EX-10

Exhibit 10.16

Second Amendment to Lease

THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) dated November 21, 2022, (“Effective Date”) by and between 195 Church Street Associates, LLC, a Connecticut limited liability corporation ("Landlord") and Trevi Therapeutics, Inc. ("Tenant").

WITNESSETH:

WHEREAS, Landlord entered into a certain Indenture of Lease with Tenant dated February 6th, 2013 (the “Original Lease”) and with respect to certain office space located on the 14th floor of the Building comprised of 3,387 rentable square feet (the “Original Premises”).

WHEREAS, Landlord entered into a certain First Amendment to Lease with Tenant dated December 5th, 2017 (the “First Amendment”) and with respect to adding the Expansion Space to the Original Premises for a total Demised Premises of 5,563 rentable square feet (the “14th Floor Premises”) and extending the Term to February 28, 2023 (the “Current Termination Date”).

WHEREAS, Landlord and Tenant wish to amend the Lease with regard to the size and location of the Demised Premises, the Term of the Lease, the fit up amount, the Fixed Rent, and the percentage of total rentable space.

NOW THEREFORE, in consideration of the terms and conditions of the Lease and the mutual covenants contained therein and herein, each of the parties hereto agrees as follows:

All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Lease. The Original Lease, as amended by the First Amendment and this Second Amendment, is hereinafter referred to as the “Lease”.

The Term is hereby extended for a period of five (5) years from the Current Termination Date, unless sooner terminated or otherwise extended in accordance with the terms of the Lease, to February 28, 2028 (the “Extended Term”). Tenant’s obligation to pay Fixed Rent for the Expansion Space (as hereinafter defined) shall commence on the later to occur of (i) completion of all of the Expansion Conditions (as hereinafter defined) or (ii) March 1, 2023 (the “Expansion Space Commencement Date”). Except as otherwise provided in this Second Amendment, the terms and conditions of the Extended Term shall be the same terms and conditions as are set forth in (and are last applicable under) the Original Lease.

As of the Expansion Space Commencement Date and continuing for the remainder of the Extended Term, the “Demised Premises”, as such term is used in the Original Lease, shall include the entirety of the 16th floor of the Building, which Landlord represents is 12,500 rentable square feet measured pursuant to ANSI/BOMA Z65.1-2017 (“BOMA”) and as shown on Exhibit A attached hereto (the “Expansion Space”) (collectively, the “Demised Premises”). Landlord shall deliver to Tenant exclusive possession of the Expansion Space on the Expansion Space Commencement Date in the condition required hereunder. If any portion of the Expansion Space is ready for occupancy prior to the Expansion Space Commencement Date, Tenant will be permitted access to same without being obligated to

pay Fixed Rent or any additional rent therefor (except for electric costs as herein limited) until the Expansion Space Commencement Date, but subject to all other terms and covenants of the Lease. Landlord hereby warrants and represents that, as of the Expansion Space Commencement Date (or on such earlier date that Landlord delivers exclusive occupancy of the Expansion Space to Tenant), all of which shall be the “Expansion Conditions”: (a) the Expansion Space shall be vacant, broom-clean and ready for Tenant’s exclusive occupancy; (b) Landlord’s Work (as herein defined) shall be substantially completed such that a final and unconditional certificate of completion permitting lawful occupancy has been duly issued, and such that Tenant may reasonably commence its business operations, subject only to punch list items that do not interfere with Tenant’s business and shall be completed within thirty (30) days of the date of substantial completion; (c) all mechanical, electrical, plumbing, HVAC and life safety equipment and utility systems serving the Expansion Space shall be in good working order; (d) the Demised Premises shall be structurally sound and “water-tight”; (e) Tenant’s access to the Demised Premises shall be reasonably secure and unimpeded; and (f) the Demised Premises shall be in compliance with all applicable laws, codes, statutes, ordinances, guidelines, rules, and regulations. Landlord’s warranties and representations under this Paragraph shall survive the commencement of the Extended Term.

After the Expansion Space Commencement Date, Article 37 shall not be applicable to the 14th Floor Premises and Tenant shall reasonably promptly relocate its personal property to the Demised Premises. If Tenant fails to vacate the 14th Floor Premises within fifteen (15) business days of the Expansion Space Commencement Date, Tenant shall be obligated to continue to pay Rent for such space until it is vacated at the same rate as is required for the 14th Floor Premises in the Lease for the monthly period immediately preceding the Expansion Space Commencement Date. The Renewal Options shall be available at the end of the Extended Term pursuant to compliance with Section 29.01, as amended by this Second Amendment.

