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LEASE AGREEMENT AGREEMENT OF LEASE Between GP 275 OWNER, LLC, Landlord, and RELMADA THERAPEUTICS, INC., Tenant. Premises: Suite 702 275 Madison Avenue New York, New York LEASE INFORMATION SUMMARY I. LEASE DATE

Key Takeaway: RELMADA THERAPEUTICS, INC., LEASE INFORMATION SUMMARY I. LEASE DATE: June 9, 2015 II. PARTIES AND ADDRESSES: A. Landlord: GP 275 Owner, LLC B. Landlord's Address for Notices c/o RFR Realty LLC 390 Park Avenue New York, New York 10022 with a copy to: Katsky Korins LLP 605 Thi

Full Press Release Details

RELMADA THERAPEUTICS, INC.,
LEASE INFORMATION SUMMARY
I. LEASE DATE: June 9, 2015
II. PARTIES AND ADDRESSES:
A. Landlord: GP 275 Owner, LLC
B. Landlord's Address for Notices c/o RFR Realty LLC 390 Park Avenue New York, New York 10022 with a copy to: Katsky Korins LLP 605 Third Avenue New York, New York 10158 Attn: Randolph Amengual, Esq.
C. Tenant: Relmada Therapeutics, Inc.
D. Tenant's Address for Notices Prior to the Commencement Date Relmada Therapeutics, Inc. 546 Fifth Avenue, 14 th Floor New York, New York 10036 Attn: Sergio Traversa and Douglas Beck After the Commencement Date: Relmada Therapeutics, Inc. 275 Madison Avenue, Suite 702 New York, New York 10016 Attn: Sergio Traversa and Douglas Beck
III. PROPERTY INFORMATION:
A. Premises: A portion of the seventh (7 th ) floor of the Building, known as Suite 702, as shown cross-hatched on Exhibit 1 annexed hereto and made a part hereof.
B. Building: 275 Madison Avenue, New York, New York
C. Real Property: The real property on which the Building is located.
IV. TERM
A. Term of Lease: Seven (7) years and three (3) months.
B. Commencement Date: The date of "substantial completion" (as hereinafter defined) of Landlord's Work.
C. Expiration Date: The last day of the calendar month in which the seven (7) year, three (3) month anniversary of the day immediately preceding the Commencement Date occurs.
V. RENT:
A. Minimum Rent: (i) Three Hundred Twelve Thousand Six Hundred Sixty and 00/100 ($312,660.00) Dollars per annum ($26,055.00 per month) for the period commencing on the Commencement Date through the day immediately preceding the fourth (4 th ) anniversary of the Minimum Rent Commencement Date; and (ii) Three Hundred Forty One Thousand Six Hundred Ten and 00/100 ($341,610.00) Dollars per annum ($28,467.50 per month) for the period commencing on the fourth (4 th ) anniversary of the Minimum Rent Commencement Date through and including the Expiration Date.
B. Minimum Rent Abatement Period: The first three (3) full calendar months of the Term starting on the Commencement Date. The day immediately following the last day of the Minimum Rent Abatement Period is referred to herein as the "Minimum Rent Commencement Date" .
C. Electricity Factor: $20,265.00 per annum
D. Tenant's Proportionate Share 2.316%
E. Base Tax Amount: The Taxes for the calendar year 2015. Accordingly, the Base Tax Amount shall mean fifty (50%) percent of the sum of (i) the Taxes payable for the New York City fiscal tax year commencing on July 1, 2014 and ending on June 30, 2015, and (ii) the Taxes payable for the New York City fiscal tax year commencing on July 1, 2015 and ending on June 30, 2016.
F. Operating Escalation: Fixed 2.5% per annum increase in Minimum Rent.
G. Security Deposit: $390,825.00, in accordance with and subject to reduction as set forth in Article 27D.
H. Landlord's Work: As described on Schedule B annexed hereto and made a part hereof.
VI. PERMITTED USES General, executive and administrative offices.
VII. BROKERS:
A. Landlord's Broker: RFR Realty LLC and Jones Lang LaSalle
B. Tenant's Broker: Lee & Associates NYC LLC
The summary of lease information set forth
above and any addendum and/or exhibit(s) and/or schedule(s) ("Riders") attached to this Lease are incorporated
into and made a part of the following Lease. Notwithstanding anything to the contrary contained in this Lease, Articles 1 through
31 shall control the rights and obligations of the parties hereto except that the provisions of any Riders shall supersede any
inconsistent provisions in Articles 1 through 31, as the case may be.
