Common use of Delivery of Letter of Credit Clause in Contracts

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”) in an amount of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) (the “Letter of Credit Amount”), payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Landlord and issued by a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service or higher, under the supervision of the Superintendent of Banks of the State of California. The Letter of Credit shall (a) be “callable” at sight, irrevocable and unconditional, (b) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from the Delivery Date, until the date (the “LC Expiration Date”) that is sixty (60) days after the Expiration Date (as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, certificate of renewal or extension amendment at least sixty (60) days prior to the expiration of the Letter of Credit then held by Landlord, without any action whatsoever on the part of Landlord, (c) be fully transferrable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (f) permit partial draws and multiple presentations and drawings; and (g) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007-Rev) or International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship, or the financial condition of the Bank has changed in any other materially adverse way, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit if any of the following shall have occurred or be applicable: (i) an Event of Default of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented from, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (iv) Tenant has filed a voluntary petition under the U.S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), (v) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (vi) the Bank has notified Landlord that the Letter of Credit will not be renewed or extended through the LC Expiration Date and Tenant has not provided a replacement Letter of Credit that satisfies the requirements of this Paragraph 20 within thirty (30) days prior to the expiration of the Letter of Credit. The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter of Credit. Tenant shall be responsible for paying the Bank’s fees in connection with the issuance of any Letter of Credit, certificate of renewal or extension amendment.

Delivery of Letter of Credit. Concurrently with the Tenant’s execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default breach or default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount set forth in Section 8 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Summary (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the San Francisco Bay Areaform attached hereto as Exhibit I, running in favor of Landlord and issued by a solventLandlord, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service or higher, under the supervision drawn on one of the Superintendent of Banks of the State of California. The Letter of Credit shall following banks: (ai) be “callable” at sightXxxxx Fargo Bank, irrevocable and unconditionalN.A., (bii) be maintained in effectCitibank, whether through renewal N.A., (pursuant to a so-called “evergreen provision”iii) XX Xxxxxx Chase, (iv) Bank of America, or extension(v) Xxxxxx Xxxxxxx Bank, for the period from the Delivery DateN.A., until the date (the “LC Expiration Date”vi) that is sixty Deutsche Bank AG or (60vii) days after the Expiration Date (as the same may be extended)Xxxxxxx Sachs Bank USA, and Tenant shall deliver to Landlord a new Letter of Credit, certificate of renewal or extension amendment at least sixty (60) days prior otherwise conforming in all respects to the expiration requirements of the Letter of Credit then held by Landlordthis Article 21, including, without any action whatsoever on the part of Landlordlimitation, (c) be fully transferrable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (f) permit partial draws and multiple presentations and drawings; and (g) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007-Rev) or International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship, or the financial condition of the Bank has changed in any other materially adverse way, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20Section 21.2 below, all as set forth more particularly hereinbelow. If The issuer of the L-C shall be referred to herein as the “Issuing Bank”. Notwithstanding the foregoing, Landlord hereby pre-approves the form of L-C attached hereto as Exhibit I-1 for issuance by Xxxxxx Xxxxxxx & Co. In addition, Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have may request the right to draw upon include additional banks in the then current Letter foregoing list of Creditapproved Issuing Banks, which additional banks shall be subject to Landlord’s approval in its sole discretion. In addition to Beneficiary’s rights to draw upon Tenant hereby agrees that the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary L-C shall have the right to draw down an amount up to the face amount of the Letter of Credit if any of the following shall have occurred or be applicable: expressly provide that (i) an Event presentation of Default the L-C for draw can be made locally, which for purposes of Tenant has occurred; this Article 21 shall mean either in the City of San Francisco, California, or in the City of Los Angeles, California, or (ii) presentation of the L-C for draw can be made by facsimile, in which case the appropriate facsimile number for presentment shall be stated on the L-C. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L-C. In the event of an event has occurred which, with the passage assignment by Tenant of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented from, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) its interest in this Lease (and irrespective of whether Landlord’s consent is terminated required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord due from the assignee shall be subject to an Event of Default by Tenant; (iv) Tenant has filed a voluntary petition under the U.S. Bankruptcy Code or any state bankruptcy code (collectivelyLandlord’s prior written approval, “Bankruptcy Code”), (v) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (vi) the Bank has notified Landlord that the Letter of Credit will which shall not be renewed or extended through the LC Expiration Date and Tenant has not provided a replacement Letter of Credit that satisfies the requirements of this Paragraph 20 within thirty (30) days prior to the expiration of the Letter of Credit. The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter of Credit. Tenant shall be responsible for paying the Bank’s fees in connection with the issuance of any Letter of Credit, certificate of renewal or extension amendmentunreasonably withheld.

Delivery of Letter of Credit. Concurrently with Tenant shall cause the Bank (as that term is defined below) to deliver to Landlord, within three (3) business days of Tenant's execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an irrevocable and unconditional negotiable standby letter of credit (the “Letter "L‑C") that complies in all respects with the requirements of Credit”) this Article 21 in an the amount set forth in Section 8 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Summary (the “Letter of Credit "L‑C Amount”"), payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Landlord and . The L‑C shall: (i) be issued by a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars Bank; ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service or higher, under the supervision of the Superintendent of Banks of the State of California. The Letter of Credit shall (aii) be “callable” at sightin the form attached hereto as Exhibit J; (iii) be irrevocable, irrevocable and unconditional, and payable upon demand; (biv) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC "L‑C Expiration Date”") that is sixty no less than one hundred twenty (60120) days after following the Expiration Date (expiration of the Lease Term, as the same may be extended), ; (v) contain a provision that provides that the L-C shall be automatically renewed on an annual basis without amendment of the L-C unless the Bank delivers a written notice of cancellation to Landlord and Tenant shall deliver to Landlord a new Letter of Credit, certificate of renewal or extension amendment at least sixty (60) days prior to the expiration of the Letter of Credit then held by LandlordL‑C, without any action whatsoever on the part of Landlord, ; (cvi) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fvii) permit partial draws and multiple presentations and drawings; , and (gviii) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007International Standby Practices-Rev) or ISP 98, International Chamber of Commerce Publication #600590. In addition to the foregoingTenant shall pay all expenses, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holderpoints, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies and/or fees incurred by Tenant in writing that obtaining the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship, or the financial condition of the Bank has changed in any other materially adverse way, then Tenant L‑C. The term "Bank" referred to herein shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit if mean any of the following shall have occurred or be applicablebanks: (ia) an Event Wxxxx Fargo Bank, N.A., (b) JPMorgan Chase Bank, N.A., (c) Bank of Default of Tenant has occurredAmerica, N.A. (d) US Bank or (e) Silicon Valley Bank, which (I) accepts deposits and maintains accounts; (iiII) an event has occurred whichthat is chartered under the laws of the United States, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromany State thereof, or delayed inthe District of Columbia, giving such notice because of a bankruptcy or other insolvency proceedingand which is insured by the Federal Deposit Insurance Corporation; (iiiIII) this Lease whose long-term issuer rating is terminated by Landlord due to an Event of Default by Tenant; no less than "Baa1" on Mxxxx'x (iv) Tenant has filed a voluntary petition under the U.S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”"Bank's Credit Rating Threshold"), (v) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (vi) the Bank has notified Landlord that the Letter of Credit will not be renewed or extended through the LC Expiration Date and Tenant has not provided a replacement Letter of Credit that satisfies the requirements of this Paragraph 20 within thirty (30) days prior to the expiration of the Letter of Credit. The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter of Credit. Tenant shall be responsible for paying the Bank’s fees in connection with the issuance of any Letter of Credit, certificate of renewal or extension amendment.

Delivery of Letter of Credit. Concurrently with the Xxxxxx’s execution and delivery of this Lease, Tenant shall deliver to LandlordLandlord an unconditional, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Leaseclean, an irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount set forth in Section 10 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Summary (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Landlord and which L-C shall be issued by a solventmoney-center, solvent and nationally recognized bank with assets in excess (a bank which accepts deposits, maintains accounts, has a California office which will negotiate a letter of Forty Billion Dollars credit, or will accept draw requests by facsimile or overnight courier, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord ($40,000,000,000) such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F1”, and with a long term Fitch Rating which is not less than “A”(or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service or higherService) (collectively, under the supervision “Bank’s Credit Rating Threshold”), and which L-C shall be in the form of Exhibit F attached hereto. Landlord hereby approves Silicon Valley Bank to be the Superintendent of Banks of Bank. Tenant shall pay all expenses, points and/or fees incurred by Xxxxxx in 40 GENESIS 1900 ALAMEDA obtaining the State of California. L-C. The Letter of Credit L-C shall (ai) be “callable” at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC L-C Expiration Date”) that is no less than sixty (60) days after the Expiration Date (expiration of the Lease Term as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty thirty (6030) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007International Standby Practices-Rev) or ISP 98, International Chamber of Commerce Publication #600590. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorshipLandlord, or the financial condition of the Bank has changed in any other materially adverse wayits then managing agent, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of this Lease and is not paid within applicable notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromand cure periods, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and is not dismissed within sixty (60) days, or (D) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (viE) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date and Tenant has not provided fails to provide a replacement Letter letter of Credit credit that satisfies complies with the requirements of in this Paragraph 20 within Section at least thirty (30) days prior before the expiration date of the L-C, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law that is not dismissed within sixty (60) days, or (G) Tenant executes an assignment for the benefit of creditors, or (H) if (1) any of the Bank’s Fitch Ratings (or other comparable ratings to the expiration extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Letter Bank, and Tenant has failed to provide Landlord with a replacement letter of Creditcredit, conforming in all respects to the requirements of this Article 20 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 20.1 above), in the amount of the applicable L-C Amount, within ten (10) business days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an “L-C Draw Event”). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes LandlordXxxxxxxx’s right to draw upon the Letter L-C, and regardless of Creditany discrepancies between the L-C and this Lease. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of the date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 20, and, within ten (10) business days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall be responsible for paying replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s fees Credit Rating Threshold and shall otherwise be acceptable to Landlord in connection its reasonable discretion) and that complies in all respects with the issuance requirements of this Article 20. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 20.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) business day period). In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Xxxxxxxx’s consent is required for such assignment), the acceptance of any Letter replacement or substitute letter of Creditcredit by Xxxxxxxx from the assignee shall be subject to Landlord’s prior written approval, certificate in Landlord’s reasonable discretion. In the event that Landlord draws upon the L-C (i) solely due to Tenant’s failure to renew or replace the L-C on a timely basis, such failure shall not constitute a default hereunder and (ii) Tenant shall at any time thereafter be entitled to provide Landlord with a replacement L-C that satisfies the requirements hereunder, at which time Landlord shall return the cash proceeds of renewal or extension amendment.the original L-C drawn by Landlord. 41 GENESIS 1900 ALAMEDA