Section 1.04 of the Lease shall be deleted in its entirety and the following shall be inserted in lieu thereof:

“Tenant shall have the option to terminate this Lease provided that Tenant shall not at the time of the exercise of the hereinafter described option, be in default of any of the terms, covenants or conditions to be kept and performed on the part of Tenant under this Lease beyond applicable notice and cure periods. Such termination shall be effective on the last day of the thirty sixth (36th) month of the Extended Term (the “Termination Date”). To exercise this option to terminate, Tenant shall provide written notice to Landlord no later than the first day of the thirty-first (31st) month of the Extended Term and such notice shall be accompanied by a sum equal to three (3) months Fixed Rent at the then current rate, which is $90,249.99 and the unamortized Tenant Improvement Allowance of $670,000.00, unamortized brokerage fees (which at the time of signing of this amendment have not been calculated), and all free rent totaling $111,035.00. On or before the Termination Date, Tenant shall surrender possession of the Demised Premises to Landlord; time is of the essence in all respects of Tenant’s obligations under this Section 1.04.”

Landlord shall substantially complete all of the initial alterations and related improvements to the Demised Premises as mutually agreed upon by Landlord and Tenant and necessary for the conduct of Tenant’s business therein (the “Landlord’s Work”).

Landlord, at its sole cost and expense, but subject to the Fit-Up Allowance, shall perform Landlord’s Work so that it is substantially completed on or before the Expansion Space Commencement Date. Landlord’s Work shall be performed by Landlord in a first-class manner as to workmanship, installation and materials. Landlord shall provide Tenant with a fit-up allowance of up to $670,000.00 (“Fit-Up Allowance”), which Fit-Up Allowance shall be used for the hard and soft costs of the Landlord’s Work. Tenant shall, at its sole cost and expense, reimburse Landlord for any costs and expenses associated with Landlord’s Work that exceeds the Fit-Up Allowance. Landlord has stated the Fit-Up Allowance will cover all costs associated with the plans and specifications for Landlord’s Work based on the specifications and finishes within the building, including all fit and finishes and as more particularly described on Exhibit B attached hereto.

Landlord shall, on or before the thirtieth (30th) day following the Effective Date, submit to Tenant for Tenant’s written approval final and complete dimensioned and detailed plans and specifications of partition layouts (including openings), colors, and per Tenant’s furniture plan, including any and all budget information as may be reasonably necessary to determine the budget in connection with Landlord’s Work (such plans and specifications are collectively referred to herein as the “Plans”). Landlord shall submit the Plans to Tenant in form, quality and quantity acceptable for the purposes of filing for a building permit with the Building Department of the City of New Haven, and such plans shall be signed and sealed by an architect licensed in the State of Connecticut. After receipt of the Plans, Tenant shall either approve in writing the Plans or designate by notice to Landlord the specific design or cost changes required to be made to the Plans which would result in its approval of the Plans. Landlord shall cause its architect to make the changes required by Tenant and deliver revised Plans to Tenant for approval within five (5) business days of receipt of Tenant’s notice. This procedure shall be repeated until the Plans are approved in writing by Tenant. The existing mechanicals, electrical circuitry plans, ceiling and lighting shall remain and be modified by Landlord as part of the Landlord’s Work.

Fixed Rent for the Extended Term shall be payable in accordance with the schedule below and the applicable terms of the Lease:


Months	Per Square Foot	Annual Rent	Monthly Rent
1-12	$27.50	$275,000	$22,916.67
1-12	$27.50	Based on a 10,000 square foot Premises (i.e., free rent of $68,750)	$22,916.67
13-24	$28.19	$310,090	$25,840.83


		Based on a 11,000 square foot Premises (i.e., free rent of $42,285)
25-36	$28.89	$361,125	$30,093.75
37-48	$29.61	$370,125	$30,843.75
49-60	$30.35	$379,375	$31,614.58

Notwithstanding anything to the contrary in the Lease, in all years of the Extended Term all rents are quoted exclusive of pro rata share of electric costs. Tenant shall be responsible for additional rent for its proportionate share of all electric costs, said share not to exceed $31,250.00 per year.