1 . PREMISES; TERM; USE AND OCCUPANCY. 1
A. Premises 1
B. Commencement Notice 1
C. Condition Of Premises 2
D. Permitted Uses 3
E. Certificate Of Occupancy 3
2. RENT. 4
A. Minimum Rent 4
B. Additional Rent 4
C. Rent Tax 4
D. Rent Credit 4
3. ESCALATIONS. 5
A. Defined Terms 5
B. Escalation 6
C. Payment of Escalations 6
D. Adjustments 7
E. Operating Cost Increase 8
F. Capital Improvements 8
4 . ALTERATIONS. 8
A. Defined Terms 8
B. Alterations Within Premises 9
C. Landlord's Supervisory Fee 10
D. Required Submissions; Permits 10
E. Completion of Alterations 12
F. Liens 12
G. Miscellaneous Conditions 13
H. Removal of Alterations 14
5. REPAIRS; FLOOR LOAD 15
6 . REQUIREMENTS OF LAW. 16
7. SUBORDINATION. 16
A. Subordination 16
B. Attornment 17
C. Certificates 17
8. RULES AND REGULATIONS 18
9. INSURANCE. 18
A. Tenant's Insurance 18
B. Waiver of Subrogation 19
10 . DESTRUCTION OF THE PREMISES; PROPERTY LOSS OR DAMAGE. 20
A. Repair of Damage 20
B. Termination Options 20
C. Provision Controlling 21
D. Property Loss or Damage 21
11 . CONDEMNATION. 22
A. Condemnation 22
B. Award 22
12 . ASSIGNMENT AND SUBLETTING. 22
A. Prohibition Without Consent 22
B. Notice of Proposed Transfer 23
C. Landlord's Recapture Option 23
D. Effect of Termination by Landlord 23
E. Takeback by Landlord 23
F. Conditions for Landlord's Approval 25
G. Future Requests 26
H. Sublease Provisions 27
I. Profits From Assignment or Subletting 28
J. Other Transfers 28
K. Related Corporation 29
L. Assumption By Transferee; Liability of Tenant 30
M. Office Sharing 30
N. Exclusive Broker 31
13 . ACCESS TO PREMISES 31
14 . LANDLORD'S LIABILITY 32
15. DEFAULT. 32
A. Events of Default. 32
B. Effect of Bankruptcy 34
C. Conditional Limitation 34
D. Repeated Defaults 34
16. REMEDIES AND DAMAGES. 34
A. Landlord's Remedies 34
B. Damages 35
C. Legal Fees 37
17 . FEES AND EXPENSES. 37
A. Curing Tenant's Defaults 37
B. Late Charges 37
18. NO REPRESENTATIONS BY LANDLORD 38
19 . END OF TERM. 38
A. Surrender of Premises 38
B. Holdover by Tenant 38
20 . QUIET ENJOYMENT 39
21 . FAILURE TO GIVE POSSESSION 39
22 . NO WAIVER 39
23 . WAIVER OF TRIAL BY JURY 40
24. INABILITY TO PERFORM 40
25. BILLS AND NOTICES 40
26 . SERVICES. 41
A. Elevator 41
B. HVAC 41
C. After Hours and Additional Services 42
D. Cleaning 42
E. Trash Removal 43
F. Sprinkler System 43
G. Water 43
H. Electricity Service 43
I. Wireless Internet Service 46
J. Interruption of Services 46
27. SECURITY DEPOSIT. 46
A. Deposit of Security 46
B. Letter of Credit 46
C. Application of Security Deposit 47
D. Reduction of Security Deposit 47
E. Temporary Cash Security Deposit 48
28. ADDITIONAL DEFINITIONS. 48
29 . BROKER 49
30 . INDEMNITY 50
31 . MISCELLANEOUS. 50
A. No Offer 50
B. Signatories 50
C. Directory Listings 51
D. Authority 51
E. Signage 52
F. Consents and Approvals 52
G. Rent Control 53
H. Right to Relocate 53
I. Access to Premises 54
J. Confidentiality 54
K. Adjacent Excavation; Shoring 54
L. Labor Harmony 54
M. Captions 54
N. Parties Bound 54
AGREEMENT OF LEASE, made
between GP 275 OWNER, LLC, as landlord, and RELMADA THERAPEUTICS, INC., a Delaware corporation, as tenant.
for themselves, their heirs, distributees, executors, administrators, legal representatives, successors and assigns, hereby covenant
TERM; USE AND OCCUPANCY.
