EX-10.2



 EXHIBIT 10.2 

FIRST AMENDMENT TO LEASE 

THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 26 day of June, 2014, by and between BMR-325
VASSAR STREET LLC, a Delaware limited liability company (“Landlord”), and BIND THERAPEUTICS, INC., a Delaware corporation (“Tenant,” formerly known as Bind Biosciences, Inc.). 

RECITALS 
 A.
WHEREAS, Landlord and Tenant entered into that certain Lease dated as of July 27, 2011 (as the same may have been amended, supplemented or modified from time to time, the “Existing Lease”), whereby Tenant leases certain
premises consisting of approximately thirty-two thousand seven hundred eighty-four (32,784) rentable square feet (the “Original Premises”) from Landlord in the building at 325 Vassar Street in Cambridge, Massachusetts (the
“Building”); 
 B. WHEREAS, Tenant desires to lease additional space from Landlord and Landlord desires to lease additional
space to Tenant; and 
 C. WHEREAS, Landlord and Tenant desire to modify and amend the Existing Lease only in the respects and on the
conditions hereinafter stated. 
 AGREEMENT 

NOW, THEREFORE, Landlord and Tenant, in consideration of the mutual promises contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, agree as follows: 
 1. Definitions.
For purposes of this Amendment, capitalized terms shall have the meanings ascribed to them in the Existing Lease unless otherwise defined herein. The Existing Lease, as amended by this Amendment, is referred to collectively herein as the
“Lease.” 
 2. Additional Premises. Effective on the Additional Premises Term Commencement Date (as defined below),
Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, approximately eighteen thousand three hundred ninety-six (18,396) square feet of space located on the second
(2nd) floor of the Building and certain off-floor mechanical space located on the first (1st) floor and the penthouse level of the
Building (collectively, the “Additional Premises”), as shown on Exhibit A attached hereto, for use by Tenant in accordance with the Permitted Use and in accordance with all other terms and conditions of the Lease. From and
after the Additional Premises Term Commencement Date, the term “Premises” as defined in the Lease (and as used herein), shall mean the Original Premises plus the Additional Premises, for a total of fifty-one thousand one hundred
eighty (51,180) square feet of space. 
 3. Additional Premises Term Commencement Date. The “Additional Premises Term
Commencement Date” shall be January 1, 2015. 







 4. Additional Premises Term. The term with respect to the Additional Premises (the
“Additional Premises Term”) shall commence on the Additional Premises Term Commencement Date and shall expire concurrently with the term for the Original Premises, i.e., on April 30, 2017. 

5. Additional Premises Rent. Commencing on the Additional Premises Term Commencement Date, and during the Additional Premises Term,
Tenant shall pay to Landlord with respect to the Additional Premises: 
 (a) Base Rent for the Additional Premises in the amounts set forth
in the chart below: 
  

																	
	 Dates
	  	Square Feet of
Rentable Area	 	  	Base Rent per
Square Foot of
Rentable Area	 	  	Monthly Base
Rent	 	  	Annual Base
Rent	 
	 January 1, 2015 – December 31, 2015
	  	 	18,396	  	  	$	49.00	  	  	$	75,117.00	  	  	$	901,404.00	  
	 January 1, 2016 – December 31, 2016
	  	 	18,396	  	  	$	50.47	  	  	$	77,370.51	  	  	$	928,446.12	  
	 January 1, 2017 – April 30, 2017
	  	 	18,396	  	  	$	51.98	  	  	$	79,685.34	  	  	$	956,224.08	* 

  

	*	Amount based upon twelve (12) months. 

 (b) Tenant’s Share (as defined in the
Lease) of Operating Expenses (as defined in the Lease, the Property Management Fee (as defined in the Lease) and any other amounts that Tenant assumed or agreed to pay under the provisions of the Lease that are owed to Landlord, including any and
all other sums that may become due by reason of any default of Tenant or failure on Tenant’s part to comply with the agreements, terms, covenants and conditions of the Lease to be performed by Tenant, after notice and the lapse of any
applicable cure periods. 
 (c) Nothing contained in this Amendment, including, without limitation, this Section 5, shall modify or be
construed to modify the Base Rent payable for the Original Premises and the Existing Lease (as it existed prior to this Amendment) shall govern the Base Rent for the Original Premises. 

6. Tenant’s Pro Rata Share. Effective as of the Additional Premises Term Commencement Date, Tenant’s Pro Rata Share shall be
increased to 83.89%. 
 7. Condition of Premises. Tenant acknowledges that (a) it is fully familiar with the condition of the
Additional Premises and, notwithstanding anything contained in the Lease to the contrary, agrees to take the same in its condition “as is” as of the Additional Premises Term Commencement Date, and (b) Landlord shall have no obligation
to alter, repair or otherwise prepare the Additional Premises for Tenant’s occupancy or to pay for any improvements to the Additional Premises, except as may be expressly provided in the Lease. 