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant concurrently with Tenant’s execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount set forth in Section 8 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Summary (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the which L-C shall be issued by a money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay AreaArea office which will negotiate a letter of credit, running in favor of and whose deposits are insured by the FDIC) reasonably acceptable to Landlord and issued by (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Service Corporation of A A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Lessor) and a comparable letter of credit issuer rating from Xxxxx’x Professional Investor Service of A3 or better (or any equivalent rating thereto from any successor rating agency thereto) (collectively, the “Bank’s Credit Rating Service or higherThreshold”), under and which L-C shall be in the supervision form of Exhibit H, attached hereto. Notwithstanding the Superintendent of Banks of foregoing, Landlord hereby approves Silicon Valley Bank as the State of CaliforniaBank. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the L-C. The Letter of Credit L-C shall (ai) be “callable” at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC L-C Expiration Date”) that is no less than sixty (60) days after the Expiration Date (expiration of the Lease Term as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty thirty (6030) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007International Standby Practices-Rev) or ISP 98, International Chamber of Commerce Publication #600590. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorshipLandlord, or the financial condition of the Bank has changed in any other materially adverse wayits then managing agent, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant this Lease, and has occurred; (ii) an event has occurred which, with the passage of time or giving of not been paid within applicable notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromand cure periods, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy CodeCode that is not dismissed within thirty (30) days, or (viD) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date Date, and Tenant has not provided a replacement Letter of Credit L-C that satisfies the requirements of this Paragraph 20 within Lease at least thirty (30) days prior to such expiration, or (E) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (F) Tenant executes an assignment for the expiration benefit of creditors, or (G) if (1) any of the Letter Bank’s (other than Silicon Valley Bank) Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of Creditthe Bank (other than Silicon Valley Bank), and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the applicable L-C Amount, within ten (10) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an “L-C Draw Event”). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for paying the payment of any and all Tenant’s and Bank’s fees in connection costs incurred with the issuance review of any Letter of Creditreplacement L-C, certificate of renewal which replacement is required pursuant to this Section or extension amendmentis otherwise requested by Tenant.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant concurrently with Tenant’s execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) set forth in Section 21.3 below (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Landlord and which L-C shall be issued by a solventmoney-center, solvent and nationally recognized bank with assets (a bank which accepts deposits, maintains accounts, has a local office in excess the City of Forty Billion Dollars Sunnyvale, City of San Xxxx or City of San Francisco that will negotiate a letter of credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord ($40,000,000,000) such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F1”, and with a long term Fitch Rating which is not less than “A” (or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service Service) (collectively, the “Bank’s Credit Rating Threshold”), and which L-C shall be in the form of Exhibit F, attached hereto. In no event may an L-C be provided by JPMorgan Chase Bank, Bank One, or higherany affiliate of either. Tenant shall pay all expenses, under points and/or fees incurred by Tenant in obtaining the supervision of the Superintendent of Banks of the State of California. L-C. The Letter of Credit L-C shall (ai) be “callable” at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC L-C Expiration Date”) that is sixty no less than one hundred twenty (60120) days after the Expiration Date (expiration of the Lease Term. as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty (60) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007International Standby Practices-Rev) or ISP 98, International Chamber of Commerce Publication #600590. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorshipLandlord, or the financial condition of the Bank has changed in any other materially adverse wayits then managing agent, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromthis Lease, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (viD) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date Date, or (E) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (F) Tenant executes an assignment for the benefit of creditors, or (G) if (1) any of the Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank, and Tenant has not provided failed to provide Landlord with a replacement Letter letter of Credit that satisfies credit, conforming in all respects to the requirements of this Paragraph 20 Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the applicable L-C Amount, within thirty ten (3010) days prior following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the expiration contrary) (each of the Letter of Creditforegoing being an “L-C Draw Event”). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for paying the Bank’s fees in connection payment of any and all costs incurred with the issuance review of any Letter of Creditreplacement L-C (including without limitation Landlord’s reasonable attorneys’ fees), certificate of renewal which replacement is required pursuant to this Section or extension amendmentis otherwise requested by Tenant.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant concurrently with Tenant’s execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) set forth in Section 21.3 below (the “Letter of Credit L-C Amount”), payable upon presentation which L-C shall be issued by one of the following banks: (i) Xxxxx Fargo Bank, N.A., (ii) XX Xxxxxx Chase, (iii) Bank of America, (iv) Citibank, (v) Silicon Valley Bank, (vi) Xxxxxx Xxxxxxx, (vii) Xxxxxxx Sachs, (viii) PNC Bank, or (ix) Bank of Xxxxxxx Xxxxx (such issuing bank being referred to an operating retail branch located herein as the “Bank”), and which L-C shall be in the San Francisco Bay Areaform of Exhibit G, running attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in favor of Landlord and issued by a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service or higher, under obtaining the supervision of the Superintendent of Banks of the State of California. L-C. The Letter of Credit L-C shall (ai) be “callable” at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC L-C Expiration Date”) that is sixty no less than ninety-five (6095) days after the Expiration Date (expiration of the Lease Term, as the same may be extendedextended (subject to Section 2 of Exhibit H attached hereto), and Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty (60) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007International Standby Practices-Rev) or ISP 98, International Chamber of Commerce Publication #600590. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorshipLandlord, or the financial condition of the Bank has changed in any other materially adverse wayits then managing agent, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant has occurred; this Lease (ii) an event has occurred which, with beyond the passage of time or giving of applicable notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromand cure periods), or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (viD) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (E) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date Date, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the benefit of creditors, or (H) if there is a material adverse change in the financial condition of the Bank, and Tenant has not provided failed to provide Landlord with a replacement Letter letter of Credit that satisfies credit, conforming in all respects to the requirements of this Paragraph 20 Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the applicable L-C Amount, within thirty ten (3010) days prior following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the expiration contrary) (each of the Letter of Creditforegoing being an “L-C Draw Event”). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer from the list above and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for paying the Bankpayment of any and all costs incurred with the review of any replacement L-C (including without limitation Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s sole and absolute discretion, and the attorney’s fees incurred by Landlord in connection with the issuance such determination shall be payable by Tenant to Landlord within ten (10) days of any Letter of Credit, certificate of renewal or extension amendmentbilling.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant within thirty (30) days of all Tenant’s execution of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) set forth in Section 30.3.1 below (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Landlord and which L-C shall be issued by a solventmoney-center, solvent and nationally recognized bank with assets in excess (a bank which accepts deposits, maintains accounts, has a local Los Angeles office which will negotiate a letter of Forty Billion Dollars credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord ($40,000,000,000) such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F1”, and with a long term Fitch Rating which is not less than “A”(or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service or higherService) (collectively, under the supervision “Bank’s Credit Rating Threshold”), and which L-C shall be in the form of Exhibit G, attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Superintendent of Banks of the State of California. L-C. The Letter of Credit L-C shall (ai) be “callable” at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC L-C Expiration Date”) that is sixty no less than one hundred twenty (60120) days after the Expiration Date (expiration of the Lease Term, as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty (60) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007International Standby Practices-Rev) or ISP 98, International Chamber of Commerce Publication #600590. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorshipLandlord, or the financial condition of the Bank has changed in any other materially adverse wayits then managing agent, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromthis Lease, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (viD) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (E) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date Date, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the benefit of creditors, or (H) if (1) any of the Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank, and Tenant has not provided failed to provide Landlord with a replacement Letter letter of Credit that satisfies credit, conforming in all respects to the requirements of this Paragraph 20 Article 30 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 30.1 above), in the amount of the applicable L-C Amount, within thirty ten (3010) days prior following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the expiration contrary) (each of the Letter of Creditforegoing being an “L-C Draw Event”). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter L-C, and regardless of Creditany discrepancies between the L-C and this Lease. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of the date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 30, and, within ten (10) days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 30. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 30.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for paying the Bankpayment of any and all costs incurred with the review of any replacement L-C (including without limitation Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s sole and absolute discretion, and the attorney’s fees incurred by Landlord in connection with the issuance such determination shall be payable by Tenant to Landlord within ten (10) days of any Letter of Credit, certificate of renewal or extension amendmentbilling.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer no later than May 18, 2012 (or which Landlord reasonably estimates that it such other later date as may sufferbe agreed upon by the parties in writing) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) set forth in Section 21.3 below (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Landlord and which L-C shall be issued by a solventmoney-center, solvent and nationally recognized bank with assets in excess (a bank which accepts deposits, maintains accounts, has a Northern California office which will negotiate a letter of Forty Billion Dollars credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord ($40,000,000,000) such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F1”, and with a long term Fitch Rating which is not less than “A”(or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service or higherService) (collectively, under the supervision “Bank’s Credit Rating Threshold”), and which L-C shall be in the form of Exhibit G, attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Superintendent of Banks of the State of California. L-C. The Letter of Credit L-C shall (ai) be “callable” at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC L-C Expiration Date”) that is sixty no less than one hundred twenty (60120) days after the Expiration Date (expiration of the Lease Term as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty (60) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (20071993-Rev) or ), International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship500, or the financial condition International Standby Practices-ISP 98, International Chamber of the Bank has changed in any other materially adverse wayCommerce Publication #590. Landlord, or its then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day periodmanaging agent, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromthis Lease, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (viD) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (E) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date Date, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the benefit of creditors, or (H) if (1) any of the Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank, and Tenant has not provided failed to provide Landlord with a replacement Letter letter of Credit that satisfies credit, conforming in all respects to the requirements of this Paragraph 20 Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the applicable L-C Amount, within thirty ten (3010) days prior business following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the expiration contrary) (each of the Letter of Creditforegoing being an “L-C Draw Event”). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) business days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall (1) replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21, or (2) in the event Tenant demonstrates to Landlord that Tenant is reasonably unable to obtain a substitute L-C from a different issuer reasonably acceptable to Landlord and that complies in all respects with the requirements of this Article 21 within the foregoing ten (10) business day period, deposit with Landlord cash in the L-C Amount (the “Interim Cash Deposit”). If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) business day period). Tenant shall be responsible for paying the Bankpayment of any and all costs incurred with the review of any replacement L-C (including without limitation Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the attorney’s fees incurred by Landlord in connection with the issuance such determination shall be payable by Tenant to Landlord within thirty (30) days of any Letter of Credit, certificate of renewal or extension amendmentbilling.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant concurrently with Tenant’s execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) set forth in Section 30.3 below (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Landlord and which L-C shall be issued by a solventmoney-center, solvent and nationally recognized bank with assets in excess (a bank which accepts deposits, maintains accounts, has a local Bellevue, Washington office which will negotiate a letter of Forty Billion Dollars credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord ($40,000,000,000) such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F1”, and with a long term Fitch Rating which is not less than “A”(or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service or higherService) (collectively, under the supervision “Bank’s Credit Rating Threshold”), and which L-C shall be in the form of Exhibit F, attached hereto. Notwithstanding the Superintendent of Banks of foregoing, Landlord hereby approves Silicon Valley Bank as the State of California“Bank” hereunder. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the L-C. The Letter of Credit L-C shall (ai) be “callable” at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC L-C Expiration Date”) that is sixty no less than one hundred twenty (60120) days after the Expiration Date (expiration of the Lease Term as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty (60) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the UCP 500 Uniform Customs and Practices for Documentary Credits (20071993-Rev) or ), International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship500, or the financial condition International Standby Practices-ISP 98, International Chamber of the Bank has changed in any other materially adverse wayCommerce Publication #590. Landlord, or its then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day periodmanaging agent, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromthis Lease, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (viD) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (E) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date Date, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under federal or state law, or (G) Tenant executes an assignment for the benefit of creditors, or (H) if (1) any of the Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank, and Tenant has not provided failed to provide Landlord with a replacement Letter letter of Credit that satisfies credit, conforming in all respects to the requirements of this Paragraph 20 Article 30 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 30.1 above), in the amount of the applicable L-C Amount, within thirty ten (3010) days prior following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the expiration contrary) (each of the Letter of Creditforegoing being an “L-C Draw Event”). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 30, and, within ten (10) days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 30. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 30.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for paying the Bankpayment of any and all costs incurred with the review of any replacement L-C (including without limitation Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s sole and absolute discretion, and the reasonable attorney’s fees incurred by Landlord in connection with the issuance such determination shall be payable by Tenant to Landlord within ten (10) days of any Letter of Credit, certificate of renewal or extension amendmentbilling.

Delivery of Letter of Credit. Concurrently with the Tenant’s execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default breach or default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount set forth in Section 8 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Summary (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the San Francisco Bay Areaform attached hereto as Exhibit I, running in favor of Landlord and issued by a solventLandlord, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service or higher, under the supervision drawn on one of the Superintendent of Banks of the State of California. The Letter of Credit shall following banks: (ai) be “callable” at sightXxxxx Fargo Bank, irrevocable and unconditionalN.A., (bii) be maintained in effectCitibank, whether through renewal N.A., (pursuant to a so-called “evergreen provision”iii) XX Xxxxxx Chase, (iv) Bank of America, (v) Xxxxxxx Xxxxx Bank USA, (vi) Xxxxxx Xxxxxxx Bank, N.A. or extension, for the period from the Delivery Date, until the date (the “LC Expiration Date”vii) that is sixty (60) days after the Expiration Date (as the same may be extended)Royal Bank of Canada, and Tenant shall deliver to Landlord a new Letter of Credit, certificate of renewal or extension amendment at least sixty (60) days prior otherwise conforming in all respects to the expiration requirements of the Letter of Credit then held by Landlordthis Article 21, including, without any action whatsoever on the part of Landlordlimitation, (c) be fully transferrable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (f) permit partial draws and multiple presentations and drawings; and (g) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007-Rev) or International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship, or the financial condition of the Bank has changed in any other materially adverse way, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20Section 21.2 below, all as set forth more particularly hereinbelow. If The issuer of the L-C shall be referred to herein as the “Issuing Bank”. Notwithstanding the foregoing, Landlord hereby pre-approves the form of L-C attached hereto as Exhibit I-1 for issuance by Xxxxxxx Xxxxx Bank USA. In addition, Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have may request the right to draw upon include additional banks in the then current Letter foregoing list of Creditapproved Issuing Banks, which additional banks shall be subject to Landlord’s approval in its sole discretion. In addition to Beneficiary’s rights to draw upon Tenant hereby agrees that the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary L-C shall have the right to draw down an amount up to the face amount of the Letter of Credit if any of the following shall have occurred or be applicable: expressly provide that (i) an Event presentation of Default the L-C for draw can be made locally, which for purposes of Tenant has occurred; this Article 21 shall mean either in the City of San Francisco, California, or in the City of Los Angeles, California, or (ii) presentation of the L-C for draw can be made by facsimile, in which case the appropriate facsimile number for presentment shall be stated on the L-C. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L-C. In the event of an event has occurred which, with the passage assignment by Tenant of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented from, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) its interest in this Lease (and irrespective of whether Landlord’s consent is terminated required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord due from the assignee shall be subject to an Event of Default by Tenant; (iv) Tenant has filed a voluntary petition under the U.S. Bankruptcy Code or any state bankruptcy code (collectivelyLandlord’s prior written approval, “Bankruptcy Code”), (v) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (vi) the Bank has notified Landlord that the Letter of Credit will which shall not be renewed or extended through the LC Expiration Date and Tenant has not provided a replacement Letter of Credit that satisfies the requirements of this Paragraph 20 within thirty (30) days prior to the expiration of the Letter of Credit. The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter of Credit. Tenant shall be responsible for paying the Bank’s fees in connection with the issuance of any Letter of Credit, certificate of renewal or extension amendmentunreasonably withheld.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for within ninety (90) days of the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this LeaseEffective Date, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount set forth in Section 7 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Summary (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Landlord and which L-C shall be issued by either Silicon Valley Bank, a solventsubsidiary of SVB Financial Group; Pacific Western Bank or an affiliate or division thereof; or a money-center, solvent and nationally recognized bank with assets (a bank which accepts deposits, maintains accounts, has a local office in excess Salt Lake City, Utah that will negotiate a letter of Forty Billion Dollars credit, and whose deposits arc insured by the FDIC) reasonably acceptable to Landlord ($40,000,000,000) such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “Fl”, and with a long term Fitch Rating which is not less than “A” (or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service or higherService) (collectively, under the supervision “Bank’s Credit Rating Threshold”), and which L-C shall be in the form of Exhibit E attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Superintendent of Banks of the State of California. L-C. The Letter of Credit L-C shall (ai) be “callable” at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC L-C Expiration Date”) that is sixty no less than one hundred twenty (60120) days after the Expiration Date (expiration of the Lease Term, as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty (60) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007International Standby Practices-Rev) or ISP 98, International Chamber of Commerce Publication #600590. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorshipLandlord, or the financial condition of the Bank has changed in any other materially adverse wayits then managing agent, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented from, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event (following the expiration of Default by Tenant; all applicable payment and default cure periods) or (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (viD) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date Date, or (E) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (F) Tenant executes an assignment for the benefit of creditors, or (G) if (I) any of the Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank, and Tenant has not provided failed to provide Landlord with a replacement Letter letter of Credit that satisfies the requirements of this Paragraph 20 credit within thirty (30) days prior following receipt of Landlord’s written request therefor, conforming in all respects to the expiration requirements of this Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the Letter applicable L-C Amount, within ten (10) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of Creditthe foregoing being an “L-C Draw Event”). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for paying the Bank’s fees in connection payment of any and all costs incurred with the issuance review of any Letter replacement L-C (including without limitation Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant. Notwithstanding anything to the contrary contained in this Lease, Landlord shall not be required to disburse any portion of Credit, certificate of renewal or extension amendmentthe Tenant Improvement Allowance to Tenant until Tenant has provided Landlord with the L-C described in this Article 21.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant concurrently with Tenant’s execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) set forth in Section 21.3 below (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Landlord and which L-C shall be issued by a solventmoney-center, solvent and nationally recognized bank with assets in excess (a bank which accepts deposits, maintains accounts, has a California office which will negotiate a letter of Forty Billion Dollars credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord ($40,000,000,000) such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F1”, and with a long term Fitch Rating which is not less than “A” (or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service or higherService) (collectively, under the supervision “Bank’s Credit Rating Threshold”), and which L-C shall be in substantially the form of Exhibit G, attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Superintendent of Banks of the State of California. L-C. The Letter of Credit L-C shall (ai) be “callable” at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC L-C Expiration Date”) that is sixty no less than one hundred twenty (60120) days after the Expiration Date (expiration of the Lease Term as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty (60) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (20071993-Rev) or ), International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship500, or the financial condition International Standby Practices-ISP 98, International Chamber of the Bank has changed in any other materially adverse wayCommerce Publication #590. Landlord, or its then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day periodmanaging agent, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromthis Lease, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (viD) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (E) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date Date, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the benefit of creditors, or (H) if (1) any of the Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank, and Tenant has not provided failed to provide Landlord with a replacement Letter letter of Credit that satisfies credit, conforming in all respects to the requirements of this Paragraph 20 Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the applicable L-C Amount, within thirty ten (3010) days prior following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the expiration contrary) (each of the Letter of Creditforegoing being an “L-C Draw Event”). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for paying the Bankpayment of any and all costs incurred with the review of any replacement L-C (including without limitation Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s sole and absolute discretion, and the attorney’s fees incurred by Landlord in connection with the issuance such determination shall be payable by Tenant to Landlord within ten (10) days of any Letter of Credit, certificate of renewal or extension amendmentbilling.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this LeaseOn or before January 31, 2008, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease Lease, and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default breach or default by Tenant under this Lease, an irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”) in an amount of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) (the “Letter of Credit Amount”), payable upon presentation to an operating retail branch located in the San Francisco Bay Areaform attached hereto as Exhibit F and containing the terms required herein, payable in the City of Bellevue, Washington, running in favor of Landlord and issued by a solvent, nationally recognized money-center bank with assets (a bank which accepts deposits, maintains accounts, and whose deposits are insured by the FDIC) which is acceptable to Landlord, in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service or higher, under the supervision amount set forth in Section 7 of the Superintendent Summary (the “Letter of Banks of the State of CaliforniaCredit Amount”). The Letter of Credit shall (ai) be “callable” at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from the Delivery Date, date hereof and continuing until the date (the “LC Expiration Date”) that is sixty one hundred twenty (60120) days after the Expiration Date (as expiration of the same may be extended)Lease Term, and Tenant shall deliver to Landlord a new Letter of Credit, Credit or certificate of renewal or extension amendment to Landlord at least sixty (60) days prior to the expiration of the Letter of Credit then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (20071993-Rev) or ), International Chamber of Commerce Publication #600500, or the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590. In addition to the foregoing, the form and terms of the Letter of Credit (and the bank issuing the same (the “Bank”)) shall be acceptable to Landlord and Security HolderLandlord, in their respective Landlord’s reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorshipLandlord, or the financial condition of the Bank has changed in any other materially adverse wayits then managing agent, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromthis Lease, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (viD) the Bank has notified Landlord that the Letter of Credit will not be renewed or extended through the LC Expiration Date and Tenant has not provided a replacement Letter of Credit that satisfies the requirements of this Paragraph 20 within thirty (30) days prior to the expiration of the Letter of CreditDate. The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter of Credit. Landlord hereby agrees that Tenant may cause the applicant under the Letter of Credit to be ***., provided that the foregoing shall not alter or amend any of the terms of this Article 21. Landlord hereby further agrees that Tenant shall be responsible for paying the Bank’s fees in connection with the issuance permitted to provide two (2) Letters of any Credit under this Article 21 (rather than one Letter of Credit) so long as such Letters of Credit, certificate together, provide for the full Letter of renewal or extension amendmentCredit Amount required hereunder and that both of such Letters of Credit otherwise comply with, and shall be subject to, all of the terms of this Article 21.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant within ten (10) business days following Tenant’s execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount set forth in Section 8 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Lease Summary (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the which L-C shall be issued by a money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay AreaArea office which will negotiate a letter of credit, running in favor of and whose deposits are insured by the FDIC) reasonably acceptable to Landlord and issued by (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Service Poors Corporation of A A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Lessor) and a comparable letter of credit issuer rating from Xxxxx’x Professional Investor Service of A3 or better (or any equivalent rating thereto from any successor rating agency thereto)) (collectively, the “Bank’s Credit Rating Service Threshold”), and which L-C shall be in the form of Exhibit G, attached hereto, or higheranother form reasonably acceptable to Landlord. Notwithstanding the foregoing, under Landlord hereby approves Silicon Valley Bank as the supervision of Bank. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Superintendent of Banks of the State of California. L-C. The Letter of Credit L-C shall (ai) be “callable” at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC L-C Expiration Date”) that is no less than sixty (60) days after the Expiration Date (expiration of the Lease Term as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty thirty (6030) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (20071993-Rev) or ), International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship500, or the financial condition International Standby Practices-ISP 98, International Chamber of the Bank has changed in any other materially adverse wayCommerce Publication #590. Landlord, or its then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day periodmanaging agent, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant this Lease, and has occurred; not been paid within applicable notice and cure periods (ii) an event has occurred whichor, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where if Landlord is prevented fromby law from providing notice, within the period for payment set forth in the Lease), or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code that is not dismissed within thirty (30) days, or (D) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (viE) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date Date, and Tenant has not provided a replacement Letter of Credit L-C that satisfies the requirements of this Paragraph 20 within Lease at least thirty (30) days prior to such expiration, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the expiration benefit of creditors, or (H) if (1) any of the Letter Bank’s (other than Silicon Valley Bank) Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of Creditthe Bank (other than Silicon Valley Bank), and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the applicable L-C Amount, within ten (10) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an “L-C Draw Event”). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for paying the payment of any and all Tenant’s and Bank’s costs incurred with the review of any replacement L-C, which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the actual and reasonable attorney’s fees incurred by Landlord in connection with the issuance such determination shall be payable by Tenant to Landlord within ten (10) days of any Letter of Credit, certificate of renewal or extension amendmentbilling.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant within forty-five (45) days following Tenant’s execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) set forth in Section 22.3 below (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Landlord and which L-C shall be issued by a solventmoney-center, solvent and nationally recognized bank with assets in excess (a bank which accepts deposits, maintains accounts, has a local San Diego office which will negotiate a letter of Forty Billion Dollars credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord, and Landlord hereby pre-approves UBS Bank USA ($40,000,000,000) such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F l “, and with a long term Fitch Rating which is not less than “A”(or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x ’ s Professional Rating Service or higherXxxxx’x Professional Rating Service) (collectively, under the supervision “Bank’s Credit Rating Threshold”), and which L-C shall be substantially in the form of Exhibit G, attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Superintendent of Banks of the State of California. L-C. The Letter of Credit L-C shall (ai) be “callable” at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of issuance of such L-C and continuing until the date (the “LC L-C Expiration Date”) that is sixty no less than one hundred twenty (60120) days after the Expiration Date (expiration of the Lease Term, as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty thirty (6030) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (20071993-Rev) or ), International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship500, or the financial condition International Standby Practices- ISP 98, International Chamber of the Bank has changed in any other materially adverse wayCommerce Publication #590. Landlord, or its then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day periodmanaging agent, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromthis Lease, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (viD) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date Date, or (E) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (F) Tenant executes an assignment for the benefit of creditors, or (G) if (I) any of the Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank, and Tenant has not provided failed to provide Landlord with a replacement Letter letter of Credit that satisfies credit, conforming in all respects to the requirements of this Paragraph 20 Article 22 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 22.1 above), in the amount of the applicable L-C Amount, within thirty ten (30IO) days prior following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the expiration contrary) (each of the Letter of Creditforegoing being an “L-C Draw Event”). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 22, and, within ten (10) days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 22. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 22.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for paying the Bank’s fees in connection payment of any and all costs incurred with the issuance review of any Letter of Creditreplacement L-C (including without limitation Landlord’s reasonable attorneys’ fees), certificate of renewal which replacement is required pursuant to this Section or extension amendmentis otherwise requested by Tenant.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant concurrently with Tenant’s execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount set forth in Section 8 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Lease Summary (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the which L-C shall be issued by a money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay AreaArea office which will negotiate a letter of credit, running in favor of and whose deposits are insured by the FDIC) reasonably acceptable to Landlord and issued by (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Service Poors Corporation of A A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Lessor) and a comparable letter of credit issuer rating from Xxxxx’x Professional Investor Service of A3 or better (or any equivalent rating thereto from any successor rating agency thereto)) (collectively, the “Bank’s Credit Rating Service or higherThreshold”), under and which L-C shall be substantially in the supervision form of Exhibit F, attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Superintendent of Banks of the State of California. L-C. The Letter of Credit L-C shall (ai) be “callable” at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC L-C Expiration Date”) that is sixty no less than one hundred twenty (60120) days after the Expiration Date (expiration of the Lease Term as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty forty-five (6045) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (20071993-Rev) or ), International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship500, or the financial condition International Standby Practices-ISP 98, International Chamber of the Bank has changed in any other materially adverse wayCommerce Publication #590. Landlord, or its then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day periodmanaging agent, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant this Lease, and has occurred; not been paid within applicable notice and cure periods (ii) an event has occurred whichor, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where if Landlord is prevented fromby law from providing notice, within the period for payment set forth in the Lease), or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code that is not dismissed within thirty (30) days, or (D) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (viE) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date Date, and Tenant has not provided a replacement Letter of Credit L-C that satisfies the requirements of this Paragraph 20 within Lease at least thirty (30) days prior to such expiration, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the expiration benefit of creditors, or (H) if (1) any of the Letter Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of Creditthe Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the applicable L-C Amount, within ten (10) business days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an “L-C Draw Event”). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) business days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for paying the payment of any and all Tenant’s and Bank’s costs incurred with the review of any replacement L-C, which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the actual and reasonable attorney’s fees incurred by Landlord in connection with the issuance such determination shall be payable by Tenant to Landlord within ten (10) business days of any Letter of Creditbilling. 00 Xxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx Xxxx [Britannia Gateway Business Park] [Senti Biosciences, certificate of renewal or extension amendment.Inc.]

