Exhibit 10.18

 

 

FIRST AMENDMENT TO LEASE AGREEMENT

This First Amendment to Lease Agreement (this "Amendment") is executed as of December 14, 2021, between PEGASUS PARK, LLC, a Delaware limited liability company ("Landlord"), f/k/a Pegasus Place, LLC, and TAYSHA GENE THERAPIES, INC., a Delaware corporation ("Tenant"), for the purpose of amending the Lease (defined below). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Lease (defined below).

RECITALS:

A.Landlord and Tenant entered into that certain Lease Agreement dated effective January 8, 2021 (the "Lease"), with respect to certain premises located at in the mixed-use project commonly referred to as Pegasus Park in Dallas, Texas, as more particularly described therein.

B.The initial Premises currently consists of 15,173 rentable square feet in Suite 1430 (the "Initial Premise").

C.Tenant desires to expand the Premises to encompass the remainder of the 14th floor of the Building.

D.Landlord and Tenant desire to amend the Lease as hereinafter set forth.

AGREEMENTS:

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Landlord and Tenant hereby agree as follows:

1.Expansion of the Premises. On the Expansion Premises Commencement Date (defined below), the Premises shall be expanded to contain an additional 18,421 rentable square feet (the "Expansion Premises") shown on Exhibit A hereto, such that the Premises shall contain a total of 33,594 rentable square feet.

2.Expansion Premises Commencement Date. The Commencement Date for the Expansion Premises shall be first day of the first calendar month following Substantial Completion of the Work in the Expansion Premises (the "Expansion Premises Commencement Date"). All deadlines and timeframes related to the Expansion Premises shall run from the Expansion Premises Commencement Date.

 

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3.Basic Rent. Beginning on the Expansion Premises Commencement Date, Basic Rent for the Expansion Premises shall be the following amounts for the following periods of time:

 

 

4.Tenant Improvements; Construction Allowance. The construction of the Work in the Expansion Premises shall be conducted consistent with Exhibit D of the Lease; provided, however, that the Construction Allowance, equal to $40 per rentable square foot, shall apply to the Expansion Premises only.

5.Right of First Refusal. Tenant shall have a right of first refusal with respect to space on the 15^th floor of the Building, as provided in Exhibit B, attached hereto and made a part hereof for all purposes.

6.Ratification; Governing Law. Tenant hereby ratifies and confirms its obligations under the Lease, and represents and wan-ants to Landlord that it has no defenses thereto. Additionally, Tenant further confirms and ratifies that, as of the date hereof, (a) the Lease is and remains in good standing and in full force and effect, (b) Tenant has no claims, counterclaims, set­ offs or defenses against Landlord arising out of the Lease or in any way relating thereto or arising out of any other transaction between Landlord and Tenant, and (c) except as expressly provided for in this Amendment, all tenant finish-work allowances provided to Tenant under the Lease or otherwise, if any, have been paid in full by Landlord to Tenant, and Landlord has no further obligations with respect thereto. Except as modified hereby, the Lease shall remain in full effect and this Amendment shall be binding upon Landlord and Tenant and their respective successors and assigns. If any inconsistency exists or arises between the terms of the Lease and the terms of this Amendment, the terms of this Amendment shall prevail. This Amendment shall be governed by the laws of the State in which the Premises is located.

7.Counterparts. This Amendment may be executed in multiple counterparts, each of which shall constitute an original, but all of which shall constitute one document.

 

[Signature Page Follows]

 

 

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Executed as of the date first written above.

