Common use of PRIME LESSOR CONSENT Clause in Contracts

PRIME LESSOR CONSENT. This Sublease is subject to the consent of Prime Lessor, and Sublessee acknowledges and agrees that this Sublease shall convey no rights to Sublessee until the Prime Lessor has given its written consent hereto in accordance with the terms of the Prime Lease. If the Prime Lessor’s consent is not obtained to this Sublease on or before forty-five (45) days after the Execution Date (the “Consent Deadline”), then Sublessee may terminate this Sublease upon five (5) business days’ written notice to the Sublessor given any time following the Consent Deadline (unless Prime Lessor delivers the consent during such five (5) business day period, in which case such termination notice shall be null and void and of no force and effect), and this Sublease shall terminate automatically upon expiration of such five (5) business day notice period. Sublessor shall be responsible for paying all costs and expenses payable to Prime Lessor under the Prime Lease in connection with obtaining such consent. Sublessor shall not be liable to Sublessee for the failure or refusal of Prime Lessor to consent to this Sublease. EXECUTED under seal, in any number of counterpart copies, each of which counterpart copies shall be an original for all purposes, as of the Execution Date. SUBLESSOR: XXXXX THERAPEUTICS, INC. By /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Its: Chief Operating Officer SUBLESSEE: BLUEBIRD BIO, INC. By /s/ Xxx Xxxxxxxxxx Name: Xxx Xxxxxxxxxx Its: Vice President, Operations

PRIME LESSOR CONSENT. This Sublease is subject to the consent of Prime Lessor, shall not be effective until and Sublessee acknowledges and agrees that this Sublease shall convey no rights to Sublessee until the unless Prime Lessor has given its written consent hereto in accordance with the terms of the Prime Lease. If the Prime Lessor’s consent is not obtained to this Sublease on or before forty-five (45) days after the Execution Date (the “Consent Deadline”), then Sublessee may terminate this Sublease upon five (5) business days’ written notice to the Sublessor given any time following the Consent Deadline (unless Prime Lessor delivers the consent during such five (5) business day period, in which case such termination notice shall be null and void and of no force and effect), and this Sublease shall terminate automatically upon expiration of such five (5) business day notice period. hereto; Sublessor shall be responsible for paying all costs and expenses payable to Prime Lessor under the Prime Lease in connection with obtaining such consent. Sublessor shall not be liable to Sublessee for the failure or refusal of Prime Lessor to consent to this Sublease. EXECUTED under seal, in any number of counterpart copies, each of which counterpart copies shall be an original for all purposes, as of the Execution Dateday and year first above written. SUBLESSOR: XXXXX THERAPEUTICS, INC. By /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Its: Chief Operating Officer SUBLESSEE: BLUEBIRD :ADICET BIO, INC. By By: /s/ Xxx Xxxxxxxxxx Chen Xxxxx Name: Xxx Xxxxxxxxxx Chen Xxxxx Its: Vice PresidentPresident and CEO hereunto duly authorized SUBLESSEE:RFS OPCO LLC By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Its: CFO hereunto duly authorized Exhibit A Plan of Premises [See Attached] Exhibit B Prime Lease and First Amendment [See Attached] Exhibit C Xxxx of Sale KNOW ALL MEN BY THESE PRESENTS, Operationsthat ADICET BIO, INC., a Delaware corporation having a place of business at 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000 (“Sublessor”), for One Dollar ($1.00) and for other good and valuable consideration paid by RFS OPCO LLC, a Delaware limited liability company, having a place of business at 00 Xxxxxxxxxxx Xxxxx, Xxxxx 0, Xxx Xxxx, XX 00000 (“Sublessee”), hereby sells to Sublessee, its successors and assigns, the furniture, fixtures, and equipment (the “Furniture”) owned by Sublessor and listed on Exhibit C-1 attached hereto and incorporated herein. TO HAVE AND TO HOLD the same unto Sublessee, its successors and assigns to and for its own use and behalf forever. Sublessor warrants that the Furniture being conveyed hereunder is owned free and clear of all liens and encumbrances. Except as expressly provided in the preceding sentence, the Furniture is being conveyed to Sublessee without recourse, and Sublessor expressly disclaims any representation or warranty, express or implied, including, without limitation, any representation or warranty relating to the physical condition of the Furniture or the fitness of the Furniture for any particular purpose. This Xxxx of Sale may be executed in any number of counterparts, each of which so executed shall be deemed original; such counterparts shall together constitute but one agreement. An electronic signature on this Xxxx of Sale shall have the same force and effect as an original signature.