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default breach or default by Tenant under this Lease, an unconditional, irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”"L-C") in an the amount set forth in Section 8 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Summary (the “Letter of Credit "L-C Amount”"), payable upon presentation to an operating retail branch located substantially in the San Francisco Bay Areaform attached hereto as Exhibit I, with any necessary modifications to incorporate the "Five Year Evergreen Provision" (as that term is defined hereinbelow) to the extent required by the TCCs of this Section 21.1 below, running in favor of Landlord, drawn on one of the following banks (or another bank approved by Landlord and issued by a solventin its sole discretion): (i) Xxxxx Fargo Bank, nationally recognized bank with assets in excess N.A., (ii) Bank of Forty Billion Dollars America, N.A., ($40,000,000,000iii) and with a Citibank, N.A. (iv) Deutsche Bank AG, or (v) JPMorgan Chase Bank, National Association (the "Bank"), so long term as such Bank has an investment grade rating from Standard and Poor’s 's Professional Rating Service of A or a comparable rating from Xxxxx’x Xxxxx'x Professional Rating Service or higher(the "Credit Rating Threshold"), under and otherwise conforming in all respects to the supervision requirements of this Article 21, including, without limitation, all of the Superintendent requirements of Banks of Section 21.2 below, all as set forth more particularly hereinbelow. Tenant shall deliver the State of California. The Letter of Credit shall L-C to Landlord as follows: (a) be “callable” at sightwithin two (2) business days following Tenant's execution of this Lease, irrevocable Tenant shall deliver to Landlord an L-C in an amount equal to one-half (½) of the L-C Amount, and unconditional, (b) be maintained in effect, whether through renewal within thirty (pursuant to a so-called “evergreen provision”30) or extension, for days following the period from the Delivery Phase 1 Lease Commencement Date, until the date (the “LC Expiration Date”) that is sixty (60) days after the Expiration Date (as the same may be extended), and Tenant shall deliver to Landlord a new Letter or amended L-C in the entire L-C Amount (provided that if Tenant delivers a new L-C in the entire L-C Amount, then Landlord shall return to Tenant the initial L-C equal to one-half (½) of Creditthe L-C Amount). In the event Tenant fails to deliver to Landlord the initial L-C, certificate as required herein, in the time period required in this Section 21.1, then such failure by Tenant shall constitute a default by Tenant under this Lease, and Landlord's obligation to disburse the Improvement Allowance shall be suspended until such time as Tenant delivers to Landlord the initial L-C, and any delay in the construction of renewal or extension amendment at least sixty the Improvements as a result of Landlord not disbursing the Improvement Allowance shall be deemed a "Tenant Delay" (60as that term is defined in Section 1.9.3 of the Work Letter). Landlord and Tenant acknowledge that the initial L-C deposited with Landlord will have an initial term of five (5) days prior to years, with a so-called "evergreen provision" (the "Five Year Evergreen Provision"). Upon the expiration of the Letter Construction Period, Tenant may deliver a new L-C to Landlord with an initial term of Credit then held one (1) year, with a so-called "evergreen provision", which new L-C shall otherwise satisfy all of the requirements of this Article 21. Upon receipt of such new L-C from Tenant, Landlord will promptly return the initial L-C to Tenant. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L-C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord's consent is required for such assignment), without the acceptance of any action whatsoever on replacement or substitute letter of credit by Landlord from the part of assignee shall be subject to Landlord's prior written approval, (c) be fully transferrable in Landlord's reasonable discretion, and the reasonable attorney's fees incurred by Landlord, its successors and assigns, (d) Landlord in connection with such determination shall be payable by Tenant to Landlord within thirty (30) days of receipt of invoice together with reasonable supporting evidence. If Tenant delivers a First Offer Exercise Notice to Landlord, Security Holder or their assignees then within ten (10) business days after the “Beneficiary”); (e) require that any draw on final determination of the First Offer Rent, the Letter of Credit shall be made only upon receipt increased by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying "First Offer Space Increased L-C Amount" (as that the Beneficiary term is entitled to draw on the Letter of Credit pursuant to this Lease; (f) permit partial draws and multiple presentations and drawings; and (g) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007-Rev) or International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship, or the financial condition of the Bank has changed in any other materially adverse way, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit if any of the following shall have occurred or be applicable: (i) an Event of Default of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented from, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (iv) Tenant has filed a voluntary petition under the U.S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”defined hereinbelow), (v) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (vi) the Bank has notified Landlord that the Letter of Credit will not be renewed or extended through the LC Expiration Date and Tenant has not provided a replacement Letter of Credit that satisfies the requirements of this Paragraph 20 within thirty (30) days prior to the expiration of the Letter of Credit. The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter of Credit. Tenant shall be responsible for paying the Bank’s fees in connection with the issuance of any Letter of Credit, certificate of renewal or extension amendment.,

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant concurrently with Tenant's execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”"L‑C") in an the amount of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) set forth in Section 20.3 below (the “Letter of Credit "L‑C Amount”"), payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Landlord and which L‑C shall be issued by Silicon Valley Bank or other bank reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the "Bank"), which Bank must have a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long long-term rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service or higherof "A3" (the “Bank’s Credit Rating Threshold”), under and which L‑C shall be in the supervision form of Exhibit E, attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Superintendent of Banks of the State of California. L‑C. The Letter of Credit L‑C shall (ai) be “"callable” " at sight, irrevocable and unconditionalunconditional (other than as set forth in the L-C), (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC "L‑C Expiration Date”") that is sixty no less than forty-five (6045) days after the Expiration Date (expiration of the Lease Term as the same may be extendedextended (provided that the Bank shall have the right, annually, not to renew by providing the notice to Landlord described herein), and and, if the L-C shall expire (without auto-renewal) prior to L-C Expiration Date, Tenant shall deliver to Landlord a new Letter of Credit, L‑C or certificate of renewal or extension amendment to Landlord at least sixty fifteen (6015) days prior to such expiration prior to the expiration L-C Expiration Date of the Letter of Credit L‑C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007International Standby Practices-Rev) or ISP 98, International Chamber of Commerce Publication #600590. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorshipLandlord, or the financial condition of the Bank has changed in any other materially adverse wayits then managing agent, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L‑C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant has occurred; this Lease, beyond any L-C Cure Period (ii) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromas defined below), or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), (v) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (vi) the Bank has notified Landlord that the Letter of Credit will not be renewed or extended through the LC Expiration Date and Tenant has not provided a replacement Letter of Credit that satisfies the requirements of this Paragraph 20 within thirty (30) days prior to the expiration of the Letter of Credit. The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter of Credit. Tenant shall be responsible for paying the Bank’s fees in connection with the issuance of any Letter of Credit, certificate of renewal or extension amendment.code

Delivery of Letter of Credit. Concurrently Tenant shall cause the Bank (as that term is defined below) to deliver to Landlord, concurrently with the Tenant’s execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) that complies in an all respects with the requirements of this Article 21 in the amount set forth in Section 8 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Summary (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located . The L-C shall: (i) be issued by Silicon Valley Bank or another Bank; (ii) be in the San Francisco Bay Areaform attached hereto as Exhibit G, running in favor of Landlord and or a substantively comparable form, reasonably approved by Landlord, if issued by a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars Bank other than Silicon Valley Bank; ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service or higher, under the supervision of the Superintendent of Banks of the State of California. The Letter of Credit shall (aiii) be “callable” at sightirrevocable, irrevocable and unconditional, and payable upon demand; (biv) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC L-C Expiration Date”) that is sixty no less than one hundred twenty (60120) days after following the Expiration Date (expiration of the Lease Term, as the same may be extended), ; (v) contain a provision that provides that the L-C shall be automatically renewed on an annual basis without amendment of the L-C unless the Bank delivers a written notice of cancellation to Landlord and Tenant shall deliver to Landlord a new Letter of Credit, certificate of renewal or extension amendment at least sixty (60) days prior to the expiration of the Letter of Credit then held by LandlordL-C, without any action whatsoever on the part of Landlord, ; (cvi) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fvii) permit partial draws and multiple presentations and drawings; , and (gviii) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007International Standby Practices-Rev) or ISP 98, International Chamber of Commerce Publication #600590. In addition to Tenant shall pay all expenses, points, and/or fees incurred by Tenant in obtaining the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the L-C. The term “Bank”) ” referred to herein shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves mean Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship, or the financial condition of the Bank has changed in any other materially adverse waybank, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit if any of the following shall have occurred or be applicable: which (i) an Event of Default of Tenant has occurredaccepts deposits and maintains accounts; (ii) an event has occurred whichthat is chartered under the laws of the United States, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromany State thereof, or delayed inthe District of Columbia, giving such notice because of a bankruptcy or other insolvency proceedingand which is insured by the Federal Deposit Insurance Corporation; (iii) this Lease whose long-term, unsecured, and unsubordinated debt obligations are rated no less than “A” by Fitch Ratings Ltd. (“Fitch”) and whose short term deposit rating is terminated rated no less than “F1” by Landlord due to an Event of Default by Tenant; Fitch (ivor in the event such applicable Fitch ratings are no longer available, comparable ratings from Standard and Poor’s Professional Rating Service or Xxxxx’x Professional Rating Service) Tenant has filed a voluntary petition under the U.S. Bankruptcy Code or any state bankruptcy code (collectively, the “Bankruptcy CodeBank’s Credit Rating Threshold”), (v) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (vi) the Bank has notified Landlord that the Letter of Credit will not be renewed or extended through the LC Expiration Date and Tenant has not provided a replacement Letter of Credit that satisfies the requirements of this Paragraph 20 within thirty (30) days prior to the expiration of the Letter of Credit. The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter of Credit. Tenant shall be responsible for paying the Bank’s fees in connection with the issuance of any Letter of Credit, certificate of renewal or extension amendment.