 

 

 

 

 

 

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EXHIBIT A

 

Depiction of Expansion Premises

 

 

PEGASUSPAAK.3000 Da.U.,,., TX7S2-47 Park Drive

 

 

TAYSHA GENE THERAPIES - FIRST AMENDMENT - Exhibit A - Page 1

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EXHIBITB

 

RIGHT OF FIRST REFUSAL

 

Provided no Event of Default exists and Tenant is occupying the entire Premises, before Landlord accepts any offer for space on the 15^th floor of the Building (the "ROFR Space") from any third party, Landlord shall provide Tenant with notice, in writing of the terms and conditions of such offer (the "ROFR Notice").The ROFR Notice must include all material terms and conditions of the offer. The Basic Rent and other terms and conditions related to the subject space shall be as contained in the ROFR Notice. Tenant shall notify Landlord in writing within ten (10) days after receipt of the ROFR Notice ("ROFR Deadline") whether Tenant elects to exercise its right to lease the ROFR Space pursuant to the terms and conditions of the offer, as set forth in the ROFR Notice. If Tenant fails to notify Landlord of its election on or prior to the ROFR Deadline, Tenant's right of first refusal shall be deemed to have automatically and without further notice expired as to the offer that is the subject of the ROFR Notice and Landlord shall thereafter have the right to lease the ROFR Space to a third party on substantially the same terms and conditions stated in the ROFR Notice (or on terms which are better, but not materially worse, for Landlord in the aggregate considering all economic and non-economic terms of same). If Tenant timely elects to exercise the right of first refusal then Tenant and Landlord shall (within ten [10] business days thereafter) enter into an amendment to this Lease adding the ROFR Space to the Premises and incorporating the terms in the accepted ROFR Notice. If Tenant fails to timely exercise its rights prior to the ROFR Deadline, the right of first refusal shall be deemed to have automatically and without further notice expired and Landlord shall thereafter have the right to lease the ROFR Space to a third party on substantially the same terms and conditions stated in the ROFR Notice (or on tenns which are better, but not materially worse, for Landlord in the aggregate considering all economic and non-economic terms of same). If Tenant does not exercise its right hereunder and Landlord does not consummate the lease of the ROFR Space in accordance with the terms of the ROFR Notice within one hundred twenty (120) calendar days after the ROFR Deadline, this right of first refusal shall revive. Notwithstanding anything to the contrary contained herein, Landlord may reduce the Basic Rental rate for the ROFR Space by no more than ten percent (10%) of the Base Rental Rate set forth in the ROFR Notice without reviving the Tenant's right of first refusal hereunder. If Landlord consummates the lease of all or a portion of the ROFR Space to a third party within said 120-day period in compliance with this Exhibit I, this right of first refusal shall automatically terminate as to that portion of the ROFR Space without fmther notice.

 

In no event shall Landlord be obligated to pay a commission for any representation of Tenant with respect to the lease of the ROFR Space pursuant to this Exhibit, and Tenant and Landlord shall each indemnify the other against all costs, expenses attorneys' fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same. Tenant's rights under this Exhibit shall terminate if (a) this Lease or Tenant's right to possession of any of the Premises is terminated, (b) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises which was not otherwise approved or deemed approved by Landlord, or (c) less than thirty-six (36) full calendar months remain in the then-current Term of this Lease (unless during the initial Term and Tenant has exercised its renewal right).

TAYSHA GENE THERAPIES - FIRST AMENDMENT - Exhibit B - Page 1

Exhibit 10.19

TAYSHA GENE THERAPIES, INC.

AMENDMENT NO. 1 TO

SALES AGREEMENT

March 30, 2022

 

GOLDMAN SACHS & CO. LLC

200 West Street

New York, New York 10282

 

WELLS FARGO SECURITIES, LLC

30 Hudson Yards

New York, New York 10001

 

SVB SECURITIES LLC

1301 Avenue of the Americas, 12th Floor

New York, New York 10019

 

Ladies and Gentlemen:

 