A. Premises. Landlord
hereby leases to Tenant and Tenant hereby hires from Landlord the Premises in the Building for the Term, to commence on the Commencement
Date and to end on the Expiration Date, both dates inclusive, unless the Term shall sooner end pursuant to any of the terms, covenants
or conditions of this Lease or pursuant to law. During the Term, Tenant shall have the non-exclusive right, in common with the
other tenants and occupants of the Building, to use the public common areas of the Building, including, without limitation, the
Building lobby, common elevators and corridors of the Building, and the common restroom facilities located on the floor of the
Building of which the Premises form a part. Subject to the provisions of Article 5 hereof, Landlord shall be responsible for maintaining,
repairing and cleaning such common areas of the Building.
shall fix the Commencement Date upon not less than ten (10) days' written notice to Tenant, which notice shall state that
Landlord has, or on or prior to the commencement date fixed in said notice shall have, substantially completed Landlord's
Work; provided, however, that in the event that Tenant takes possession of the Premises prior to the expiration of such ten (10)
day period, the Commencement Date shall be the date that Tenant so takes possession of the Premises. After the determination of
the Commencement Date, and at Landlord's request, prior to delivery of possession of the Premises to Tenant, Tenant agrees,
to execute, acknowledge and deliver to Landlord an instrument, in form reasonably satisfactory to Landlord, setting forth the Commencement
Date and the Expiration Date; provided, however, that any failure by Tenant to deliver such instrument shall not affect the determination
of the Commencement Date as set forth in such Landlord's notice. Notwithstanding anything contained herein to the contrary,
in the event that: (a) Landlord does not substantially complete Landlord's Work within one hundred eighty (180) days after
the full execution and delivery of this Lease, for any reason other than Excused Delays (as hereinafter defined), the Minimum Rent
Abatement Period shall be extended by one (1) day for each day of such delay; or (b) Landlord does not substantially complete Landlord's
Work within two hundred seventy (270) days after the full execution and delivery of this Lease, Tenant shall have the right to
terminate the Lease on thirty (30) days' prior written notice to Landlord (provided that, if Landlord substantially completes
Landlord's Work within such thirty (30) day period, Tenant's termination shall be void). The term "Excused
Delays" shall mean: (i) the unavailability or delay in delivery of any specialty items chosen by Tenant (e.g.,
floor coverings, lighting fixtures), (ii) delays or interference caused by Tenant, or (iii) Unavoidable Delay (as hereinafter defined).
(ii) Notwithstanding
anything to the contrary contained herein, Tenant and Tenant's employees, agents and approved contractors may enter the Premises
and Building pursuant to a license granted hereunder (the "Pre-Commencement License") for the limited purpose
of performing Tenant's telecom and data installations subject to the limitations hereinafter set forth ("IT Installations").
The Pre-Commencement License shall be subject to such reasonable restrictions and conditions as may be imposed by Landlord from
time to time. The Pre-Commencement License shall commence upon full execution and delivery of this Lease by the parties and end
on the day immediately preceding the Commencement Date (the "Pre-Commencement License Period"). By executing
this Lease, the parties acknowledge that the mutual premises, covenants and conditions set forth herein constitute consideration
for the Pre-Commencement License. Tenant's right to enter onto the Premises and Building pursuant to the Pre-Commencement
License shall not trigger the Commencement Date as long as Tenant complies with the reasonable restrictions and conditions required
by Landlord; provided, however, the remaining terms and provisions of this Lease (including the provisions of Articles 4 and 9),
other than those relating to the payment of Minimum Rent, shall automatically become effective and apply to all activities of Tenant
and Tenant's employees, agents, contractors and licensees in, about, or relating to the Premises or the Building. Tenant
shall coordinate all access to the Building and the Premises, and all activities on and about the Premises relating to the IT Installations
with Landlord, and Tenant shall not interfere with or hinder Landlord in the performance of Landlord's Work. Any interference
with Landlord's Work caused by Tenant or a Tenant Party during the Pre-Commencement License Period shall be considered a
Tenant Delay (as such term is defined in Schedule B hereof).
