RESEARCH AND DEVELOPMENT AND LABORATORY LEASE AGREEMENT BETWEEN 1430 HARBOR BAY PKWY LLC AS LANDLORD AND SENTI BIOSCIENCES, INC. AS TENANT DATED JUNE 3, 2021

Exhibit 10.13

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT SENTI BIOSCIENCES, INC. TREATS AS PRIVATE OR CONFIDENTIAL.

RESEARCH AND DEVELOPMENT

AND LABORATORY

LEASE AGREEMENT

BETWEEN

0000 XXXXXX XXX XXXX LLC

AS LANDLORD

AND

SENTI BIOSCIENCES, INC.

AS TENANT

DATED

JUNE 3, 2021

TABLE OF CONTENTS

1.		Definitions and Basic Provisions					6
2.		Lease Grant					7
3.		Tender of Possession					7
		(a)		Estimated Delivery Date; Delay in Delivery			7
		(b)		Landlord Delay			7
		(c)		Confirmation Letter			7
		(d)		Premises “AS-IS”			8
4.		Rent					8
5.		Delinquent Payment; Handling Charges					10
6.		Letter of Credit					10
		(a)		Generally			10
		(b)		Drawing under Letter of Credit			11
		(c)		Use of Proceeds by Landlord			12
		(d)		Additional Covenants of Tenant			12
		(e)		Nature of Letter of Credit			13
		(f)		Reduction in Letter of Credit Amount			13
7.		Services; Utilities; Common Areas					13
		(a)		Services			13
		(b)		Utilities			14
		(c)		Common Areas			14
8.		Alterations; Repairs; Maintenance; Signs					15
		(a)		Alterations			15
		(b)		Repairs; Maintenance			17
		(c)		Mechanic’s Liens			19
		(d)		Signs			20
9.		Use					21
10.		Assignment and Subletting					22
		(a)		Transfers			22
		(b)		Consent Standards			22
		(c)		Request for Consent			22
		(d)		Conditions to Consent			23

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		(e)		Attornment by Subtenants			23
		(f)		Cancellation			24
		(g)		Additional Compensation			24
		(h)		Waiver			24
		(i)		Permitted Transfer			24
11.		Insurance; Waivers; Subrogation; Indemnity					25
		(a)		Tenant’s Insurance			25
		(b)		Landlord’s Insurance			27
		(c)		Waiver of Xxxxxxxxxxx			00
		(x)		Xxxxxxxxx			00
00.		Subordination; Attornment; Notice to Landlord’s Mortgagee					29
		(a)		Subordination			29
		(b)		Attornment			29
		(c)		Notice to Landlord’s Mortgagee			29
		(d)		Landlord’s Mortgagee’s Protection Provisions			29
		(e)		SNDA			30
13.		Rules and Regulations					30
14.		Condemnation					30
		(a)		Total Taking			30
		(b)		Partial Taking - Tenant’s Rights			30
		(c)		Partial Taking - Landlord’s Rights			30
		(d)		Award			31
		(e)		Repair			31
		(f)		Waiver			31
15.		Fire or Other Casualty					31
		(a)		Repair Estimate			31
		(b)		Tenant’s Rights			31
		(c)		Landlord’s Rights			31
		(d)		Repair Obligation			32
		(e)		Abatement of Rent			32
		(f)		Waiver			32
16.		Other Taxes Payable by Tenant					32

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17.		Events of Default					33
		(a)		Payment Default			33
		(b)		Abandonment			33
		(c)		Estoppel/Financial Statement/Commencement Date Letter			33
		(d)		Insurance			33
		(e)		Mechanic’s Liens			33
		(f)		Other Defaults			33
		(g)		Insolvency			33
18.		Remedies					34
		(a)		Termination of Lease			34
		(b)		Termination of Possession			34
		(c)		Continue Lease in Effect			35
		(d)		Perform Acts on Behalf of Tenant			35
		(e)		Alteration of Locks			35
		(f)		Attorneys’ Fees			35
19.		Payment by Tenant; Non-Waiver; Cumulative Remedies					36
		(a)		Payment by Tenant			36
		(b)		No Waiver			36
		(c)		Cumulative Remedies			36
		(d)		No Designation			36
		(e)		No Counterclaims			36
20.		Landlord’s Xxxx					00
00.		Surrender of Premises					37
22.		Holding Over					38
23.		Certain Rights Reserved by Landlord					38
		(a)		Building Operations			38
		(b)		Access Control			38
		(c)		Repairs and Maintenance			39
		(d)		Prospective Purchasers and Lenders			39
		(e)		Prospective Tenants			39
		(f)		Premises Access			39
24.		Hazardous Materials					39