Reference is made to the Sales Agreement, dated October 5, 2021 (the “Sales Agreement”), by and among Taysha Gene Therapies, Inc., a Delaware corporation (the “Company”), SVB Securities LLC (“SVB Securities”, formerly known as SVB Leerink LLC) and Wells Fargo Securities, LLC (“Wells Fargo” and together with SVB Securities, the “Existing Agents”), pursuant to which the Company agreed, in its sole discretion, to issue and sell, from time to time, through the Existing Agents, as agent and/or principal, up to $150,000,000 of shares of common stock, par value $0.0001 per share, of the Company. All capitalized terms used in this Amendment No. 1 to Sales Agreement (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Sales Agreement. The Company and the Existing Agents hereby agree as follows:

 

1. The definitions of the terms “Agent” and “Agents” in the first sentence of the Sales Agreement are hereby amended to read as follows: “Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC and SVB Securities LLC (each an “Agent” and collectively, the “Agents”)”.

 

2. Section 3 of the Sales Agreement is hereby amended and restated as follows:

3. Sale of Placement Shares by the Designated Agent. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon a Designated Agent’s acceptance of the terms of a Placement Notice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended or otherwise terminated in accordance with the terms of this Agreement, the Designated Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Select Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specified in, and otherwise in accordance with the terms of, such Placement Notice. Each Designated Agent will provide written confirmation to the Company (including by email correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number or amount of Placement Shares sold on such Trading Day, the volume-weighted average price of the Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Designated Agent may make sales pursuant to each order by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act, including without limitation (i) by means of ordinary brokers’

 

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transactions (whether or not solicited), (ii) directly on or through any national securities exchange or facility thereof, a trading facility of a national securities association, an alternative trading system, or any other market venue, including in the over-the-counter market, (vii) in negotiated transactions with the Company’s prior written consent or (iv) through a combination of any such methods. If expressly authorized by the Company (including in a Placement Notice), the Designated Agent may also sell Placement Shares in negotiated transactions. Notwithstanding the provisions of Section 6(tt), except as may be otherwise agreed by the Company and the Designated Agent, the Designated Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Designated Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Designated Agent will be successful in selling Placement Shares, (ii) the Designated Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Designated Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of Nasdaq to sell such Placement Shares as required under this Agreement and (iii) the Designated Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Designated Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

 

3. Section 12 of the Sales Agreement is hereby amended to include the following subsection following Wells Fargo’s relevant information in such section:

 

“and

 

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Phone No.: 866-471-2526

Attention: Registration Department”

 

4. Schedule 2 of the Sales Agreement is hereby amended to include the following subsections following Wells Fargo’s relevant information in such section:

 

“Goldman Sachs

 

Lyla Bibi

[email protected]

 

Ashley Kaplowitz

[email protected]

 

Brock Ghelfi

[email protected]

 

Deryk Delahanty

[email protected]”

 

 

 

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[Remainder of page intentionally left blank.]

 

 

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Exhibit 10.19

 

If the foregoing correctly sets forth the understanding among the Company and each of the Agents, please so indicate in the space provided below for that purpose, whereupon this Amendment No. 1 to Sales Agreement and your acceptance shall constitute a binding agreement among the Company and each of the Agents.

 

 

 

[Signature Page to Amendment No. 1 to Sales Agreement]

 

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Exhibit 10.19

 

 

[Signature Page to Amendment No. 1 to Sales Agreement]

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-260069 on Form S-3 and Registration Statement Nos. 333-249130 and 333-256013 on Form S-8 of our report dated March 31, 2022, relating to the financial statements of Taysha Gene Therapies, Inc. appearing in this Annual Report on Form 10-K for the year ended December 31, 2021.

/s/ DELOITTE & TOUCHE LLP

Dallas, Texas
March 31, 2022

 

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, RA Session II, certify that:

 

 

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kamran Alam, certify that:

 

 

 

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Taysha Gene Therapies, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

 

 

 

 

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Taysha Gene Therapies, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

 

 

 

SEC Filings

Taysha Gene Therapies (TSHA) PT Lowered to $31 at JefferiesApril 1, 2022 8:46 AM Taysha Gene Therapies (TSHA) PT Lowered to $37 at OppenheimerApril 1, 2022 8:18 AM