Exhibit
10.4


 


SIXTH
AMENDMENT TO LEASE


 


THIS
SIXTH AMENDMENT TO LEASE (the “SIXTH Amendment”) is made as 23rd day of March 2018 by and between American Twine Limited
Partnership, a Massachusetts limited partnership (the “Landlord”), having an address c/o Transatlantic Investment
Management, Inc. 222 Third Street, Cambridge, Massachusetts and Variation Biotechnologies (US), Inc. (the “Tenant”),
having an address at 222 Third Street. Cambridge, MA 02142.


 


WITINESSTH
THAT


 


	WHEREAS:
    	Landlord
    and Tenant are the current parties to that certain Lease dated May 31, 2012, as amended by the First Amendment dated June
    28, 2013, the Second Amendment dated October 2, 2013, and the Third Amendment dated January 31. 2014, the Fourth Amendment
    dated August 7, 2014, the Fifth Amendment dated May 9, 2017 (together the “Lease”) with respect to approximately
    2,359 rentable square feet, suite 2241, in the building located on the property known as 222 Third Street, Cambridge, Middlesex
    County, Massachusetts; and
	 	 
	WHEREAS:	Landlord
    and Tenant desire to amend the Lease to extend the term, expand into suite 2240 and other changes to the Lease as agreed to
    by the parties.


 


NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. the parties hereby
agree to amend the Lease as follows:


 


	1.	The
    Effective Date of this Sixth Amendment shall be April 1, 2018.
	 	 
	2.	As
    of the Effective Date Section 1.1 of the Lease Premises, will be amended to add Suite 2240 consisting of 1,116 rentable square
    feet.





 


	Suite
    2240	 	Suite
    2241	 
	1,116	 	 	2,359	 



 


	3.	As
                                         of the Effective Date, Section 1.1 of the Lease, Term will be amended to extend the term
                                         by Two (2) Years and One (1) month, terminating on April 30, 2020.
	 	 
	4.	As
                                         of the Effective Date Section 1.1 of the Lease, Annual Fixed Rent will be amended to
                                         add the following:



 


Suite
2240


4/1/2018
– 3/31/2019: $77,004.00 ($69.00/sf)


4/1/2019
– 3/31/2020: $78,120.00 ($70.00/sf)


4/1/2020
– 4/30/2020: $79,236.00 ($71.00/sf)


 


Suite
2241


5/1/2018
– 4/30/2019: $148,617.00 ($63.00/sf)


5/1/2019
– 4/30/2020: $150,976.00 ($64.00/sf)


 


	5.	As
                                         of the Effective Date section 1.1 of the Lease under the heading “Pro-Rota”
                                         will be amended as follows:



 


	Suite 2240	 	 	Suite 2241	 
	 	.96	%	 	 	2.04	%





 




    	 



    	 



    




 


	6.	As
    of the Effective date, section 1.1 Lease under the heading “Tax Base” will be amended to add suite 2240 for Calendar
    Year 2018.
	 	 
	7.	As
    of the Effective Date, section 1.1 of the Lease under the heading “Operating Base” will be amended to add suite
    2240 for Calendar Year 2018.
	 	 
	8.	Landlord
    will complete the following work in suite 2240 prior to Effective Date. The modifications in suite 2240 are as shown in Exhibit
    A.





 


	 	·	Demo/remove two walls and kitchenette area.
	 	·	Paint entire office with two colors as selected by tenant from Landlord’s samples.
	 	·	Replace carpet in “reception area” where wall is being removed.
	 	·	Replace all light fixtures with building standard LED cable hung fixtures. All Leasehold improvements shall be mutually agreed upon using building standard procedures and materials.







 


As
a Concession (as defined herein), Landlord shall cause to be performed the work defined above (“Landlord’s Work”).
All such work shall be done in a good and workmanlike manner employing first quality materials, free from defects and so as to
conform to all applicable building and zoning law s. Tenant agrees that Landlord may make any immaterial changes in such work
which may become reasonably necessary or advisable, without approval of Tenant , provided written notice is promptly given to
Tenant, and Landlord may make material changes in such work only with the prior written approval of Tenant.


 





Except
for Landlord’s Work, Tenant hereby accepts the Premises “as is,” with all faults, whether latent. patent or
otherwise, and hereby warrants and represents that it has caused such inspections to be made of the Premises by persons or companies
of its choosing and has had such reports and evaluations of the Premises issued, as it has determined is appropriate, and is satisfied
in all respects therewith.


 


	9.	As
    of the Effective Date, section 1.1 of the Lease under the heading “Parking” will be amended to be Two (2) Reserved
    Parking Spaces at the current market rate of $200/month/space).
	 	 
	10.	Tenant
    understands and agrees that Landlord’s agreement to provide, grant, afford, and/or incur the cost of any “Concession”
    described within the Lease or this Amendment is expressly conditioned on Tenant’s full and timely performance of all
    terms, conditions, and obligations of the Lease and this Amendment and that accordingly, in the event of any default by Tenant
    beyond any applicable notice and cure period, Landlord shall recover from Tenant, as Additional Rent, and in addition to all
    other remedies available to Landlord under the Lease and/or under law, the Full Value of such Concessions. As used herein,
    the term “Full Value” shall mean the full dollar amount expended by Land lord with respect to those Concessions
    which required expenditure s by Landlord, and the amount the Land lord would have received from the Tenant but for those Concessions
    which involved payment waivers or abatements by Landlord.
	 	 
	11.	Landlord
    acknowledges that it currently holds $17,201.00 as a Security Deposit under the Lease. Upon execution of this Sixth Amendment
    Tenant shall to pay to Landlord as additional Security Deposit the sum of $1,981.00 for suite 2240. As of the Effective Date
    the information contained in Article 1 of the Lease, immediately following the heading “Security Deposit” shall
    be amended to $19,184.00.
	 	 
	12.	Tenant
    represents and warrants that Tenant has had no contact with any broker in connection with this Sixth Amendment to Lease. Landlord
    represents and warrants the Landlord has had no contact with any broker in connection with this Sixth Amendment. Landlord
    and Tenant will each indemnify and hold the other harmless in the event that any broker claims a commission from Landlord
    as a result of representing Tenant or from Tenant as a result of representing Landlord.


 




    	 



    	 



    




 


Except
as expressly amended by this Sixth Amendment, all of the terms and conditions of the Lease shall remain unchanged and in full
force and effect.


 


IN
WITNESS WHEREOF, the parties have caused this Sixth Amendment to be executed as of the date first above written.


 


	LANDLORD:	AMERCIAN TWINE LIMITED PARTNERSHIP
	 	 	 	 
	 	By:
    	ATLP,
    Inc., its general partner	 
	 	 	 	 
	 	By:	/s/ Anthony
    Goschalk	 
	 	 	Anthony
    Goschalk	 
	 	 	President	 


 


	TENANT:	Variation Biotechnologies (US), Inc.
	 	 	 	 
		By:	/s/ Jeff Baxter	 
	 	 	Jeff
    Baxter	 
	 	 	Chief
    Executive Officer	 


 




    	 



    	 



    




 


Exhibit
A