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25.		Miscellaneous					40
		(a)		Landlord Transfer			40
		(b)		Landlord’s Liability			40
		(c)		Force Majeure			40
		(d)		Brokerage			40
		(e)		Estoppel Certificates			40
		(f)		Notices			41
		(g)		Separability			41
		(h)		Amendments; Binding Effect			41
		(i)		Quiet Enjoyment			41
		(j)		No Merger			41
		(k)		No Offer			41
		(l)		Entire Agreement			41
		(m)		Waiver of Jury Trial			42
		(n)		Governing Law			42
		(o)		Recording			42
		(p)		Joint and Several Liability			42
		(q)		Financial Reports			42
		(r)		Landlord’s Fees			43
		(s)		Telecommunications			43
		(t)		Representations and Warranties			43
		(u)		Confidentiality			44
		(v)		Authority			44
		(w)		Adjacent Excavation			44
		(x)		On-Site Refueling			44
		(y)		List of Exhibits			46
		(z)		Disclaimer			46
		(aa)		Counterparts; Electronic Signatures			46

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BASIC LEASE INFORMATION

This Basic Lease Information is attached to and incorporated by reference to the Lease between Landlord and Tenant, as defined below.

Lease Date:		June 3, 2021
Landlord:		0000 XXXXXX XXX XXXX LLC, a Delaware limited liability company
Tenant:		SENTI BIOSCIENCES, INC., a Delaware corporation
Premises:		91,910 rentable square feet (“RSF”) (measured in accordance with the latest applicable BOMA standard of measurement of floor area, provided, however, that Landlord may from time to time remeasure the Premises and/or the Building in accordance with the latest applicable BOMA standard of measurement of floor area, as reasonably determined by Landlord; provided further, however, that any such re-measurement shall not affect Tenant’s Proportionate Share or the amount of Base Rent payable for, or the amount of any tenant allowance applicable to), consisting of the entire rentable area of the building commonly known as 0000 Xxxxxx Xxx Xxxxxxx, Xxxxxxx, XX (the “Building”). The Premises is outlined on the plan attached to the Lease as Exhibit A. The land on which the Building is located (the “Land”) is described on Exhibit B. The term “Project” shall collectively refer to the Building, the Land and the driveways, associated parking facilities (the “Parking Area”), and similar improvements and easements associated with the foregoing or the operation thereof. The term “Complex” shall collectively refer to the Project and any other buildings and land which comprise a multi-building Complex owned by Landlord and/or any Affiliate(s) thereof, from time to time, in the master planned business park known as the Harbor Bay Business Park (“Business Park”). As of the Lease Date, the Complex is comprised of the following buildings and land in the Business Park: (i) the Building (1430 Harbor Bay Parkway), (ii) 0000 Xxxxxx Xxx Xxxxxxx, (xxx) 0000 Xxxxx Xxxx Xxxx, (iv) 0000 Xxxxx Xxxx Xxxx, (x) 0000 Xxxxx Xxxx Xxxx, and (vi) 0000 Xxxxx Xxxx Xxxx. Landlord and Tenant anticipate delivery of possession of the Premises in two (2) phases. As part of the Tenant Improvements (as hereinafter defined), Tenant will initially demise the Building so that the Premises contains approximately 45,955 RSF (the “Phase I Premises”). The remainder of the Building, containing approximately 45,955 RSF, comprises the “Phase II Premises”. Each of the Phase I Premises and the Phase II Premises is also sometimes generally referred to in the Lease as a “Phase” of the Premises.

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Term:		Approximately one hundred twenty-three (123) months, commencing on the Commencement Date and ending at 5:00 p.m. local time on the last day of the one hundred twentieth (120th) full calendar month following the Phase II Premises Commencement Date (as hereinafter defined), subject to adjustment and earlier termination as provided in the Lease.
Commencement Date:		The earlier to occur of: (a) the date on which the Tenant Improvements in the Phase I Premises are substantially completed and Tenant receives a certificate of occupancy for the Phase I Premises (or, if applicable, a temporary certificate of occupancy for the Phase I Premises); and (b) July 15, 2022 (the “Outside Commencement Date”). Tenant shall not be permitted to commence business operations in any portion of the Phase I Premises prior to issuance of a certificate of occupancy (or temporary certificate of occupancy) for the Phase I Premises.
Phase II Premises Commencement Date:		September 1, 2022.
Base Rent:		Base Rent shall be the following amounts for the following periods of time:

Lease Month		Annual Base Rent Rate Per Rentable Square Foot				Monthly Base Rent
1 - 12		$	45.00			$	344,662.50
13 - 24		$	46.35			$	355,002.38
25 - 36		$	47.74			$	365,652.45
37 - 48		$	49.17			$	376,622.02
49 - 60		$	50.65			$	387,920.68
61 - 72		$	52.17			$	399,558.30
73 - 84		$	53.73			$	411,545.05
85 - 96		$	55.34			$	423,891.40
97 - 108		$	57.00			$	436,608.14
109 - 120		$	58.71			$	449,706.39
121 - Expiration Date		$	60.48			$	463,197.58

