealt with no broker  in connection with this Second Amendment other than Flinn Ferguson Cresa ("Tenant's  Broker"). CTI agrees to defend, indemnify, and hold Selig harmless from all claims of any  brokers (other than Tenant's Broker) claiming to have represented CTI in connection with  this Second Amendment. Selig hereby represents to CTI that Selig has dealt with no broker  in connection with this Second Amendment. Selig agrees to indemnify and hold CTI  harmless from all claims of Tenant's Broker and any brokers claiming to have represented  Selig in connection with this Second Amendment.  12. Landlord Representations. Selig hereby represents that: (a) the Existing  Lease is in full force and effect and has not been modified or amended except as described  herein and modified hereby; (b) Selig is the owner of the Building and has not assigned or  otherwise transferred its interest in the Lease; ( c) neither Selig nor CTI is in default of its  respective obligations under the Lease, nor do any facts, circumstances or occurrences exist  that, but for the passage of time or the delivery of notice, would result in a default under  the Lease; and ( d) the execution, delivery and compliance with, and performance of the  terms and provisions of, this Amendment will not conflict with or result in any violation  of any provision of any bond, note or other instrument of indebtedness, contract, indenture,  mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which  Lessor or any affiliate thereof is a party.  13. Incorporation. Except as modified herein, all other terms and conditions  of the Existing Lease shall remain unchanged. The Existing Lease, as amended herein,  constitutes the entire understanding and agreement of the parties with respect to the subject  matter hereof, and all prior agreements, representations, and understandings between the  parties with respect to the subject matter hereof, whether oral or written, are or should be  deemed to be null and void, all of the foregoing having been merged into this Second  Amendment. This Second Amendment may be executed in multiple counterparts each of  which is deemed an original but together constitute one and the same instrument. This  Second Amendment may be executed in so-called "pdf' format and each party has the right  to rely upon a pdf counterpart of this Second Amendment signed by the other party to the  





 






Second Amendment to Lease  Selig Holdings Company, LLC I CTI BioPharma Corp.  Page 7 of 10  same extent as if such party had received an original counterpart. The provisions of this  Second Amendment shall bind and inure to the benefit of the parties hereto and their  respective heirs, representatives, successors, and assigns to the same extent as set forth in  the Existing Lease. Each signatory of this Second Amendment represents hereby that he or  she has the authority to execute and deliver the same on behalf of the party hereto for which  such signatory is acting without the need for any consent that has not already been secured.  SIGNATURE PAGES FOLLOW  





 






AGREED AND ACCEPTED:  SELIG HOLDINGS COMP ANY, LLC CTI BioPharma Corp.  By: By:  A~  Adam Craig J  Its: Manager Its: CEO  Dated: Dece:m\:?ev V I -io u Dated:  LESSOR ACKNOWLEDGMENT  STATE OF WASHINGTON  COUNTY OF KING  )  ) ss.  )  On this the (j)tt"I day of QC ccmYtev::: , 2021, before me a Notary Public duly  authorized in and for the said County in the State aforesaid to take acknowledgments  personally appeared MC\ fhn St I iq ' persona~y ~owp to  me to be the Mo.roq·c r of thecTM~I'\~ ~}5 }~ the  \r(.SOV: that executed the foregoing instrument and acknowle ge the said  instrument to be the free and voluntary act and deed of said governmental agency for the  uses and purposes therein mentioned, and on oath stated that (s)he was authorized to  execute said instrument.  In Witness Whereof I have hereunder set my hand and affixed my official seal the  day and year first above written.  Name Printed:  Melavne Jot:)e,  Nota[Y Public in and for the State of  WCL~\h@J\  residin at  





 






LESSEE ACKNOWLEDGMENT  STATE OF WASHINGTON  COUNTY OF KING  )  ) ss.  )  On this the _le_ day of .Dec..-e-N\.-b-e..Y--, 2021, before me a Notary Public duly  authorized in and for t e said County in the State aforesaid to take acknowledgments  personally appeared 0-VY\. Qk-o..,\ personally knR'fU t~ r; _  me to be the C,,'E D ""-- ru · of the c;{7 \'?J t b ~~ vov-p.  \~ that executed the foregoing instrument and acknowledge the said  instrument to be the free and voluntary act and deed of said governmental agency for the  uses and purposes therein mentioned, and on oath stated that (s)he was authorized to  execute said instrument.  





 






EXHIBIT A  DEPICTION OF CONFERENCE ROOM WALL