Of Premises. Subject to the provisions of this Subsection 1C, Tenant agrees to accept possession of the Premises in the condition
which shall exist on the Commencement Date "as is" subject to the completion of Landlord's Work as provided
herein, and further agrees that Landlord shall have no obligation to perform any work or make any installations in order to prepare
the Premises for Tenant's occupancy, other than the performance of Landlord's Work. The taking of possession of the Premises
by Tenant shall be conclusive evidence as against Tenant that, at the time such possession was so taken, the Premises and the
Building (subject to Landlord's completion of the remaining Landlord's Work and the Corridor Work (as hereinafter
defined)) were in good and satisfactory condition and that Landlord's Work was substantially completed. Notwithstanding
the foregoing, Tenant shall have the right to give Landlord notice of any latent defects or conditions in the Landlord's
Work and/or the Premises which defects and/or conditions were not (or would not have been) discernible after diligent examination
of the Premises, provided that such defects and/or conditions are not caused by any Tenant Party (as hereinafter defined), for
a period of forty (40) days after the Commencement Date, TIME OF THE ESSENCE. Landlord shall complete or repair any such items
promptly, but any such items shall not affect the Commencement Date. Landlord shall, within ninety (90) days after the Commencement
Date, perform a Building standard renovation of the common corridor on the seventh (7th) floor of the Building, at
Landlord's sole cost, using Building standard finishes, which shall include the installation of a new ceiling, new lights
and new carpeting (the "Corridor Work"). Landlord shall deliver to Tenant an ACP-5 certificate for the Premises.
shall use and occupy the Premises for the Permitted Uses and uses ancillary thereto (subject to the terms of this Lease), and for
contained herein to the contrary notwithstanding, Tenant shall not use the Premises or any part thereof, or permit the Premises
or any part thereof to be used, (a) for the business of photographic, multilith or multigraph reproductions or offset printing,
(b) for a banking, trust company, depository, guarantee or safe deposit business, (c) as a savings bank, a savings and loan association
or a loan company, (d) for the sale of travelers checks, money orders, drafts, foreign exchange or letters of credit or for the
receipt of money for transmission, (e) as a "retail" stock broker's or dealer's office which shall be open
to the general public (except pursuant to prior appointment), (f) as a restaurant or bar or for the sale of confectionery, soda,
beverages, sandwiches, ice cream or baked goods or for the preparation, dispensing or consumption of food or beverages in any manner
whatsoever, (g) as a news or cigar stand, (h) as an employment agency, labor union office, physician's or dentist's
office or for the rendition of any other diagnostic or therapeutic services, dance or music studio, school (except for the training
of employees of Tenant), (i) as a barber shop, beauty salon or manicure shop, (j) for the direct sale, at retail, wholesale or
otherwise, of any goods or products, (k) for a public stenographer or typist, (l) for a telephone or telegraph agency, telephone
or secretarial service for the public at large, (m) for a messenger service for the public at large, (n) gambling or gaming activities,
obscene or pornographic purposes or any sort of commercial sex establishment, (o) for the possession, storage, manufacture or sale
of alcohol, drugs or narcotics, (p) for the conduct of a public auction, or (q) for the offices or business of any federal, state
or municipal agency or any agency of any foreign government. Nothing in this Subsection shall preclude Tenant from using any part
of the Premises for photographic, multilith or multigraph reproductions in connection with, either directly or indirectly, its
own business and/or activities.
Tenant nor any Tenant Party shall use any portion of the halls, corridors, stairways, elevators or other public portions of the
Building or any entranceways, sidewalks or roadways adjoining the Building in any manner which would cause any unreasonable congestion
or in any way impede the flow of pedestrian traffic outside of the Premises or the Building.
Occupancy. Tenant shall not at any time use or occupy the Premises in violation of the certificate of occupancy issued for the
Premises or for the Building and in the event that any department of the City or State of New York shall hereafter at any time
contend and/or declare by notice, violation, order or in any other manner whatsoever that the Premises are used for a purpose which
is a violation of such certificate of occupancy, Tenant shall, upon five (5) days' written notice from Landlord, immediately
discontinue such use of the Premises.
Last updated: Jun 9, 2015