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		As used herein, the term “Lease Month” shall mean each calendar month during the Term (and if the Commencement Date does not occur on the first (1st) day of a calendar month, the period from the Commencement Date to the first (1st) day of the next calendar month shall be included in the first (1st) Lease Month for purposes of determining the duration of the Term and the monthly Base Rent rate applicable for such partial month). The Base Rent table set forth above is computed for all of the Premises (i.e., the Phase I Premises and Phase II Premises). From the Commencement Date through the date immediately preceding the Phase II Premises Commencement Date, Tenant shall pay the Base Rent payable solely with respect to the Phase I Premises (“Phase I Premises Base Rent”). The Phase I Premises Base Rent will be calculated by multiplying the applicable monthly Base Rent set forth in the above table by 0.5 (i.e., 50%) (the “Phase I Premises Rent Factor”). The Phase I Premises Rent Factor is a reasonable approximation of the ratio that the RSF of the Phase I Premises bears to the RSF of the entire Premises, which has been agreed to by the parties and will not be subject to adjustment based on whether the Phase I Premises actually contains more or less than 45,955 RSF. From and after the Phase II Premises Commencement Date, Tenant shall pay Base Rent for all of the Premises as set forth in the Base Rent table. Phase I Premises Base Rent and the Base Rent payable solely with respect to the Phase II Premises (“Phase II Premises Base Rent”) are subject to abatement as set forth in Section 4 below.
Security Deposit:		$2,760,000.00 (Letter of Credit), subject to the accrual and burndown provisions set forth in Section 6 of this Lease.
Rent:		Base Rent, Additional Rent, Taxes, and Insurance (each as defined in Exhibit C hereto), and all other sums that Tenant may owe to Landlord or otherwise be required to pay under the Lease.
Tenant Improvements:		See Work Agreement - Exhibit D.
Tenant Improvement Allowance:		$190 per RSF; total amount of $17,462,900.00 (See Work Agreement - Exhibit D).
Permitted Use:		Research and development, clinical cGMP manufacturing, warehousing, laboratories and production, and all other legally permissible uses incidental thereto, and for no other purpose whatsoever. See Exhibit E.

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Tenant’s Proportionate Share:		100%, which is the percentage obtained by dividing (a) the number of RSF in the Premises as stated above by (b) the RSF in the Building, which at the time of execution of the Lease is 91,910 RSF. Landlord and Tenant stipulate that the number of RSF in the Premises and in the Building set forth above is conclusive as to the square footage in existence on the Lease Date and shall be binding upon them through the Term. The foregoing notwithstanding, from the Commencement Date through the date immediately preceding the Phase II Premises Commencement Date, Tenant’s Proportionate Share will be 50% (“Tenant’s Proportionate Share for the Phase I Premises”), which is Tenant’s Proportionate Share multiplied by the Phase I Premises Rent Factor.
Initial Liability Insurance Amount:		$5,000,000
Parking Spaces:		221 parking spaces, which constitute all of the parking spaces in the Parking Area, subject to such terms, conditions and regulations as may be required by Landlord from time to time, at no charge to Tenant through the term of the Lease.
Broker/Agent:		For Tenant: T3 Advisors For Landlord: CBRE, Inc.
Tenant’s Address:		Prior to Commencement Date: Senti Biosciences, Inc. Xxx Xxxxxxxxx Xxxxx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Facilities Manager Telephone: (000) 000-0000		Following Commencement Date: Senti Biosciences, Inc. Xxx Xxxxxxxxx Xxxxx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Facilities Manager Telephone: (000) 000-0000 With a copy to: Xxxxxx LLP 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxxxxxxx, XX, 00000 Attention: Xxxxxx Xxxxxxxxxx Xxxxx
Landlord’s Address:		For all Notices: CBRE, Inc. 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxx Email: Xxxxx.xxxxxxxx@xxxx.xxx		With a copy to: 0000 Xxxxxx Xxx Xxxx LLC c/o Invesco Real Estate 0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Attention: North South Loop Asset Manager Telephone:(000) 000-0000

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and a copy to:

Shartsis Xxxxxx LLP

Xxx Xxxxxxxx Xxxxx, 00xx Xxxxx

Xxx Xxxxxxxxx, XX 00000

Attention: Xxxxx Xxxxxxxxx

The foregoing Basic Lease Information is incorporated into and made a part of the Lease identified above. If any conflict exists between any Basic Lease Information and the Lease, then the Lease shall control.

LANDLORD:				0000 XXXXXX XXX XXXX LLC, a Delaware limited liability company
				By:		/s/ Xxxxx Xxxxxxxxx
				Name:		Xxxxx Xxxxxxxxx
				Title:		Vice President
TENANT:				SENTI BIOSCIENCES, INC., a Delaware corporation
				By:		/s/ Xxxxxx Xxx    /s/ Xxxxxxx Xxxxxxxxx
				Name:		Xxxxxx Xxx         Xxxxxxx Knoebelman
				Title:		CTO                 CFO

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