Exhibit
10.24(c)


 


CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS 

EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE 

COMPETITIVELY
HARMFUL IF PUBLICLY DISCLOSED.


 


TEXT
OMITTED FROM THIS EXHIBIT IS MARKED WITH [***]


 


CONFIRMATION
AGREEMENT


 


This
Commencement Date Confirmation Agreement (“Agreement”) is made as of June 27, 2019 (“Execution
Date”), by and between Brooklyn Immunotherapeutics LLC (“Sublessor”) and Nezu Asia Capital Management,
LLC (“Tenant”). Sublessor and Tenant may be referred to collectively as the “Parties” and individually
as a “Party.” Initially capitalized terms not defined in this Agreement shall have the same meaning ascribed
to them in the Sublease (as hereinafter defined).


 


RECITALS


 


WHEREAS,
Sublessor and Tenant are parties to that certain Sublease, dated April 18, 2019 (“Sublease”), for Suite
1601, consisting of approximately 999 rentable square feet, located on the sixteenth floor of the building at 654 Madison Avenue,
New York, New York;


 


WHEREAS,
the Parties hereby mutually desire to confirm the occurrence of the Commencement Date and the Rent Commencement Date in accordance
with the terms and conditions Sublease;


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter set forth and other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:


 


1.
Commencement Date. In accordance with Section 1.1 and Section 3.1(a) of the Sublease, Sublessor and Tenant hereby acknowledge
and agree that the Commencement Date of the Sublease is May 15, 2019.


 


2.
Rent Commencement Date. In accordance with Section 1.1 and Section 3.1(a) of the Sublease, Sublessor and Tenant hereby
acknowledge and agree that the Rent Commencement Date of the Sublease is September 1, 2019, and therefore, the Base Rent payable
by Tenant during the’ Term shall be as follows, subject to the term and conditions of the Sublease:


 


	Period	 	Rental
    Rate	 	ERI
    Rate	 	Annual
    Rent	 	Monthly
    Rent
	9/1/19
    - 8/31/20	 	[***]	 	[***]	 	[***]	 	[***]
	9/1/20
    - 8/31/21	 	[***]	 	[***]	 	[***]	 	[***]
	9/1/21
    - 8/31/22	 	[***]	 	[***]	 	[***]	 	[***]
	9/1/22
    - 8/31/23	 	[***]	 	[***]	 	[***]	 	[***]
	9/1/23
    - 8/31/24	 	[***]	 	[***]	 	[***]	 	[***]
	9/1/24
    - 8/31/25	 	[***]	 	[***]	 	[***]	 	[***]
	9/1/25
    - 8/31/26	 	[***]	 	[***]	 	[***]	 	[***]
	9/1/26
    - 10/31/26	 	[***]	 	[***]	 	[***]	 	[***]


 




    	 



     


    

 


3.
Ratification and Confirmation of Sublease. Sublessor and Tenant do hereby ratify and reaffirm the provisions of the Sublease,
which shall continue to be in full force and effect.


 


4.
Mutual Representations and Warranties. The Parties hereto respectively represent and warrant to each other that: (a) each
has the requisite power and authority to enter into this Agreement, (b) all necessary and appropriate approvals, authorizations
and other steps have been taken to effect the legality of this Agreement, (c) the signatories executing this Agreement on behalf
of each of the Parties have been duly authorized and empowered to execute this Agreement, and (d) this Agreement is valid and
shall be binding upon and enforceable against each of the Parties.


 


5.
Counterparts. This Agreement may be executed in any number of counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one
and the same agreement, binding on all of the Parties. Delivery of an executed counterpart to this Agreement by facsimile or other
electronic means (e.g., electronic mail or PDF) shall be effective as delivery of a manually executed counterpart to this Agreement.


 


[Signatures
to appear on following page]


 


[Remainder
of page intentionally left blank]


 




    	2



     


    

 


IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement, as of the Execution Date, by their respective duly authorized
officers.


 


	 	SUBLESSOR
	 	 
	 	Brooklyn
    Immunotherapeutics LLC
	 	 	                       
	 	By:
    	/s/
    George Denny
	 	Name:
    	George
    Denny
	 	Title:	Manager


 




    	3



     


    

 


IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement, as of the Execution Date, by their respective duly authorized
officers.


 


	 	TENANT
	 	 
	 	Nezu
    Asia Capital Management, LLC
	 	 	 
	 	By:
    	/s/
    S. David Snoddy
	 	Name:
    	S.
    David Snoddy
	 	Title:	Managing
    Partner


 




    	4