Effective as of the Expansion Premises Commencement Date, Section 2.03(b) of the Lease shall be deleted in its entirety and replaced with the following:

“Subject to the provisions herein, effective as of the Expansion Space Commencement Date, Tenant shall pay the amount equal to 5.1% (the percentage of total rentable space in the Building leased by Tenant hereunder) of the amount by which Building Operating and real-estate taxes paid or incurred by Landlord during any calendar year during the Extended Term hereof exceed Operating Expenses for the base year. Landlord represents that the total rentable area of the Building measures 245,000 rentable square feet per BOMA. The “base year” shall be the calendar year ending December 31, 2023. Notwithstanding anything to the contrary in the foregoing, Tenant’s pro rata share of electric costs shall not exceed $31,250.00 for each year of the Extended Term and the Additional Renewal Term.”

Effective as of the Expansion Premises Commencement Date, Section 2.04(A)(9) of the Lease shall be deleted in its entirety and replaced with the following:

“Costs (including applicable taxes) for electricity and other utilities provided that Tenant’s pro rata share of electric costs shall not exceed $31,250.00 for any year of the Extended Term.”

Effective as of the Expansion Premises Commencement Date, Section 5.01 of the Lease shall be deleted in its entirety and the following shall be inserted in lieu thereof:

“Landlord shall make its best efforts to provide 25 parking spaces for Tenant’s use in the Connecticut Financial Center parking garage located adjacent and below the Building at current market rates per space and at Tenant’s sole cost. Including in such parking allocation, Landlord shall provide four (4) spaces located on level P2 of said garage. Tenant shall pay for said spaces, at its sole cost and expense, directly to the garage operator.

10.

The parties hereto agree that Evan O’Brien of Cushman & Wakefield represents the

Landlord and Robert H. Motley of Cushman & Wakefield represents the Tenant’s interest in negotiations of the Second Amendment and shall be paid by Landlord pursuant to a separate agreement. The parties hereby acknowledge that these brokers/agents are the only parties with any claim to a commission arising out of this transaction and shall indemnify the other for any adverse claims to the contrary.

11.

Effective as of the date hereof, the first and second paragraphs of Section 29.01 of the Lease are hereby deleted in its entirety and replaced with the following:

“Effective as of the Expansion Space Commencement Date, if, immediately prior to the expiration of the Extended Term provided in Article 1, this Lease (for purposes of this Article 29 only, the “Term” is hereinafter called the “Extended Term”) shall be in full force and effect and provided Tenant not less than nine (9) months prior to the expiration of the Extended Term shall have given Landlord written notice of Tenant's interest in renewing this Lease, and upon receipt of such valid notice, the lease term shall be extended for a further term of five (5) years (hereinafter called the "Additional Renewal Term") commencing upon the expiration of the Extended Term and ending on the day preceding the fifth (5th) anniversary of the commencing of the Additional Renewal Term, consistent with the terms of this Lease, as amended, other than Fixed Rent which shall be at the Fair Rental Value as described in the remainder of this Section 29.01 and the base year which shall be the first calendar year of the Additional Renewal Term. ”

12.

Section 29.02 is hereby deleted in its entirety.

13.

Except as modified herein, all terms, covenants, agreements and conditions of the Lease shall remain unchanged. The rights, privileges, duties and obligations of the parties under the Lease shall, except as modified above, remain unchanged and in full force and effect and nothing herein contained shall operate to release Tenant from its obligations under the Lease.

14.

This Second Amendment is an integrated document and all terms and provisions as to the subject matter hereof are embodied herein and shall not be varied.

15.

This Second Amendment may be signed or electronically executed in any number of counterparts. Each executed counterpart shall be deemed an original hereof and all such executed counterparts shall together constitute but one and the same instrument, which instrument shall for all purposes be sufficiently evidenced by any such executed counterpart.

16.

This Second Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that nothing contained herein shall permit any transfer, assignment or sublease, contrary to the provisions of the Lease.

17.

This Second Amendment is made, executed and delivered in the State of Connecticut and it is the specific desire and intention of the parties that it shall in all respects be construed under the laws of the State of Connecticut.

IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of the day and year first above written

LANDLORD: TENANT:

195 CHURCH STREET ASSOCIATES, LLC TREVI THERAPEUTICS, INC.

BY: /s/ Paul Denz_____________________ BY: /s/ Lisa Delfini __________

Name: Paul Denz Name: Lisa Delfini

ITS: Manager ITS: Authorized Signatory

Date: 11/21/2022 Date: 11/21/2022

EXHIBIT A

FLOOR PLAN

EXHIBIT B

PLANS & SPECIFICATIONS

4895-9289-7840, v. 9