  
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 8. Broker. Tenant represents and warrants that it has not dealt with any broker or agent
in the negotiation for or the obtaining of this Amendment, other than Transwestern RBJ, LLC (“Broker”), and agrees to reimburse, indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord,
at Tenant’s sole cost and expense) and hold harmless the Landlord Indemnitees (as defined in the Lease) for, from and against any and all cost or liability for compensation claimed by any such broker or agent, other than Broker, employed or
engaged by it or claiming to have been employed or engaged by it. Broker is entitled to a leasing commission in connection with the making of this Amendment, and Landlord shall pay such commission to Broker pursuant to a separate agreement between
Landlord and Broker. 
 9. Parking. Effective as of the Additional Premises Term Commencement Date, Tenant shall have a
non-exclusive, irrevocable license to use, but shall not be obligated to use, the following allocation of parking facilities serving the Project in common on an unreserved basis with other tenants of the Building during the Term and any extensions
thereof pursuant to the Lease: (a) one-third (1/3) of a parking space per one thousand (1,000) rentable square feet of the Additional Premises in the Adjacent Lot (as defined in Section 13.3 of the Existing Lease) and
(b) two-thirds (2/3) of a parking space per one thousand (1,000) rentable square feet of the Additional Premises in the Hyatt garage (as defined in Section 13.3 of the Existing Lease) (collectively, (a) and
(b) “Tenant’s Additional Premises Parking Pro Rata Share”). Effective on the Additional Premises Term Commencement Date, Tenant’s Parking Pro Rata Share (as defined in Section 13.3(a) of the Existing Lease) shall
be increased to reflect Tenant’s Additional Premises Parking Pro Rata Share. Tenant’s use of Tenant’s Additional Premises Parking Pro Rata Share of parking facilities shall be subject to and in accordance with Section 13.3 of the
Existing Lease. Simultaneously with payments of Base Rent, Tenant shall pay Landlord as Additional Rent for Tenant’s Additional Premises Parking Pro Rata Share at the rate of One Hundred Dollars ($100.00) per space per month in the Adjacent Lot
and One Hundred Ninety-Five Dollars ($195.00) per space per month in the Hyatt garage, which amounts may be increased by Landlord from time to time upon thirty (30) days’ prior written notice from Landlord to Tenant to reflect then-current
market rent. 
 10. No Default. Tenant represents, warrants and covenants that, to Tenant’s actual knowledge, Landlord and
Tenant are not in default of any of their respective obligations under the Lease and no event has occurred that, with the passage of time or the giving of notice (or both) would constitute a default by either Landlord or Tenant thereunder. 

11. Notices. Tenant confirms that, notwithstanding anything in the Lease to the contrary, notices delivered to Tenant pursuant to the
Lease should be sent to: 
 BIND Therapeutics, Inc. 

325 Vassar Street 

Cambridge, Massachusetts 02139 

Attn: Andrew Hirsch 

  
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 12. Address for Rent Payments. The address for Rent payments in Section 2.8 of the
Lease is hereby deleted and replaced with the following address: 
 BMR-325 Vassar Street LLC 

Attention Entity 735 

PO Box 511415 

Los Angeles, California 90051-7970 

13. Effect of Amendment. Except as modified by this Amendment, the Existing Lease and all the covenants, agreements, terms, provisions
and conditions thereof shall remain in full force and effect and are hereby ratified and affirmed. In the event of any conflict between the terms contained in this Amendment and the Existing Lease, the terms herein contained shall supersede and
control the obligations and liabilities of the parties. From and after the date hereof, the term “Lease” as used in the Lease shall mean the Existing Lease, as modified by this Amendment. 

14. Successors and Assigns. Each of the covenants, conditions and agreements contained in this Amendment shall inure to the benefit of
and shall apply to and be binding upon the parties hereto and their respective heirs, legatees, devisees, executors, administrators and permitted successors and assigns and sublessees. Nothing in this section shall in any way alter the provisions of
the Lease restricting assignment or subletting. 
 15. Miscellaneous. This Amendment becomes effective only upon execution and
delivery hereof by Landlord and Tenant. The captions of the paragraphs and subparagraphs in this Amendment are inserted and included solely for convenience and shall not be considered or given any effect in construing the provisions hereof. All
exhibits hereto are incorporated herein by reference. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option for a lease, and shall not be effective as a lease, lease amendment or
otherwise until execution by and delivery to both Landlord and Tenant. 
 16. Authority. Tenant guarantees, warrants and represents
that the individual or individuals signing this Amendment have the power, authority and legal capacity to sign this Amendment on behalf of and to bind all entities, corporations, partnerships, limited liability companies, joint venturers or other
organizations and entities on whose behalf such individual or individuals have signed. 
 17. Counterparts; Facsimile and PDF
Signatures. This Amendment may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same document. A facsimile or portable document format (PDF) signature on this Amendment shall be equivalent
to, and have the same force and effect as, an original signature. 
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 IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as a sealed Massachusetts
instrument as of the date and year first above written. 
  

			
	LANDLORD:
	
	 BMR-325 VASSAR STREET LLC,
 a
Delaware limited liability company

		
	By:	 	 /s/ Kevin M. Simonsen

	Name:	 	 Kevin M. Simonsen

	Title:	 	 VP, Real Estate Legal

	
	TENANT:
	
	 BIND THERAPEUTICS, INC.,
 a Delaware
corporation

		
	By:	 	 /s/ Andrew Hirsch

	Name:	 	 Andrew Hirsch

	Title:	 	 Chief Operating Officer and Chief Financial Officer



  
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