Delivery of Letter of Credit. Concurrently with the Tenant shall deliver to Landlord, within five (5) business days following Tenant’s and Landlord’s execution and delivery of this Lease, Tenant shall deliver to Landlordan unconditional, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Leaseclean, an irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) set forth in Section 25.3 below (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Landlord and which L-C shall be issued by a solventBarclays or any other money-center, solvent and nationally recognized bank with assets (a bank which accepts deposits, maintains accounts, has a local Los Angeles office which will negotiate a letter of credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord (Barclays, or such other approved, issuing bank being referred to herein as the “Bank”), which Bank must have a “Short Term Issuer Default” Fitch Rating which is not less than “F1”, and a “Long Term Issuer Default” Fitch Rating which is not less than “A”(or in excess of Forty Billion Dollars ($40,000,000,000) and with the event such Fitch Ratings are no longer available, a long term comparable rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service Service) (collectively, the Bank’s Credit Rating Threshold”), and which L-C shall be in the form of Exhibit F, attached hereto, or higherin such other form which is substantially consistent with the form of Exhibit F attached hereto and approved by Landlord (which approval shall not be unreasonably withheld and shall be granted or denied within five (5) business days). Tenant shall pay all expenses, under points and/or fees incurred by Tenant in obtaining the supervision of the Superintendent of Banks of the State of California. L-C. The Letter of Credit L-C shall (ai) be “callable” at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC L-C Expiration Date”) that is sixty no less than ninety (6090) days after the Expiration Date (as expiration of the same may be extended)Lease Term, and Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty thirty (6030) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007International Standby Practices-Rev) or ISP 98, International Chamber of Commerce Publication #600590. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorshipLandlord, or the financial condition of the Bank has changed in any other materially adverse wayits then managing agent, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromthis Lease, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (viD) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (E) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date Date, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the benefit of creditors, or (H) if (1) any of the Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank, and Tenant has not provided failed to provide Landlord with a replacement Letter letter of Credit that satisfies credit, conforming in all respects to the requirements of this Paragraph 20 Article 25 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 25.1 above), in the amount of the applicable L-C Amount, within thirty ten (3010) days prior following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the expiration contrary) (each of the Letter of Creditforegoing being an “L-C Draw Event”). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 25, and, within ten (10) days following Landlord’s notice to Tenant of such receivership or conservatorship (the L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 25, and Landlord shall promptly return such replaced L-C to Tenant following Landlord’s receipt of such replacement L-C. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 25.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for paying the Bankpayment of any and all costs incurred with the review of any replacement L-C (including without limitation Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval pursuant to this Section 25.1 above, and the attorney’s fees incurred by Landlord in connection with the issuance such determination shall be payable by Tenant to Landlord within thirty (30) days of any Letter of Credit, certificate of renewal or extension amendmentbilling.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant concurrently with Tenant’s execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) set forth in Section 21.3 below (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Landlord and which L-C shall be issued by a solventmoney-center, solvent and nationally recognized bank with assets in excess (a bank which accepts deposits, maintains accounts, has a local San Francisco, California office which will negotiate a letter of Forty Billion Dollars credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord ($40,000,000,000) such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F1”, and with a long term Fitch Rating which is not less than “A”(or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service or higherService) (collectively, under the supervision “Bank’s Credit Rating Threshold”), and which L-C shall be in the form of Exhibit I, attached hereto. Landlord acknowledges and agrees that for the Superintendent purposes of Banks of this Lease, the State of Californiaterm “Bank” shall include without limitation Silicon Valley Bank. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the L-C. The Letter of Credit L-C shall (ai) be “callable” at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC L-C Expiration Date”) that is sixty no less than one hundred twenty (60120) days after the Expiration Date (expiration of the Lease Term, as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty (60) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007International Standby Practices-Rev) or ISP 98, International Chamber of Commerce Publication #600590. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorshipLandlord, or the financial condition of the Bank has changed in any other materially adverse wayits then managing agent, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromthis Lease, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (viD) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (E) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date Date, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the benefit of creditors, or (H) if (1) any of the Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank, and Tenant has not provided failed to provide Landlord with a replacement Letter letter of Credit that satisfies credit, conforming in all respects to the requirements of this Paragraph 20 Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the applicable L-C Amount, within thirty ten (3010) days prior following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the expiration contrary) (each of the Letter of Creditforegoing being an “L-C Draw Event”). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter L-C, and regardless of Creditany discrepancies between the L-C and this Lease. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of the date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for paying the Bankpayment of any and all costs incurred with the review of any replacement L-C (including without limitation Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s sole and absolute discretion, and the reasonable attorney’s fees incurred by Landlord in connection with the issuance such determination shall be payable by Tenant to Landlord within ten (10) days of any Letter of Credit, certificate of renewal or extension amendmentbilling.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for within seven (7) business days following the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this LeaseEffective Date, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount of Eight Hundred Sixty-One Million Nineteen Thousand Two Six Hundred Ten Sixty-Three and 40/100 74/100 Dollars ($1,019,210.40861,663.74) (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the which L-C shall be issued by a money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay AreaArea office which will negotiate a letter of credit, running in favor of and whose deposits are insured by the FDIC) reasonably acceptable to Landlord and issued by (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Service Poors Corporation of A A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Lessor) and a comparable letter of credit issuer rating from Xxxxx’x Professional Investor Service of A3 or better (or any equivalent rating thereto from any successor rating agency thereto)) (collectively, the “Bank’s Credit Rating Service or higherThreshold”), under and which L-C shall be substantially in the supervision form of Exhibit C, attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Superintendent of Banks of the State of California. L-C. The Letter of Credit L-C shall (ai) be “callable” at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Third Amendment and continuing until the date (the “LC L-C Expiration Date”) that is no less than sixty (60) days after the Expiration Date (expiration of the Lease Term as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty (60) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (20071993-Rev) or ), International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship500, or the financial condition International Standby Practices-ISP 98, International Chamber of the Bank has changed in any other materially adverse wayCommerce Publication #590. Landlord, or its then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day periodmanaging agent, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant the Lease, and has occurred; not been paid within applicable notice and cure periods (ii) an event has occurred whichor, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where if Landlord is prevented fromby law from providing notice, within the period for payment set forth in the Lease), or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (vi) the Bank has notified Landlord Code that the Letter of Credit will is not be renewed or extended through the LC Expiration Date and Tenant has not provided a replacement Letter of Credit that satisfies the requirements of this Paragraph 20 dismissed within thirty (30) days prior to the expiration of the Letter of Credit. The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter of Credit. Tenant shall be responsible for paying the Bank’s fees in connection with the issuance of any Letter of Creditdays, certificate of renewal or extension amendment.or

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant concurrently with Tenant's execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”"L‑C‑") in an the amount of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) set forth in Section 20.3 below (the “Letter of Credit Amount”"L‑C Amount‑"), payable upon presentation to an operating retail branch located in the which L‑C shall be issued by a money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area, running California office which will negotiate a letter of credit, or will accept draw requests by facsimile or overnight courier, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the "Bank"), which Bank must have a Moody’s Professional Rating Service Rating (“Moody’s Ratings”) which is not less A3 (or in favor of Landlord and issued by the event such Moody’s Ratings are no longer available, a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term comparable rating from Standard and Poor’s Professional Rating Service Service) (collectively, the "Bank’s Credit Rating Threshold"), and which L‑C shall be in the form of A Exhibit H, attached hereto. Landlord hereby approves of Bank of America or a comparable rating from Xxxxx’x Professional Rating Service or higherSilicon Valley Bank as the Bank. Tenant shall pay all expenses, under points and/or fees incurred by Tenant in obtaining the supervision of the Superintendent of Banks of the State of California. L‑C. The Letter of Credit L‑C shall (ai) be “"callable” " at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC "‑L‑C Expiration Date”") that is no less than sixty (60) days after the Expiration Date (expiration of the Lease Term as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L‑C or certificate of renewal or extension amendment to Landlord at least sixty thirty (6030) days prior to the expiration of the Letter of Credit L‑C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007International Standby Practices-Rev) or ISP 98, International Chamber of Commerce Publication #600590. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorshipLandlord, or the financial condition of the Bank has changed in any other materially adverse wayits then managing agent, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L‑C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of this Lease and is not paid within applicable notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromand cure periods, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and is not dismissed within sixty (60) days, or (D) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (viE) the Bank has notified Landlord that the Letter of Credit L‑C will not be renewed or extended through the LC L‑C Expiration Date and Tenant has not provided fails to provide a replacement Letter letter of Credit credit that satisfies complies with the requirements of in this Paragraph 20 within section at least thirty (30) days prior before the expiration date of the L-C, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law that is not dismissed within sixty (60) days, or (G) Tenant executes an assignment for the benefit of creditors, or (H) if (1) any of the Bank's Xxxxx’x Ratings (or other comparable ratings to the expiration extent the Xxxxx’x Ratings are no longer available) have been reduced below the Bank's Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Letter Bank, and Tenant has failed to provide Landlord with a replacement letter of Creditcredit, conforming in all respects to the requirements of this Article 20 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 20.1 above), in the amount of the applicable L‑C Amount, within ten (10) business days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an "‑L‑C Draw Event"). The Letter of Credit will L‑C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s 's right to draw upon the Letter L‑C, and regardless of Creditany discrepancies between the L-C and this Lease. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of the date such receivership or conservatorship occurs, said L‑C shall be deemed to fail to meet the requirements of this Article 20, and, within ten (10) business days following Landlord's notice to Tenant of such receivership or conservatorship (the "‑L‑C FDIC Replacement Notice"), Tenant shall replace such L‑C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank's Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 20. If Tenant fails to replace such L‑C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 20.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for paying the Bank’s fees in connection payment of any and all costs incurred with the issuance review of any Letter replacement L‑C (including without limitation Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of Creditan assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord's consent is required for such assignment), certificate the acceptance of renewal any replacement or extension amendmentsubstitute letter of credit by Landlord from the assignee shall be subject to Landlord's prior written approval, in Landlord's reasonable discretion. 879352.05/SD374622-00001/3-28-19/MLT/bp -33- GENESIS SSF - TWO TOWER PLACE[Fluidigm Corporation] In the event that Landlord draws upon the L-C (i) solely due to Tenant’s failure to renew or replace the L-C on a timely basis, such failure shall not constitute a default hereunder and (ii) Tenant shall at any time thereafter be entitled to provide Landlord with a replacement L-C that satisfies the requirements hereunder, at which time Landlord shall return the cash proceeds of the original L-C drawn by Landlord.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant concurrently with Tenant’s execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) set forth in Section 4.3 below (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Landlord and which L-C shall be issued by a solventmoney-center, solvent and nationally recognized bank with assets in excess (a bank which accepts deposits, maintains accounts, has a local Los Angeles office which will negotiate a letter of Forty Billion Dollars credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord ($40,000,000,000) such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “Fl”, and with a long term Fitch Rating which is not less than “A” (or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service or higherService) (collectively, under the supervision “Bank’s Credit Rating Threshold”), and which L-C shall be in the form of Exhibit F, attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Superintendent of Banks of the State of California. L-C. The Letter of Credit L-C shall (ai) be “callable” at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC L-C Expiration Date”) that is sixty no less than forty-five (6045) days after the Expiration Date (as of the same may be extended)Term, and if the L-C expires earlier than the L-C Expiration Date, Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty thirty (6030) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, and (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; and (g) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007-Rev) or International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorshipLandlord, or the financial condition of the Bank has changed in any other materially adverse wayits then managing agent, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: ; (iA) an Event such amount is due to Landlord under the terms and conditions of Default of this Lease, and Tenant has occurred; failed to pay the same within the time periods (iiincluding applicable notice and grace periods) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromprovided in this Lease, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (viD) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (E) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date Date, and Tenant has not provided a replacement Letter letter of credit prior to the date that is forty-five (45) days prior to such expiration, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the benefit of creditors, or (H) if (1) any of the Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit that satisfies Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Paragraph 20 Article 4 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 4.1), in the amount of the applicable L-C Amount, within thirty twenty (3020) business days prior following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the expiration contrary) (each of the Letter of Creditforegoing being an “L-C Draw Event”). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 4. and, within ten (10) business days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 4. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 4.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) business day period). Tenant shall be responsible for paying the Bankpayment of any and all costs incurred with the review of any replacement L-C (including without limitation Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant (not to exceed $1,000.00 in the aggregate). In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the attorneys’ fees incurred by Landlord in connection with such determination (not to exceed $1,500.00 in the issuance aggregate) shall be payable by Tenant to Landlord within ten (10) business days of any Letter of Credit, certificate of renewal or extension amendmentbilling.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for within ninety (90) days of the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this LeaseEffective Date, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount set forth in Section 7 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Summary (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Landlord and which L-C shall be issued by either Silicon Valley Bank, a solventsubsidiary of SVB Financial Group; Pacific Western Bank or an affiliate or division thereof or a money-center, solvent and nationally recognized bank with assets (a bank which accepts deposits, maintains accounts, has a local office in excess Salt Lake City, Utah that will negotiate a letter of Forty Billion Dollars credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord ($40,000,000,000) such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “Fl “, and with a long term Fitch Rating which is not less than “A” (or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Moody’s Professional Rating Service or higherService) (collectively, under the supervision “Bank’s Credit Rating Threshold”), and which L-C shall be in the form of Exhibit attached hereto. Tenant shall pay all expenses, points andlor fees incurred by Tenant in obtaining the Superintendent of Banks of the State of California. L-C. The Letter of Credit I-C shall (ai) be “callable” at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC L-C Expiration Date”) that is sixty no less than one hundred twenty (60120) days after the Expiration Date (expiration of the Lease Term, as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty (60) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007International Standby Practices-Rev) or ISP 98, International Chamber of Commerce Publication #600590. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorshipLandlord, or the financial condition of the Bank has changed in any other materially adverse wayits then managing agent, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented from, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event (following the expiration of Default by Tenant; all applicable payment and default cure periods) or (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (viD) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date Date, or (E) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (F) Tenant executes an assignment for the benefit of creditors, or (G) if (1) any of the Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank, and Tenant has not provided failed to provide Landlord with a replacement Letter letter of Credit that satisfies the requirements of this Paragraph 20 credit within thirty (30) days prior following receipt of Landlord’s written request therefor, conforming in all respects to the expiration requirements of this Article 21 (including, but not limited to, the Letter of Credit. The Letter of Credit will be honored by requirements placed on the issuing Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter of Credit. Tenant shall be responsible for paying the Bank’s fees more particularly set forth in connection with the issuance of any Letter of Creditthis 1049651.11/Sf 373398-00076/I 1-13-17/orb/ill 28 Recursion Pharmaceuticals, certificate of renewal or extension amendment.Inc.

Delivery of Letter of Credit. Concurrently with the Tenant's execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default breach or default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”"L-C") in an the amount set forth in Section 8 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Summary (the “Letter of Credit "L-C Amount”"), payable upon presentation to an operating retail branch located in the San Francisco Bay Areaform attached hereto as Exhibit I, running in favor of Landlord and issued by a solventLandlord, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service or higher, under the supervision drawn on one of the Superintendent of Banks of the State of California. The Letter of Credit shall following banks: (ai) be “callable” at sightXxxxx Fargo Bank, irrevocable and unconditionalN.A., (bii) be maintained in effectCitibank, whether through renewal N.A., (pursuant to a so-called “evergreen provision”iii) XX Xxxxxx Chase, (iv) Bank of America, N.A., (v) Xxxxxx Xxxxxxx Bank, N.A., (vi) Deutsche Bank AG or extension, for the period from the Delivery Date, until the date (the “LC Expiration Date”vii) that is sixty (60) days after the Expiration Date (as the same may be extended)Xxxxxxx Sachs Bank USA, and Tenant shall deliver to Landlord a new Letter of Credit, certificate of renewal or extension amendment at least sixty (60) days prior otherwise conforming in all respects to the expiration requirements of the Letter of Credit then held by Landlordthis Article 21, including, without any action whatsoever on the part of Landlordlimitation, (c) be fully transferrable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (f) permit partial draws and multiple presentations and drawings; and (g) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007-Rev) or International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship, or the financial condition of the Bank has changed in any other materially adverse way, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20Section 21.2 below, all as set forth more particularly hereinbelow. If The issuer of the L-C shall be referred to herein as the "Issuing Bank". In addition, Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have may request the right to draw upon include additional banks in the then current Letter foregoing list of Creditapproved Issuing Banks, which additional banks shall be subject to Landlord's approval in its sole discretion. In addition to Beneficiary’s rights to draw upon Tenant hereby agrees that the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary L-C shall have the right to draw down an amount up to the face amount of the Letter of Credit if any of the following shall have occurred or be applicable: expressly provide that (i) an Event presentation of Default the L-C for draw can be made locally, which for purposes of Tenant has occurred; this Article 21 shall mean either in the City of San Francisco, California, or in the City of Los Angeles, California, or (ii) presentation of the L-C for draw can be made by facsimile, in which case the appropriate facsimile number for presentment shall be stated on the L-C. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L-C. In the event of an event has occurred which, with the passage assignment by Tenant of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented from, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) its interest in this Lease (and irrespective of whether Landlord's consent is terminated required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord due from the assignee shall be subject to an Event of Default by Tenant; (iv) Tenant has filed a voluntary petition under the U.S. Bankruptcy Code or any state bankruptcy code (collectivelyLandlord's prior written approval, “Bankruptcy Code”), (v) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (vi) the Bank has notified Landlord that the Letter of Credit will which shall not be renewed or extended through the LC Expiration Date and Tenant has not provided a replacement Letter of Credit that satisfies the requirements of this Paragraph 20 within thirty (30) days prior to the expiration of the Letter of Credit. The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter of Credit. Tenant shall be responsible for paying the Bank’s fees in connection with the issuance of any Letter of Credit, certificate of renewal or extension amendmentunreasonably withheld.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for within seven (7) business days following the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this LeaseEffective Date, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount of Eight Hundred Sixty-One Million Nineteen Thousand Two Six Hundred Ten Sixty-Three and 40/100 74/100 Dollars ($1,019,210.40861,663.74) (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the which L-C shall be issued by a money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay AreaArea office which will negotiate a letter of credit, running in favor of and whose deposits are insured by the FDIC) reasonably acceptable to Landlord and issued by (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Service Poors Corporation of A A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Lessor) and a comparable letter of credit issuer rating from Xxxxx’x Professional Investor Service of A3 or better (or any equivalent rating thereto from any successor rating agency thereto)) (collectively, the “Bank’s Credit Rating Service or higherThreshold”), under and which L-C shall be substantially in the supervision form of Exhibit C, attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Superintendent of Banks of the State of California. L-C. The Letter of Credit L-C shall (ai) be “callable” at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Third Amendment and continuing until the date (the “LC L-C Expiration Date”) that is no less than sixty (60) days after the Expiration Date (expiration of the Lease Term as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty (60) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (20071993-Rev) or ), International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship500, or the financial condition International Standby Practices-ISP 98, International Chamber of the Bank has changed in any other materially adverse wayCommerce Publication #590. Landlord, or its then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day periodmanaging agent, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant the Lease, and has occurred; not been paid within applicable notice and cure periods (ii) an event has occurred whichor, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where if Landlord is prevented fromby law from providing notice, within the period for payment set forth in the Lease), or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code that is not dismissed within thirty (30) days, or (D) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (viE) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date Date, and Tenant has not provided a replacement Letter of Credit L-C that satisfies the requirements of this Paragraph 20 within the Lease at least thirty (30) days prior to such expiration, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the expiration benefit of creditors, or (H) if (1) any of the Letter Bank’s (other than Silicon Valley Bank) Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of Creditthe Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Section 9 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 9.1 above), in the amount of the applicable L-C Amount, within ten (10) business days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in the Lease to the contrary) (each of the foregoing being an “L-C Draw Event”). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes LandlordXxxxxxxx’s right to draw upon the Letter L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Section 9, and, within ten (10) days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Section 9. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 9.1, then, notwithstanding anything in the Lease to the contrary, Landlord shall have the right to declare Tenant in default of the Lease for which there shall be no further notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) business day period). Tenant shall be responsible for paying the payment of any and all Tenant’s and Bank’s costs incurred with the review of any replacement L-C, which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the actual and reasonable attorney’s fees incurred by Landlord in connection with the issuance such determination shall be payable by Tenant to Landlord within thirty (30) days of any Letter of Credit, certificate of renewal or extension amendmentbilling.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant within five (5) business days after Tenant's execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”"L-C") in an the amount set forth in Section 8 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Lease Summary (the “Letter of Credit "L-C Amount”"), payable upon presentation to an operating retail branch located in the which L-C shall be issued by a money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay AreaArea office which will negotiate a letter of credit, running in favor of and whose deposits are insured by the FDIC) reasonably acceptable to Landlord and issued by (such approved, issuing bank being referred to herein as the "Bank"), which Bank must have a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Poors Corporation of A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Lessor) and a letter of credit issuer rating from Mxxxx’x Investor Service of A A3 or a comparable better (or any equivalent rating thereto from Xxxxx’x Professional any successor rating agency thereto)) (collectively, the "Bank’s Credit Rating Service or higherThreshold"), under and which L-C shall be in the supervision form of Exhibit H, attached hereto. Notwithstanding the foregoing, Landlord hereby approves Silicon Valley Bank as the Bank with respect to the issuance of the Superintendent of Banks of initial L-C hereunder. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the State of California. L-C. The Letter of Credit L-C shall (ai) be “"callable” " at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC "L-C Expiration Date”") that is no less than sixty (60) days after the Expiration Date (expiration of the Lease Term as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty thirty (6030) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (20071993-Rev) or ), International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship500, or the financial condition International Standby Practices-ISP 98, International Chamber of the Bank has changed in any other materially adverse wayCommerce Publication #590. Landlord, or its then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day periodmanaging agent, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant this Lease, and has occurred; not been paid within applicable notice and cure periods (ii) an event has occurred whichor, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where if Landlord is prevented fromby law from providing notice, within the period for payment set forth in the Lease), or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code that is not dismissed within thirty (30) days, or (D) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (viE) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date Date, and Tenant has not provided a replacement Letter of Credit L-C that satisfies the requirements of this Paragraph 20 within Lease at least thirty (30) days prior to such expiration, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the expiration benefit of creditors, or (H) if (1) any of the Letter Bank's (other than Silicon Valley Bank) Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank's Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of Creditthe Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the applicable L-C Amount, within ten (10) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an "L-C Draw Event"). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s 's right to draw upon the Letter L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) days following Landlord's notice to Tenant of such receivership or conservatorship (the "L-C FDIC Replacement Notice"), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank's Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for paying the payment of any and all Tenant’s and Bank’s costs incurred with the review of any replacement L-C, which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord's consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord's prior written approval, in Landlord's reasonable discretion, and the actual and reasonable attorney's fees incurred by Landlord in connection with the issuance such determination shall be payable by Tenant to Landlord within ten (10) days of any Letter of Credit, certificate of renewal or extension amendmentbilling.

Delivery of Letter of Credit. Concurrently with Within three (3) Business Days after the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”) in an amount of One Million Nineteen Eight Hundred Eighty Two Thousand Two Six Hundred Ten Thirty Eight and 40/100 80/100 Dollars ($1,019,210.40) 882,638.80), (the “Letter of Credit Amount”), in the form attached hereto as Exhibit G, payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Landlord and issued by a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Mxxxx’x Professional Rating Service or higher, under the supervision of the Superintendent of Banks of the State of California. The Letter of Credit shall (a) be “callable” at sight, irrevocable and unconditional, (b) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from the Delivery Lease Date, until the date (the “LC Expiration Date”) that is sixty ninety (6090) days after the Expiration Date (as the same may be extended)Date, and Tenant shall deliver to Landlord a new Letter of Credit, certificate of renewal or extension amendment at least sixty (60) days prior to the expiration of the Letter of Credit then held by Landlord, without any action whatsoever on the part of Landlord, (c) be fully transferrable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (f) permit partial draws and multiple presentations and drawings; and (g) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007-Rev) or International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable sole discretion, provided that . Landlord hereby approves Silicon Valley Bank as an issuing a Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Creditacceptable to Landlord. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship, or the financial condition of the Bank has changed in any other materially adverse way, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20Article 16. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph Article 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit if any of the following shall have occurred or be applicable: (i) an Event of Default of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented from, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (iv) Tenant has filed a voluntary petition under the U.S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), (v) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (vi) the Bank has notified Landlord that the Letter of Credit will not be renewed or extended through the LC Expiration Date and Tenant has not provided a replacement Letter of Credit that satisfies the requirements of this Paragraph 20 Article 16 within thirty (30) days prior to the expiration of the Letter of Credit. The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter of Credit. Tenant shall be responsible for paying the Bank’s fees in connection with the issuance of any Letter of Credit, certificate of renewal or extension amendment.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant concurrently with Tenant's execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”"L‑C") in an the amount set forth in Section 8 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Lease Summary (the “Letter of Credit "L‑C Amount”"), payable upon presentation to an operating retail branch located in the which L‑C shall be issued by a money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay AreaArea office which will negotiate a letter of credit, running in favor of and whose deposits are insured by the FDIC) reasonably acceptable to Landlord and issued by (such approved, issuing bank being referred to herein as the "Bank"), which Bank must have a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Poors Corporation of A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Landlord) and a letter of credit issuer rating from Mxxxx’x Investor Service of A A3 or a comparable better (or any equivalent rating thereto from Xxxxx’x Professional any successor rating agency thereto)) (collectively, the “Bank’s Credit Rating Service or higherThreshold”), under and which L‑C shall be in the supervision form of Exhibit G, attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Superintendent of Banks of the State of California. L‑C. The Letter of Credit L‑C shall (ai) be “"callable” " at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC "L‑C Expiration Date”") that is no less than sixty (60) days after the Expiration Date (expiration of the Lease Term as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L‑C or certificate of renewal or extension amendment to Landlord at least sixty thirty (6030) days prior to the expiration of the Letter of Credit L‑C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (20071993-Rev) or ), International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship500, or the financial condition International Standby Practices-ISP 98, International Chamber of the Bank has changed in any other materially adverse wayCommerce Publication #590. Landlord, or its then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day periodmanaging agent, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L‑C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant this Lease, and has occurred; not been paid within applicable notice and cure periods (ii) an event has occurred whichor, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where if Landlord is prevented fromby law from providing notice, within the period for payment set forth in the Lease), or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code that is not dismissed within thirty (30) days, or (D) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (viE) the Bank has notified Landlord that the Letter of Credit L‑C will not be renewed or extended through the LC L‑C Expiration Date Date, and Tenant has not provided a replacement Letter of Credit L-C that satisfies the requirements of this Paragraph 20 within Lease at least thirty (30) days prior to such expiration, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the expiration benefit of creditors, or (H) if (1) any of the Letter Bank's (other than Silicon Valley Bank) Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank's Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of Creditthe Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Section 21.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the applicable L‑C Amount, within ten (10) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an "L‑C Draw Event"). The Letter of Credit will L‑C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s 's right to draw upon the Letter L‑C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L‑C shall be deemed to fail to meet the requirements of this Section 21.1, and, within ten (10) days following Landlord's notice to Tenant of such receivership or conservatorship (the "L‑C FDIC Replacement Notice"), Tenant shall replace such L‑C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank's Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Section 21.1. If Tenant fails to replace such L‑C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for paying the payment of any and all Tenant’s and Bank’s costs incurred with the review of any replacement L‑C, which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord's consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord's prior written approval, in Landlord's reasonable discretion, and the actual and reasonable attorney's fees incurred by Landlord in connection with the issuance such determination shall be payable by Tenant to Landlord within ten (10) days of any Letter of Credit, certificate of renewal or extension amendmentbilling.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant concurrently with Tenant's execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”"L‑C") in an the amount set forth in Section 8 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Lease Summary (the “Letter of Credit "L‑C Amount”"), payable upon presentation to an operating retail branch located in the which L‑C shall be issued by a money-center, solvent and nationally recognized bank (a bank that accepts deposits, maintains accounts, has a local San Francisco Bay AreaArea office that will negotiate a letter of credit, running in favor of and whose deposits are insured by the FDIC) reasonably acceptable to Landlord and issued by (such approved, issuing bank being referred to herein as the "Bank"), which Bank must have a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Poors Corporation of A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Landlord) and a letter of credit issuer rating from Mxxxx’x Investor Service of A A3 or better (or any equivalent rating thereto from any successor rating agency thereto)) (collectively, the “Bank’s Credit Rating Threshold”), and which L‑C shall be in a comparable rating from Xxxxx’x Professional Rating Service or higherform reasonably approved by Landlord. Tenant shall pay all expenses, under points and/or fees incurred by Tenant in obtaining the supervision of the Superintendent of Banks of the State of California. L‑C. The Letter of Credit L‑C shall (ai) be “"callable” " at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, Execution Date and continuing until the date (the “LC "L‑C Expiration Date”") that is no less than sixty (60) days after the Expiration Date (expiration of the Lease Term as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L‑C or certificate of renewal or extension amendment to Landlord at least sixty thirty (6030) days prior to the expiration of the Letter of Credit L‑C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (20071993-Rev) or ), International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship500, or the financial condition International Standby Practices-ISP 98, International Chamber of the Bank has changed in any other materially adverse way, then Tenant shall have thirty (30) days to provide Commerce Publication #590. Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L‑C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant this Lease, and has occurred; not been paid within applicable notice and cure periods (ii) an event has occurred whichor, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where if Landlord is prevented fromby law from providing notice, within the period for payment set forth in this Lease, plus applicable cure periods, assuming that notice is deemed delivered on the first business day following the expiration of the period for payment set forth in this Lease), or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code that is not dismissed within thirty (30) days, or (D) this Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (viE) the Bank has notified Landlord that the Letter of Credit L‑C will not be renewed or extended through the LC L‑C Expiration Date Date, and Tenant has not provided a replacement Letter of Credit L-C that satisfies 791223.03/WLA 186772-00003/3-7-19/gjn/gjn -33- [Edgewater Business Park] [Allogene Therapeutics, Inc.] the requirements of this Paragraph 20 within Lease at least thirty (30) days prior to such expiration, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the expiration benefit of creditors, or (H) if (1) any of the Letter Bank's Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank's Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of Creditthe Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Article 21 (including the requirements placed on the issuing Bank more particularly set forth in this Section 21.1), in the amount of the applicable L‑C Amount, within ten (10) business days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an "L‑C Draw Event"). The Letter of Credit will L‑C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s 's right to draw upon the Letter L‑C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L‑C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) business days following Landlord's notice to Tenant of such receivership or conservatorship (the "L‑C FDIC Replacement Notice"), Tenant shall replace such L‑C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank's Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L‑C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) business day period). Tenant shall be responsible for paying the payment of any and all Tenant’s and Bank’s costs incurred with the review of any replacement L‑C, which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in this Lease (and irrespective of whether Landlord's consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord's prior written approval, in Landlord's reasonable discretion, and the actual and reasonable attorney's fees incurred by Landlord in connection with the issuance such determination shall be payable by Tenant to Landlord within thirty (30) days of any Letter of Credit, certificate of renewal or extension amendmentbilling.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant concurrently with Tenant's execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”"L-C") in an the amount set forth in Section 9 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Summary (the “Letter of Credit "L-C Amount”"), payable upon presentation to an operating retail branch located in the which L-C shall be issued by Silicon Valley Bank, or other money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay AreaArea office which will negotiate a letter of credit, running in favor of and whose deposits are insured by the FDIC) reasonably acceptable to Landlord and issued by (such approved, issuing bank being referred to herein as the "Bank"), which Bank must have a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Service Corporation of A A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Lessor) and a comparable letter of credit issuer rating from Xxxxx’x Professional Investor Service of A3 or better (or any equivalent rating thereto from any successor rating agency thereto) (collectively, the “Bank’s Credit Rating Service or higherThreshold”), under and which L C shall be in the supervision form of Exhibit F, attached hereto. Notwithstanding the Superintendent of Banks of foregoing, Landlord hereby approves Silicon Valley Bank as the State of CaliforniaBank. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the L-C. The Letter of Credit L-C shall (ai) be “"callable” " at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC "L C Expiration Date”") that is no less than sixty (60) days after the Expiration Date (expiration of the Lease Term as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L C or certificate of renewal or extension amendment to Landlord at least sixty thirty (6030) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007International Standby Practices-Rev) or ISP 98, International Chamber of 726334.04/WLA183305-00001/10-27-14/ejs/ejs 00 [XXXXXXXXX XXXXXXX GATEWAY][Solazyme, Inc.] Commerce Publication #600590. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorshipLandlord, or the financial condition of the Bank has changed in any other materially adverse wayits then managing agent, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant this Lease, and has occurred; (ii) an event has occurred which, with the passage of time or giving of not been paid within applicable notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromand cure periods, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy CodeCode that is not dismissed within thirty (30) days, or (viD) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date Date, and Tenant has not provided a replacement Letter of Credit L-C that satisfies the requirements of this Paragraph 20 within Lease at least thirty (30) days prior to such expiration, or (E) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (F) Tenant executes an assignment for the expiration benefit of creditors, or (G) if (1) any of the Letter Bank's (other than Silicon Valley Bank) Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank's Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of Creditthe Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the applicable L-C Amount, within ten (10) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an "L-C Draw Event"). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s 's right to draw upon the Letter L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) days following Landlord's notice to Tenant of such receivership or conservatorship (the "L-C FDIC Replacement Notice"), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank's Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for paying the payment of any and all Tenant's and Bank’s fees in connection 's costs incurred with the issuance review of any Letter of Creditreplacement L-C, certificate of renewal which replacement is required pursuant to this Section or extension amendmentis otherwise requested by Tenant.

Delivery of Letter of Credit. Concurrently Tenant shall cause the Bank (as that term is defined below) to deliver to Landlord, concurrently with the Tenant's execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an irrevocable and unconditional negotiable standby letter of credit (the “Letter "L-C") that complies in all respects with the requirements of Credit”) this Article 21 in an the amount set forth in Section 8 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Summary (the “Letter of Credit "L-C Amount”"), payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Landlord and . The L-C shall: (i) be issued by a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars Bank; ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service or higher, under the supervision of the Superintendent of Banks of the State of California. The Letter of Credit shall (aii) be “callable” at sightsubstantially and materially in the form attached hereto as Exhibit J, irrevocable and but the initial L-C shall be in the form of Exhibit J-1 attached hereto; (iii) be irrevocable, unconditional, and payable upon demand; (biv) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC "L-C Expiration Date”") that is sixty no less than one hundred twenty (60120) days after following the Expiration Date (expiration of the Lease Term, as the same may be extended), ; (v) contain a provision that provides that the L-C shall be automatically renewed on an annual basis without amendment of the L-C unless the Bank delivers a written notice of cancellation to Landlord and Tenant shall deliver to Landlord a new Letter of Credit, certificate of renewal or extension amendment at least sixty (60) days prior to the expiration of the Letter of Credit then held by LandlordL-C, without any action whatsoever on the part of Landlord, ; (cvi) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fvii) permit partial draws and multiple presentations and drawings; , and (gviii) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007International Standby Practices-Rev) or ISP 98, International Chamber of Commerce Publication #600590. In addition to the foregoingTenant shall pay all expenses, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holderpoints, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies and/or fees incurred by Tenant in writing that obtaining the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship, or the financial condition of the Bank has changed in any other materially adverse way, then Tenant L-C. The term "Bank" referred to herein shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit if mean any of the following shall have occurred or be applicablebanks: (ia) an Event Xxxxx Fargo Bank, N.A., (b) XX Xxxxxx Chase Bank, N.A., (c) Bank of Default of Tenant has occurredAmerica, N.A. or (d) US Bank, which (I) accepts deposits and maintains accounts; (iiII) an event has occurred whichthat is chartered under the laws of the United States, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromany State thereof, or delayed inthe District of Columbia, giving such notice because of a bankruptcy or other insolvency proceedingand which is insured by the Federal Deposit Insurance Corporation; (iiiIII) this Lease whose long-term, unsecured, and unsubordinated debt obligations are rated no less than "A" by Fitch Ratings Ltd. ("Fitch") and whose short term deposit rating is terminated rated no less than "F1" by Landlord due to an Event of Default by Tenant; Fitch (ivor in the event such applicable Fitch ratings are no longer available, comparable ratings from Standard and Poor's Professional Rating Service or Xxxxx'x Professional Rating Service) Tenant has filed a voluntary petition under the U.S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”the "Bank's Credit Rating Threshold"), (v) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (vi) the Bank has notified Landlord that the Letter of Credit will not be renewed or extended through the LC Expiration Date and Tenant has not provided a replacement Letter of Credit that satisfies the requirements of this Paragraph 20 within thirty (30) days prior to the expiration of the Letter of Credit. The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter of Credit. Tenant shall be responsible for paying the Bank’s fees in connection with the issuance of any Letter of Credit, certificate of renewal or extension amendment.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant concurrently with Tenant's execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”"L‑C") in an the amount set forth in Section 8 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Lease Summary (the “Letter of Credit "L‑C Amount”"), payable upon presentation to an operating retail branch located in the which L‑C shall be issued by a money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay AreaArea office which will negotiate a letter of credit, running in favor of and whose deposits are insured by the FDIC) reasonably acceptable to Landlord and issued by (such approved, issuing bank being referred to herein as the "Bank"), which Bank must have a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Poors Corporation of A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Lessor) and a letter of credit issuer rating from Mxxxx’x Investor Service of A A3 or a comparable better (or any equivalent rating thereto from Xxxxx’x Professional any successor rating agency thereto)) (collectively, the “Bank’s Credit Rating Service Threshold”), and which L‑C shall be substantially in the form of Exhibit F, attached hereto or highersuch other form as is reasonably acceptable to Landlord. Tenant shall pay all expenses, under points and/or fees incurred by Tenant in obtaining the supervision of the Superintendent of Banks of the State of California. L‑C. The Letter of Credit L‑C shall (ai) be “"callable” " at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC "L‑C Expiration Date”") that is sixty no less than ninety-five (6095) days after the Expiration Date (expiration of the Lease Term as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L‑C or certificate of renewal or extension amendment to Landlord at least sixty thirty (6030) days prior to the expiration of the Letter of Credit L‑C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary 792986.06/WLA 186772-00003/2-28-19/gjn/gjn -30- Xxxxxxx Xxxx Development, LLC [285 East Grand Avenue] [Unity Biotechnology, Inc.] Credits (20071993-Rev) or ), International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship500, or the financial condition International Standby Practices-ISP 98, International Chamber of the Bank has changed in any other materially adverse wayCommerce Publication #590. Landlord, or its then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day periodmanaging agent, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L‑C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant this Lease, and has occurred; not been paid within applicable notice and cure periods (ii) an event has occurred whichor, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where if Landlord is prevented fromby Applicable Law from providing notice, within the period for payment set forth in the Lease), or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code that is not dismissed within thirty (30) days, or (D) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (viE) the Bank has notified Landlord that the Letter of Credit L‑C will not be renewed or extended through the LC L‑C Expiration Date Date, and Tenant has not provided a replacement Letter of Credit L-C that satisfies the requirements of this Paragraph 20 within Lease at least thirty (30) days prior to such expiration, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the expiration benefit of creditors, or (H) if any of the Letter Bank's Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank's Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of Creditcredit, conforming in all respects to the requirements of this Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the applicable L‑C Amount, within ten (10) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an "L‑C Draw Event"). The Letter of Credit will L‑C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s 's right to draw upon the Letter L‑C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L‑C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) days following Landlord's written notice to Tenant of such receivership or conservatorship (the "L‑C FDIC Replacement Notice"), Tenant shall replace such L‑C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank's Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L‑C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for paying the payment of any and all Tenant’s and Bank’s costs incurred with the review of any replacement L‑C, which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord's consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord's prior written approval, in Landlord's reasonable discretion, and the actual, reasonable out-of-pocket attorney's fees incurred by Landlord in connection with the issuance such determination shall be payable by Tenant to Landlord within thirty (30) days of any Letter of Credit, certificate of renewal or extension amendmentbilling.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant within ten (10) business days following Tenant’s execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount set forth in Section 8 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Lease Summary (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the which L-C shall be issued by a money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay AreaArea office which will negotiate a letter of credit, running in favor of and whose deposits are insured by the FDIC) reasonably acceptable to Landlord and issued by (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Service Poors Corporation of A A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Lessor) and a comparable letter of credit issuer rating from Xxxxx’x Professional Investor Service of A3 or better (or any equivalent rating thereto from any successor rating agency thereto)) (collectively, the “Bank’s Credit Rating Service Threshold”), and which L-C shall be in the form of Exhibit H, attached hereto, or higheranother form reasonably acceptable to Landlord. Notwithstanding the foregoing, under Landlord hereby approves First Republic Bank as the supervision of Bank. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Superintendent of Banks of the State of California. L-C. The Letter of Credit L-C shall (ai) be “callable” at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC L-C Expiration Date”) that is no less than sixty (60) days after the Expiration Date (expiration of the Lease Term as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty thirty (6030) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (20071993-Rev) or ), International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship500, or the financial condition International Standby Practices-ISP 98, International Chamber of the Bank has changed in any other materially adverse wayCommerce Publication #590. Landlord, or its then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day periodmanaging agent, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant this Lease, and has occurred; not been paid within applicable notice and cure periods (ii) an event has occurred whichor, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where if Landlord is prevented fromby law from providing notice, within the period for payment set forth in the Lease), or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code that is not dismissed within thirty (30) days, or (D) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (viE) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date Date, and Tenant has not provided a replacement Letter of Credit L-C that satisfies the requirements of this Paragraph 20 within Lease at least thirty (30) days prior to such expiration, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the expiration benefit of creditors, or (H) if (1) any of the Letter Bank’s (other than First Republic Bank) Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of Creditthe Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the applicable L-C Amount, within ten (10) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an “L-C Draw Event”). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for paying the payment of any and all Tenant’s and Bank’s costs incurred with the review of any replacement L-C, which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the actual and reasonable attorney’s fees incurred by Landlord in connection with the issuance such determination shall be payable by Tenant to Landlord within ten (10) days of any Letter of Credit, certificate of renewal or extension amendmentbilling.

Delivery of Letter of Credit. Concurrently with the Not later than five (5) business days following Xxxxxx’s execution and delivery of this LeaseLease (the “L-C Delivery Date”), Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default breach or default by Tenant under this Lease, an irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”) in an amount of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) (the “Letter of Credit Amount”), payable upon presentation to an operating retail branch located in the form attached hereto as Exhibit G and containing the terms required herein, payable in the City of San Francisco Bay AreaFrancisco, California, running in favor of Landlord and issued by a solvent, nationally recognized money-center bank with assets in excess of Forty Billion Dollars ($40,000,000,000a bank which accepts deposits, maintains accounts, and whose deposits are insured by the FDIC) and with a long term rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service or higherwhich is acceptable to Landlord, under the supervision of the Superintendent of Banks of the State of California, or a national banking association, in the amount set forth in Section 8 of the Summary (the “Letter of Credit Amount”). Landlord hereby approves Comerica Bank as the bank (the “Bank”) issuing the Letter of Credit. The Letter of Credit shall (ai) be “callable” at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from the Delivery Date, Lease Commencement Date and continuing until the date (the “LC Expiration Date”) that is sixty one hundred twenty (60120) days after the Expiration Date (as expiration of the same may be extended)Lease Term, and Tenant shall deliver to Landlord a new Letter of Credit, Credit or certificate of renewal or extension amendment to Landlord at least sixty (60) days prior to the expiration of the Letter of Credit then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by LandlordXxxxxxxx, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (20071993-Rev) or ), International Chamber of Commerce Publication #600500, or the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security HolderLandlord, in their respective reasonable Landlord’s sole discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorshipLandlord, or the financial condition of the Bank has changed in any other materially adverse wayits then managing agent, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromthis Lease, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an 607152.05/WLA [Nighthawk Radiology Services, LLC] E2621-081/1-8-07/kt/kt -39- [AMLGMN] involuntary petition has been filed against Tenant under the Bankruptcy Code, or (viD) the Bank has notified Landlord that the Letter of Credit will not be renewed or extended through the LC Expiration Date and Tenant has not provided a replacement Letter of Credit that satisfies the requirements of this Paragraph 20 within thirty (30) days prior to the expiration of the Letter of CreditDate. The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes LandlordXxxxxxxx’s right to draw upon the Letter of Credit. Tenant shall be responsible for paying the Bank’s fees in connection with the issuance of any Letter of Credit, certificate of renewal or extension amendment.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default breach or default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount set forth in Section 8 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Summary (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the San Francisco Bay Areaform attached hereto as Exhibit F-1, payable in the City, running in favor of Landlord and issued by a solventLandlord, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service or higher, under the supervision drawn on one of the Superintendent of Banks of the State of California. The Letter of Credit shall following banks: (ai) be “callable” at sightXxxxx Fargo Bank, irrevocable and unconditionalN.A., (bii) be maintained XX Xxxxxx Chase, or (iii) Bank of America, or any other bank approved by Landlord in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from the Delivery Date, until the date (the “LC Expiration Date”) that is sixty (60) days after the Expiration Date (as the same may be extended)its sole discretion, and Tenant shall deliver to Landlord a new Letter of Credit, certificate of renewal or extension amendment at least sixty (60) days prior otherwise conforming in all respects to the expiration requirements of the Letter of Credit then held by Landlordthis Article 21, including, without any action whatsoever on the part of Landlordlimitation, (c) be fully transferrable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (f) permit partial draws and multiple presentations and drawings; and (g) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007-Rev) or International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship, or the financial condition of the Bank has changed in any other materially adverse way, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of Section 21.2 below, all as set forth more particularly hereinbelow. Notwithstanding the foregoing, concurrently with Tenant’s execution of this Paragraph 20. If Lease, Tenant does not so shall provide Landlord with a substitute Letter of Credit within such thirty four (304) day period, then Beneficiary shall have L-C (the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described “Initial L-Cs”) in this Paragraph 20, Beneficiary shall have the right to draw down an aggregate total amount up equal to the face amount L-C Amount from the following issuers: (A) Credit Suisse, (B) XX Xxxxxx Xxxxx, (C) Bank of Montreal, and (D) Xxxxxx Xxxxxxx Bank, N.A.; provided, however, and subject to Section 21.8.2 herein, no later than ninety (90) days following Tenant’s initial public offering, Tenant shall replace the Initial L-Cs with one (1) L-C in the total L-C Amount from one of the Letter of Credit if any of the following shall have occurred or be applicable: Banks identified in items (i) an Event of Default of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented from, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; through (iii) above, or another Bank approved by Landlord in its sole discretion. So long as the foregoing Initial L-Cs are in place, each reference in this Lease is terminated by Landlord due to an Event of Default by Tenant; (iv) Tenant has filed a voluntary petition under the U.S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), (v) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (vi) the Bank has notified Landlord that the Letter of Credit will not be renewed or extended through the LC Expiration Date and Tenant has not provided a replacement Letter of Credit that satisfies the requirements of this Paragraph 20 within thirty (30) days prior to the expiration “L-C” and to the “Bank” shall refer to each of the Letter Initial L-Cs and each of Creditthe foregoing Banks identified in items (A) through (D) above. The Letter issuer of Credit will the L-C shall be honored by referred to herein as the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter of Credit“Bank”. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L-C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be responsible for paying subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the Bankattorney’s fees incurred by Landlord in connection with the issuance such determination shall be payable by Tenant to Landlord within ten (10) days of any Letter of Credit, certificate of renewal or extension amendmentbilling.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant within five (5) business days after Xxxxxx’s execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount set forth in Section 8 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Lease Summary (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the which L-C shall be issued by a money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay AreaArea office which will negotiate a letter of credit, running in favor of and whose deposits are insured by the FDIC) reasonably acceptable to Landlord and issued by (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Service Poors Corporation of A A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Lessor) and a comparable letter of credit issuer rating from Xxxxx’x Professional Investor Service of A3 or better (or any equivalent rating thereto from any successor rating agency thereto)) (collectively, the “Bank’s Credit Rating Service or higherThreshold”), under and which L-C shall be in the supervision form of Exhibit H, attached hereto. Landlord hereby approves Silicon Valley Bank as the Bank for the provision of the Superintendent of Banks of initial L-C hereunder. Tenant shall pay all expenses, points and/or fees incurred by Xxxxxx in obtaining the State of California. L-C. The Letter of Credit L-C shall (ai) be “callable” at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC L-C Expiration Date”) that is no less than sixty (60) days after the Expiration Date (expiration of the Lease Term as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty thirty (6030) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by LandlordXxxxxxxx, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (20071993-Rev) or ), International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship500, or the financial condition International Standby Practices-ISP 98, International Chamber of the Bank has changed in any other materially adverse wayCommerce Publication #590. Landlord, or its then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day periodmanaging agent, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant this Lease, and has occurred; not been paid within applicable notice and cure periods (ii) an event has occurred whichor, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where if Landlord is prevented fromby law from providing notice, within the period for payment set forth in the Lease), or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code that is not dismissed within thirty (30) days, or (D) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (viE) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date Date, and Tenant has not provided a replacement Letter of Credit L-C that satisfies the requirements of this Paragraph 20 within Lease at least thirty (30) days prior to such expiration, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the expiration benefit of creditors, or (H) if (1) any of the Letter Bank’s (other than Silicon Valley Bank) Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of Creditthe Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the applicable L-C Amount, within ten (10) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an “L-C Draw Event”). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes LandlordXxxxxxxx’s right to draw upon the Letter L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for paying the payment of any and all Tenant’s and Bank’s costs incurred with the review of any replacement L-C, which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the actual and reasonable attorney’s fees incurred by Landlord in connection with the issuance such determination shall be payable by Tenant to Landlord within ten (10) days of any Letter of Credit, certificate of renewal or extension amendmentbilling.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant within fifteen (15) business days after Xxxxxx's execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”"L-C") in an the amount set forth in Section 8 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Lease Summary (the “Letter of Credit "L-C Amount”"), payable upon presentation to an operating retail branch located in the which L-C shall be issued by a money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay AreaArea office which will negotiate a letter of credit, running in favor of and whose deposits are insured by the FDIC) reasonably acceptable to Landlord and issued by (such approved, issuing bank being referred to herein as the "Bank"), which Bank must have a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Service Poors Corporation of A A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Lessor) and a comparable letter of credit issuer rating from Xxxxx’x Professional Investor Service of A3 or better (or any equivalent rating thereto from any successor rating agency thereto)) (collectively, the "Bank’s Credit Rating Service or higherThreshold"), under and which L-C shall be in the supervision form of Exhibit G, attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Xxxxxx in obtaining the Superintendent of Banks of the State of California. L-C. The Letter of Credit L-C shall (ai) be “"callable” " at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC "L-C Expiration Date”") that is no less than sixty (60) days after the Expiration Date (expiration of the Lease Term as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty thirty (6030) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by LandlordXxxxxxxx, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (20071993-Rev) or ), International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship500, or the financial condition International Standby Practices-ISP 98, International Chamber of the Bank has changed in any other materially adverse wayCommerce Publication #590. Landlord, or its then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day periodmanaging agent, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant this Lease, and has occurred; not been paid within applicable notice and cure periods (ii) an event has occurred whichor, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where if Landlord is prevented fromby law from providing notice, within the period for payment set forth in the Lease), or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code that is not dismissed within ninety (90) days, or (D) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (viE) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date Date, and Tenant has not provided a replacement Letter of Credit L-C that satisfies the requirements of this Paragraph 20 within Lease at least thirty (30) days prior to such expiration, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the expiration benefit of creditors, or (H) if (1) any of the Letter Bank's Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank's Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of Creditthe Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the applicable L-C Amount, within ten (10) days following Xxxxxxxx’s written demand therefor (each of the foregoing being an "L-C Draw Event"). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s Xxxxxxxx's right to draw upon the Letter L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) days following Landlord's notice to Tenant of such receivership or conservatorship (the "L-C FDIC Replacement Notice"), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank's Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. Tenant shall be responsible for paying the payment of any and all Tenant’s and Bank’s costs incurred with the review of any replacement L-C, which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord's consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord's prior written approval, such approval not to be unreasonably withheld, conditioned or delayed, and the actual and reasonable attorney's fees incurred by Landlord in connection with the issuance such determination shall be payable by Tenant to Landlord within thirty (30) days of any Letter of Creditbilling. 4864-7268-1728.5183307.00004/2-27-24/ejs/ejs -33- [Nexus on Grand][Myriad Genetics, certificate of renewal or extension amendment.Inc.]

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant concurrently with Txxxxx's execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”"L-C") in an the amount set forth in Section 8 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Lease Summary (the “Letter of Credit "L-C Amount”"), payable upon presentation to an operating retail branch located in the which L-C shall be issued by a money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay AreaArea office which will negotiate a letter of credit, running in favor of and whose deposits are insured by the FDIC) reasonably acceptable to Landlord and issued by (such approved, issuing bank being referred to herein as the "Bank"), which Bank must have a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Poors Corporation of A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Lessor) and a letter of credit issuer rating from Mxxxx’x Investor Service of A A3 or a comparable better (or any equivalent rating thereto from Xxxxx’x Professional any successor rating agency thereto)) (collectively, the “Bank’s Credit Rating Service or higherThreshold”), under and which L-C shall be in the supervision form of Exhibit H, attached hereto. Notwithstanding the Superintendent of Banks of foregoing, Landlord hereby approves Silicon Valley Bank as the State of CaliforniaBank. Tenant shall pay all expenses, points and/or fees incurred by Txxxxx in obtaining the L-C. The Letter of Credit L-C shall (ai) be “"callable” " at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC "L-C Expiration Date”") that is no less than sixty (60) days after the Expiration Date (expiration of the Lease Term as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty thirty (6030) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by LandlordLxxxxxxx, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (20071993-Rev) or ), International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship500, or the financial condition International Standby Practices-ISP 98, International Chamber of the Bank has changed in any other materially adverse wayCommerce Publication #590. Landlord, or its then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day periodmanaging agent, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant this Lease, and has occurred; not been paid within applicable notice and cure periods (ii) an event has occurred whichor, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where if Landlord is prevented fromby law from providing notice, within the period for payment set forth in the Lease), or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code that is not dismissed within thirty (30) days, or (D) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (viE) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date Date, and Tenant has not provided a replacement Letter of Credit L-C that satisfies the requirements of this Paragraph 20 within Lease at least thirty (30) days prior to such expiration, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the expiration benefit of creditors, or (H) if (1) any of the Letter Bank's (other than Silicon Valley Bank) Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank's Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of Creditthe Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the applicable L-C Amount, within ten (10) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an "L-C Draw Event"). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s Lxxxxxxx's right to draw upon the Letter L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) days following Landlord's notice to Tenant of such receivership or conservatorship (the "L-C FDIC Replacement Notice"), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank's Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for paying the payment of any and all Tenant’s and Bank’s costs incurred with the review of any replacement L-C, which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord's consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord's prior written approval, in Landlord's reasonable discretion, and the actual and reasonable attorney's fees incurred by Landlord in connection with the issuance such determination shall be payable by Tenant to Landlord within ten (10) days of any Letter of Credit, certificate of renewal or extension amendmentbilling.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant concurrently with Tenant’s execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount set forth in Section 8 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Lease Summary (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the which L-C shall be issued by a money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay AreaArea office which will negotiate a letter of credit, running in favor of and whose deposits are insured by the FDIC) reasonably acceptable to Landlord and issued by (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Service Poors Corporation of A A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Landlord) and a comparable letter of credit issuer rating from Xxxxx’x Professional Investor Service of A3 or better (or any equivalent rating thereto from any successor rating agency thereto)) (collectively, the “Bank’s Credit Rating Service or higherThreshold”), under and which L-C shall be substantially in the supervision form of Exhibit F, attached hereto. Landlord hereby approves Silicon Valley Bank as the Superintendent of Banks of Bank for the State of CaliforniaL-C to be initially delivered by Tenant. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the L-C. The Letter of Credit L-C shall (ai) be “callable” at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC L-C Expiration Date”) that is no less than sixty (60) days after the Expiration Date (expiration of the Lease Term as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty thirty (6030) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (20071993-Rev) or ), International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship500, or the financial condition International Standby Practices-ISP 98, International Chamber of the Bank has changed in any other materially adverse way, then Tenant shall have thirty (30) days to provide Commerce Publication #590. Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant this Lease, and has occurred; not been paid within applicable notice and cure periods (ii) an event has occurred whichor, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where if Landlord is prevented fromby law from providing notice, within the period for payment set forth in the Lease), or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code that is not dismissed within thirty (30) days, or (D) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (viE) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date Date, and Tenant has not provided a replacement Letter of Credit L-C that satisfies the requirements of this Paragraph 20 within Lease at least thirty (30) days prior to such expiration, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the expiration benefit of creditors, or (H) if (1) any of the Letter Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of Creditthe Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the applicable L-C Amount, within ten (10) business days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an “L-C Draw Event”). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) business days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) business day period). Tenant shall be responsible for paying the payment of any and all Tenant’s and Bank’s costs incurred with the review of any replacement L-C, which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in this Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the actual and reasonable attorney’s fees incurred by Landlord in connection with the issuance such determination shall be payable by Tenant to Landlord within thirty (30) days of any Letter of Credit, certificate of renewal or extension amendmentbilling.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant concurrently with Xxxxxx’s execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) set forth in Section 20.3 below (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Landlord and which L-C shall be issued by Silicon Valley Bank or other bank reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long long-term rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service or higherof “A3” (the “Bank’s Credit Rating Threshold”), under and which L-C shall be in the supervision form of Exhibit F, attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Xxxxxx in obtaining the Superintendent of Banks of the State of California. L-C. The Letter of Credit L-C shall (ai) be “callable” at sight, irrevocable and unconditionalunconditional (other than as set forth in the L-C), (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC L-C Expiration Date”) that is sixty no less than forty-five (6045) days after the Expiration Date (expiration of the Lease Term as the same may be extendedextended (provided that the Bank shall have the right, annually, not to renew by providing the notice to Landlord described herein), and and, if the L-C shall expire (without auto-renewal) prior to L-C Expiration Date, Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty fifteen (6015) days prior to such expiration prior to the expiration L-C Expiration Date of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by LandlordXxxxxxxx, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007International Standby Practices-Rev) or ISP 98, International Chamber of Commerce Publication #600590. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorshipLandlord, or the financial condition of the Bank has changed in any other materially adverse wayits then managing agent, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant has occurred; this Lease, beyond any L-C Cure Period (ii) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromas defined below), or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code (and the same has not been vacated within sixty (60) days thereafter), or (D) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (viE) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date and Tenant has not provided a replacement Letter L-C within the applicable time period above, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the benefit of creditors, or (H) if (1) any of the Bank’s Xxxxx’x ratings (or other comparable ratings to the extent the Xxxxx’x ratings are no longer available) have been reduced below the Bank’s Credit that satisfies Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank (each a “Bank Credit Threat”), and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Paragraph Article 20 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 20.1 above), in the amount of the applicable L-C Amount or, if applicable, provide Landlord with the Interim Cash Deposit (as provided in Section 20.8.1. below), all within thirty ten (3010) days prior following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the expiration contrary) (each of the Letter of Creditforegoing being an “L-C Draw Event”). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes LandlordXxxxxxxx’s right to draw upon the Letter L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 20. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Article 20, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for paying the Bank’s fees in connection payment of any and all costs incurred with the issuance review of any Letter replacement L-C (including without limitation Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of Credit, certificate an assignment by Tenant of renewal or extension amendment.its interest in this Lease (and irrespective of whether Xxxxxxxx’s consent is required for such

Delivery of Letter of Credit. Concurrently with the Tenant shall deliver to Landlord within seven (7) days after Tenant's execution and delivery of this Lease, Tenant shall deliver to Landlordan unconditional, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Leaseclean, an irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”"L‑C‑") in an the amount of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) set forth in Section 21.3 below (the “Letter of Credit Amount”"L‑C Amount‑"), payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Landlord and which L‑C shall be issued by a solventmoney-center, solvent and nationally recognized bank with assets in excess (a bank which accepts deposits, maintains accounts, has a California office which will negotiate a letter of Forty Billion Dollars credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord ($40,000,000,000) such approved, issuing bank being referred to herein as the "Bank"), which Bank must have a short term Fitch Rating which is not less than "F1", and with a long term Fitch Rating which is not less than "A" (or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service or higherService) (collectively, under the supervision “Bank’s Credit Rating Threshold”), and which L‑C shall be in the form of Exhibit G, attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Superintendent of Banks of the State of California. L‑C. The Letter of Credit L‑C shall (ai) be “"callable” " at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC "L‑C Expiration Date”") that is sixty no less than one hundred twenty (60120) days after the Expiration Date (expiration of the Lease Term, as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L‑C or certificate of renewal or extension amendment to Landlord at least sixty (60) days prior to the expiration of the Letter of Credit L‑C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007International Standby Practices-Rev) or ISP 98, International Chamber of Commerce Publication #600590. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorshipLandlord, or the financial condition of the Bank has changed in any other materially adverse wayits then managing agent, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L‑C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromthis Lease, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (viD) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (E) the Bank has notified Landlord that the Letter of Credit L‑C will not be renewed or extended through the LC L‑C Expiration Date Date, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the benefit of creditors, or (H) if (1) any of the Bank's Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank's Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank, and Tenant has not provided failed to provide Landlord with a replacement Letter letter of Credit that satisfies credit, conforming in all respects to the requirements of this Paragraph 20 Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the applicable L‑C Amount, within thirty ten (3010) business days prior following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the expiration contrary) (each of the Letter of Creditforegoing being an "L‑C Draw Event"). The Letter of Credit will L‑C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s 's right to draw upon the Letter L‑C, and regardless of Creditany discrepancies between the L-C and this Lease. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of the date such receivership or conservatorship occurs, said L‑C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) business days following Landlord's notice to Tenant of such receivership or conservatorship (the "L‑C FDIC Replacement Notice"), Tenant shall replace such L‑C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank's Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L‑C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) business day period). Tenant shall be responsible for paying the Bankpayment of any and all costs incurred with the review of any replacement L‑C (including without limitation Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord's consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord's prior written approval, in Landlord's sole and absolute discretion, and the attorney's fees incurred by Landlord in connection with the issuance such determination shall be payable by Tenant to Landlord within ten (10) days of any Letter of Credit, certificate of renewal or extension amendmentbilling.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant concurrently with Tenant's execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”"L‑C") in an the amount set forth in Section 8 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Lease Summary (the “Letter of Credit "L‑C Amount”"), payable upon presentation to an operating retail branch located in the which L‑C shall be issued by a money-center, solvent and nationally recognized bank (a bank that accepts deposits, maintains accounts, has a local San Francisco Bay AreaArea office that will negotiate a letter of credit, running in favor of and whose deposits are insured by the FDIC) reasonably acceptable to Landlord and issued by (such approved, issuing bank being referred to herein as the "Bank"), which Bank must have a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Service Poors Corporation of A A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Landlord) and a comparable letter of credit issuer rating from Xxxxx’x Professional Investor Service of A3 or better (or any equivalent rating thereto from any successor rating agency thereto)) (collectively, the “Bank’s Credit Rating Service or higherThreshold”), under and which L‑C shall be in the supervision form of Exhibit H, attached hereto. Landlord hereby approves Xxxxx Fargo Bank as the Superintendent of Banks of Bank. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the State of California. L‑C. The Letter of Credit L‑C shall (ai) be “"callable” " at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, Execution Date and continuing until the date (the “LC "L‑C Expiration Date”") that is no less than sixty (60) days after the Expiration Date (expiration of the Lease Term as the same may be ./ -/// -00- [Xxx Xxxx at Oyster Point] [Five Prime Therapeutics, Inc.] extended), and Tenant shall deliver to Landlord a new Letter of Credit, L‑C or certificate of renewal or extension amendment to Landlord at least sixty thirty (6030) days prior to the expiration of the Letter of Credit L‑C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (20071993-Rev) or ), International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship500, or the financial condition International Standby Practices-ISP 98, International Chamber of the Bank has changed in any other materially adverse way, then Tenant shall have thirty (30) days to provide Commerce Publication #590. Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L‑C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant this Lease, and has occurred; not been paid within applicable notice and cure periods (ii) an event has occurred whichor, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where if Landlord is prevented fromby law from providing notice, within the period for payment set forth in this Lease, plus applicable cure periods, assuming that notice is deemed delivered on the first business day following the expiration of the period for payment set forth in this Lease), or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code that is not dismissed within thirty (30) days, or (D) this Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (viE) the Bank has notified Landlord that the Letter of Credit L‑C will not be renewed or extended through the LC L‑C Expiration Date Date, and Tenant has not provided a replacement Letter of Credit L-C that satisfies the requirements of this Paragraph 20 within Lease at least thirty (30) days prior to such expiration, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the expiration benefit of creditors, or (H) if (1) any of the Letter Bank's (other than Xxxxx Fargo Bank) Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank's Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of Creditthe Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Article 21 (including the requirements placed on the issuing Bank more particularly set forth in this Section 21.1), in the amount of the applicable L‑C Amount, within ten (10) business days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an "L‑C Draw Event"). The Letter of Credit will L‑C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s 's right to draw upon the Letter L‑C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L‑C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) business days following Landlord's notice to Tenant of such receivership or conservatorship (the "L‑C FDIC Replacement Notice"), Tenant shall replace such L‑C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank's Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L‑C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) business day period). Tenant shall be responsible for paying the payment of any and all Tenant’s and Bank’s costs incurred with the review of any replacement L‑C, which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in this Lease (and irrespective of whether Landlord's consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord's prior written approval, in Landlord's reasonable discretion, and the actual and reasonable attorney's fees incurred by Landlord in connection with the issuance such determination shall be payable by Tenant to Landlord within thirty (30) days of any Letter of Credit, certificate of renewal or extension amendmentbilling.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant concurrently with Tenant’s execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of CreditL-C”) in an the amount set forth in Section 8 of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) the Lease Summary (the “Letter of Credit L-C Amount”), payable upon presentation to an operating retail branch located in the which L-C shall be issued by a money-center, solvent and nationally recognized bank (a bank that accepts deposits, maintains accounts, has a local San Francisco Bay AreaArea office that will negotiate a letter of credit, running in favor of and whose deposits are insured by the FDIC) reasonably acceptable to Landlord and issued by (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s Professional Rating Service Poors Corporation of A A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Landlord) and a comparable letter of credit issuer rating from Xxxxx’x Professional Investor Service of A3 or better (or any equivalent rating thereto from any successor rating agency thereto)) (collectively, the “Bank’s Credit Rating Service or higherThreshold”), under and which L-C shall be in a form reasonably approved by Landlord. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the supervision of the Superintendent of Banks of the State of California. L-C. The Letter of Credit L-C shall (ai) be “callable” at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, Execution Date and continuing until the date (the “LC L-C Expiration Date”) that is no less than sixty (60) days after the Expiration Date (expiration of the Lease Term as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L-C or certificate of renewal or extension amendment to Landlord at least sixty thirty (6030) days prior to the expiration of the Letter of Credit L-C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (20071993-Rev) or ), International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship500, or the financial condition International Standby Practices-ISP 98, International Chamber of the Bank has changed in any other materially adverse way, then Tenant shall have thirty (30) days to provide Commerce Publication #590. Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L-C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant this Lease, and has occurred; not been paid within applicable notice and cure periods (ii) an event has occurred whichor, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where if Landlord is prevented fromby law from providing notice, within the period for payment set forth in this Lease, plus applicable cure periods, assuming that notice is deemed delivered on the first business day following the expiration of the period for payment set forth in this Lease), or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code that is not dismissed within thirty (30) days, or (D) this Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (viE) the Bank has notified Landlord that the Letter of Credit L-C will not be renewed or extended through the LC L-C Expiration Date Date, and Tenant has not provided a replacement Letter of Credit L-C that satisfies the requirements of this Paragraph 20 within Lease at least thirty (30) days prior to such expiration, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the expiration benefit of creditors, or (H) if (1) any of the Letter Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of Creditthe Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Article 21 (including the requirements placed on the issuing Bank more particularly set forth in this Section 21.1), in the amount of the -35- Britannia Pointe Grand Limited Partnership [Britannia Pointe Grand Business Park] [Allogene Therapeutics, Inc.] applicable L-C Amount, within ten (10) business days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an “L-C Draw Event”). The Letter of Credit will L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) business days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) business day period). Tenant shall be responsible for paying the payment of any and all Tenant’s and Bank’s costs incurred with the review of any replacement L-C, which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in this Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the actual and reasonable attorney’s fees incurred by Landlord in connection with the issuance such determination shall be payable by Tenant to Landlord within thirty (30) days of any Letter of Credit, certificate of renewal or extension amendmentbilling.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant concurrently with Tenant's execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”"L‑C‑") in an the amount of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) set forth in Section 21.3 below (the “Letter of Credit Amount”"L‑C Amount‑"), payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Landlord and which L‑C shall be issued by a solventmoney-center, solvent and nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000a bank which accepts deposits, maintains accounts, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the "Bank"), which Bank must have a short term Fitch Rating which is not less than "F1", and with a long term Fitch Rating which is not less than "A" (or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service Service) (collectively, the “Bank’s Credit Rating Threshold”), and which L‑C shall be in the form of Exhibit F, attached hereto. In no event may an L-C be provided by JPMorgan Chase Bank, Bank One, or higherany affiliate of either. Tenant shall pay all expenses, under points and/or fees incurred by Tenant in obtaining the supervision of the Superintendent of Banks of the State of California. L‑C. The Letter of Credit L‑C shall (ai) be “"callable” " at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC "L‑C Expiration Date”Date‑") that is sixty no less than ninety (6090) days after the Expiration Date (expiration of the Lease Term. as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, L‑C or certificate of renewal or extension amendment to Landlord at least sixty thirty (6030) days prior to the expiration of the Letter of Credit L‑C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007International Standby Practices-Rev) or ISP 98, International Chamber of Commerce Publication #600590. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorshipLandlord, or the financial condition of the Bank has changed in any other materially adverse wayits then managing agent, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L‑C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromthis Lease, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (viD) the Bank has notified Landlord that the Letter of Credit L‑C will not be renewed or extended through the LC L‑C Expiration Date Date, or (E) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (F) Tenant executes an assignment for the benefit of creditors, or (G) if (1) any of the Bank's Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank's Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank, and Tenant has not provided failed to provide Landlord with a replacement Letter letter of Credit that satisfies credit, conforming in all respects to the requirements of this Paragraph 20 Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the applicable L‑C Amount, within thirty ten (3010) business days prior following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the expiration contrary) (each of the Letter of Creditforegoing being an "L‑C Draw Event‑"). The Letter of Credit will L‑C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s 's right to draw upon the Letter L‑C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L‑C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) business days following Landlord's notice to Tenant of such receivership or conservatorship (the "L‑C FDIC Replacement Notice‑"), Tenant shall replace such L‑C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank's Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L‑C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, and provided that Landlord is not then holding the cash proceeds of the L-C from a prior draw thereof, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) business day period). Tenant shall be responsible for paying the Bank’s fees in connection payment of any and all costs incurred with the issuance review of any Letter replacement L‑C (including without limitation Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant, with such costs (including, without limitation, Landlord's reasonable attorneys' fees) not to exceed $5,000.00 in any one instance. Landlord shall only draw upon the L-C following a L-C Draw Event and only to the extent Landlord deems necessary, in Landlord's good faith determination, in light of Creditthe circumstances that gave rise to the L-C Draw Event. In the event that Landlord draws upon the L-C under item (D), certificate above (i.e., solely due to Tenant's failure to timely renew or extend the L-C) the (1) such failure to renew or extend the L-C shall not constitute a default under this Lease, and (2) Tenant shall at any time thereafter be entitled to provide Landlord with a replacement L-C that satisfies the requirements hereunder, at which time Landlord shall return the cash proceeds of renewal the original L-C drawn by Landlord. In the event of any improper draw of the L-C by Landlord, or extension amendmentmisapplication of the proceeds of any draw, Tenant shall have the right to obtain a refund of the amount of the amount improperly drawn or of the misapplied proceeds, provided that at the time of such refund, Tenant restores the L‑C to the amount (if any) then required under the applicable provisions of this Lease. In the event Tenant shall be entitled to a refund as aforesaid and Landlord shall fail to make such payment within ten (10) business days after demand, Tenant shall have the right to deduct the amount thereof from the next installment(s) of Base Rent due under this Lease.

Delivery of Letter of Credit. Concurrently with Within 10 days following the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an irrevocable and unconditional negotiable standby letter of credit (the “"Letter of Credit”") in an amount of One Million Nineteen Eight Hundred Twelve Thousand Two Nine Hundred Ten Nine and 40/100 60/100 Dollars ($1,019,210.401,812,909.60) (the “"Letter of Credit Amount”"), payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Landlord and issued by a solvent, nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000) and with a long term rating from Standard and Poor’s 's Professional Rating Service of A or a comparable rating from Xxxxx’x Xxxxx'x Professional Rating Service or higher, under the supervision of the Superintendent of Banks of the State of California. The Letter of Credit shall (a) be “"callable” " at sight, irrevocable and unconditional, (b) be maintained in effect, whether through renewal (pursuant to a so-called “"evergreen provision”") or extension, for the period from the Delivery Date, until the date (the “"LC Expiration Date”") that is sixty (60) days after the Expiration Date (as the same may be extended), and Tenant shall deliver to Landlord a new Letter of Credit, certificate of renewal or extension amendment at least sixty (60) days prior to the expiration of the Letter of Credit then held by Landlord, without any action whatsoever on the part of Landlord, (c) be fully transferrable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “"Beneficiary”"); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (f) permit partial draws and multiple presentations and drawings; and (g) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007-Rev) or International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “"Bank”") shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship, or the financial condition of the Bank has changed in any other materially adverse way, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s 's rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit if any of the following shall have occurred or be applicable: (i) an Event of Default of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented from, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (iv) Tenant has filed a voluntary petition under the U.S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), (v) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (vi) the Bank has notified Landlord that the Letter of Credit will not be renewed or extended through the LC Expiration Date and Tenant has not provided a replacement Letter of Credit that satisfies the requirements of this Paragraph 20 within thirty (30) days prior to the expiration of the Letter of Credit. The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord’s 's right to draw upon the Letter of Credit. Tenant shall be responsible for paying the Bank’s 's fees in connection with the issuance of any Letter of Credit, certificate of renewal or extension amendment.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant concurrently with Tenant's execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”"L‑C") in an the amount of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) set forth in Section 21.3 below (the “Letter of Credit "L‑C Amount”"), payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Landlord and which L‑C shall be issued by a solventmoney-center, solvent and nationally recognized bank with assets in excess (a bank which accepts deposits, maintains accounts, has a local San Diego or Los Angeles, California office which will negotiate a letter of Forty Billion Dollars credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord ($40,000,000,000) such approved, issuing bank being referred to herein as the "Bank"), which Bank must have a short term Fitch Rating which is not less than "F1", and with a long term Fitch Rating which is not less than "A"(or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x 's Professional Rating Service or higherXxxxx'x Professional Rating Service) (collectively, under the supervision "Bank's Credit Rating Threshold"), and which L‑C shall be in the form of Exhibit G, attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Superintendent of Banks of the State of California. L‑C. The Letter of Credit L‑C shall (ai) be “"callable” " at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from commencing on the Delivery Date, date of this Lease and continuing until the date (the “LC "L‑C Expiration Date”") that is sixty no less than one hundred twenty (60120) days after the Expiration Date (as expiration of the same may be extended)Lease Term, and Tenant shall deliver to Landlord a new Letter of Credit, L‑C or certificate of renewal or extension amendment to Landlord at least sixty (60) days prior to the expiration of the Letter of Credit L‑C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007International Standby Practices-Rev) or ISP 98, International Chamber of Commerce Publication #600590. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorshipLandlord, or the financial condition of the Bank has changed in any other materially adverse wayits then managing agent, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20./ -/// -44- XXXXXX REALTY, Beneficiary shall have the L.P. [ACADIA Pharmaceuticals Inc.] right to draw down an amount up to the face amount of the Letter of Credit L‑C if any of the following shall have occurred or be applicable: (iA) an Event such amount is due to Landlord under the terms and conditions of Default this Lease (following the expiration of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of any applicable notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromand cure periods), or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (viD) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (E) the Bank has notified Landlord that the Letter of Credit L‑C will not be renewed or extended through the LC L‑C Expiration Date Date, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the benefit of creditors, or (H) if (1) any of the Bank's Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank's Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank, and in connection with this sub-item (H) or sub-item (E), above, Tenant has not provided subsequently failed to provide Landlord with a replacement Letter letter of Credit that satisfies credit, conforming in all respects to the requirements of this Paragraph 20 Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the applicable L‑C Amount, within thirty ten (3010) business days following Landlord's written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary); provided, however, if prior to the expiration of such ten (10) business day period, Tenant is actively attempting to secure such replacement letter of credit and Tenant delivers a good faith deposit in the Letter amount of Creditone (1) month of the then applicable Base Rent (the "Tolling Deposit"), then such ten (10) business day period shall be extend for up to an additional ten (10) business days (for a total period of up to twenty (20) business days), but in no event beyond the date which is ten (10) business days immediately preceding the expiration date of the existing L-C (each of the foregoing items (A) through (H) being an "L‑C Draw Event"). The Letter of Credit will L‑C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s 's right to draw upon the Letter L‑C, and regardless of Creditany discrepancies between the L-C and this Lease. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of the date such receivership or conservatorship occurs, said L‑C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) business days following Landlord's notice to Tenant of such receivership or conservatorship (the "L‑C FDIC Replacement Notice"), Tenant shall replace such L‑C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank's Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L‑C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) business day period). Tenant shall be responsible for paying the Bank’s payment of any and all costs incurred with the review of any replacement L‑C (including without limitation Landlord's reasonable attorneys' fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord's consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord's prior written approval, in Landlord's sole and absolute discretion, and the attorney's fees incurred by Landlord in connection with the issuance such determination shall be payable by Tenant to Landlord within ten (10) days of any Letter of Credit, certificate of renewal or extension amendmentbilling.

Delivery of Letter of Credit. Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant concurrently with Tenant's execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any Event of Default by Tenant under this Lease, an unconditional, irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”"L‑C‑") in an the amount of One Million Nineteen Thousand Two Hundred Ten and 40/100 Dollars ($1,019,210.40) set forth in Section 30.3 below (the “Letter of Credit Amount”"L‑C Amount‑"), payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Landlord and which L‑C shall be issued by a solventmoney-center, solvent and nationally recognized bank with assets in excess of Forty Billion Dollars ($40,000,000,000a bank which accepts deposits, maintains accounts, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the "Bank"), which Bank must have a short term Fitch Rating which is not less than "F1", and with a long term Fitch Rating which is not less than "A" (or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service Service) (collectively, the “Bank’s Credit Rating Threshold”), (Landlord hereby approves Bank of America, N.A. as the Bank) and which L‑C shall be substantially in the form of Exhibit H, attached hereto or higherin such other form approved by Landlord (which approval shall not be unreasonably withheld). Tenant shall pay all expenses, under points and/or fees incurred by Tenant in obtaining the supervision of the Superintendent of Banks of the State of California. L‑C. The Letter of Credit L‑C shall (ai) be “"callable” " at sight, irrevocable and unconditional, (bii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extensionextension of an annual L‑C, for the period from commencing on the Delivery Date, date of delivery of the L‑C and continuing until the date (the “LC "L‑C Expiration Date”") that is sixty no less than thirty (6030) days after the Expiration Date expiration of the Lease Term (as the same may be extended), ) and Tenant shall deliver to Landlord a new Letter of Credit, L‑C or certificate of renewal or extension amendment to Landlord at least sixty thirty (6030) days prior to the expiration of the Letter of Credit L‑C then held by Landlord, without any action whatsoever on the part of Landlord, (ciii) be fully transferrable assignable by Landlord, its successors and assigns, at Landlord's cost, (d) be payable to Landlord, Security Holder or their assignees (the “Beneficiary”); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (fiv) permit partial draws and multiple presentations and drawings; , and (gv) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007International Standby Practices-Rev) or ISP 98, International Chamber of Commerce Publication #600590. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord and Security Holder, in their respective reasonable discretion, provided that Landlord hereby approves Silicon Valley Bank as an issuing Bank and the form letter of credit attached hereto as Exhibit I for the issuance of the initial Letter of Credit. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship, or the financial condition of the Bank has changed in any other materially adverse way, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Paragraph 20. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary shall have the right to draw upon the then current Letter of Credit. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Paragraph 20, Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit L‑C if any of the following shall have occurred or be applicable: (iA) an Event subject to the last sentence set forth in this Section 30.1, such amount is past due to Landlord beyond the applicable notice and cure period under the terms and conditions of Default of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented fromthis Lease, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (ivB) Tenant has filed a voluntary petition under the U.S. U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (vC) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (viD) the Bank has notified Landlord that the Letter of Credit L‑C will not be renewed or extended through the LC L‑C Expiration Date Date, or (E) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (F) Tenant executes an assignment for the benefit of creditors, or 692500.09/WLA371593-00023/6-13-12/ao/ao -00- XXX XXXXXX[Xxxxxx Realty, L.P.][Concur Technologies, Inc.] (G) if any of the Bank's Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank's Credit Rating Threshold and Tenant has not provided failed to provide Landlord with a replacement Letter letter of Credit that satisfies credit, conforming in all respects to the requirements of this Paragraph 20 Article 30 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 30.1 above), in the amount of the applicable L‑C Amount, within thirty (30) days prior following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the expiration contrary) (each of the Letter of Creditforegoing being an "L‑C Draw Event"). The Letter of Credit will L‑C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s 's right to draw upon the Letter L‑C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of Creditthe date such receivership or conservatorship occurs, said L‑C shall be deemed to fail to meet the requirements of this Article 30, and, within thirty (30) days following Landlord's notice to Tenant of such receivership or conservatorship (the "L‑C FDIC Replacement Notice"), Tenant shall replace such L‑C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank's Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 30. If Tenant fails to replace such L‑C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 30.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid sixty (60) day period). Tenant shall be responsible for paying the Bank’s fees in connection payment of any and all out-of-pocket costs incurred with the issuance review of any Letter replacement L‑C (including without limitation Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant. Notwithstanding any provision to the contrary set forth herein, if Tenant is in breach or default of Creditthis Lease, certificate and Landlord is not able to deliver notice to Tenant of renewal such breach or extension amendmentdefault due to any reason outside of Landlord’s reasonable control, including without limitation if Landlord is legally prevented from delivering a default notice to Tenant (including because Tenant has filed a voluntary petition, or an involuntary petition has been filed against Tenant, under the U. S. Bankruptcy Code or any state bankruptcy code), then for as long as such breach or default continues Landlord shall have all of the rights and remedies provided in this Article 30 as if Tenant were in default of this Lease after the applicable notice and cure period expressly set forth in this Lease.