PRIME LESSOR CONSENT. This Sublease is subject to the consent of Prime Lessor, shall not be effective until and Sublessee acknowledges and agrees that this Sublease shall convey no rights to Sublessee until the unless Prime Lessor has given its written consent hereto in accordance with the terms of the Prime Lease. If the Prime Lessor’s consent is not obtained to this Sublease on or before forty-five (45) days after the Execution Date (the “Consent Deadline”), then Sublessee may terminate this Sublease upon five (5) business days’ written notice to the Sublessor given any time following the Consent Deadline (unless Prime Lessor delivers the consent during such five (5) business day period, in which case such termination notice shall be null and void and of no force and effect), and this Sublease shall terminate automatically upon expiration of such five (5) business day notice period. hereto; Sublessor shall be responsible for paying all costs and expenses payable to Prime Lessor under the Prime Lease in connection with obtaining such consent. Sublessor shall not be liable to Sublessee for the failure or refusal of Prime Lessor to consent to this Sublease; provided that in the event Prime Lessor has not granted its consent on or before December 15, 2020, then Sublessee shall have the right to terminate this Sublease at any time thereafter (and before such consent is received) by written notice delivered to Sublessor. Upon any such termination, each of Sublessor and Sublessee will be released of any and all liability or obligation in connection with this Sublease. EXECUTED under seal, in any number of counterpart copies, each of which counterpart copies shall be an original for all purposes, as of the Execution Dateday and year first above written. SUBLESSOR: XXXXX THERAPEUTICSGENOCEA BIOSCIENCES, INC. By /s/ Xxxx Xxxxxxxxx By_/s/ Diantha Xxxxxx Name: Xxxx Xxxxxxxxx Diantha Xxxxxx Its: Chief Operating Officer CFO hereunto duly authorized SUBLESSEE: BLUEBIRD BIOZYMERGEN INC. By_/s/ Enakshi Xxxxx Name: Enakshi Xxxxx Its: CFO hereunto duly authorized Exhibit A Description/Floor Plan of Premises Exhibit B Prime Lease [See Attached] Lease, dated as of July 3, 2012 between TBCI, LLC and Genocea Biosciences, Inc. (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1, File No. 333-193043, dated December 23, 2013) First Amendment to Lease, dated May 16, 2016, between 100 Discovery Park DE, LLC, a Delaware limited liability company (as successor in interest to TBCI, LLC, as Trustee of 100 Discxxxxx Xxxx Xxxxxx Trust) and Genocea Biosciences, Inc. (incorporated by reference to Exhibit 10.30 to the Company’s Form 10-Q, File No. 001-36289, filed on August 5, 2016) Second Amendment to the Lease, dated May 1, 2019, between 100 Discovery Park DE, LLC, a Delaware limited liability company (as successor in interest to TBCI, LLC, as Trustee of 100 Discxxxxx Xxxx Xxxxxx Trust) and Genocea Biosciences, Inc. (incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K, File No. 001-36289, filed on February 13, 2020) Exhibit C Schedule of Furniture and Equipment Exhibit D Letter of Credit L/C DRAFT LANGUAGE IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER _____________ ISSUE DATE: ______________ ISSUING BANK: SILICON VALLEY BANK 3003 TASMAN DRIVE 2ND FLOOR, MAIL SORT HF210 SANTA CLXXX, XXXXXXXXXX 00000 XXXXXXCIARY: GENOCEA BIOSCIENCES, INC. By /s/ Xxx Xxxxxxxxxx Name100 ACORX XXXX XXXXX, 0XX XXXXX XXXXXXXXX, XX 00000 XXXX: Xxx Xxxxxxxxxx ItsDIRECTOR, OPERATIONS APPLICANT: Vice PresidentZYMERGEN, OperationsINC. 5980 HORXXX XXXXXX, XXXXX 105 EMERYVILLE, CA 94602 AMOUNT: US$237,511 (TWO HUNDRED THIRTY-SEVEN THOUSAND, FIVE HUNDRED ELEVEN AND XX/100 U.S. DOLLARS) EXPIRATION DATE: SVB WILL PUT A SPECIFIC DATE HERE THAT’S 1 YEAR ISSUANCE HERE PLACE OF EXPIRATION: ISSUING BANK’S COUNTERS AT ITS ABOVE ADDRESS DEAR SIR/MADAM: WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF______ IN YOUR FAVOR AVAILABLE BY PAYMENT AGAINST YOUR PRESENTATION TO US OF THE FOLLOWING DOCUMENT: