Common use of Security Deposit Clause in Contracts

Security Deposit. Upon execution of this Lease, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default.

Security Deposit. Upon Within two (2) days after Subtenant’s execution and delivery of this LeaseSublease, Tenant Subtenant shall deliver to Sublandlord an initial security deposit with Landlord in the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit specified on [Page One]held from time to time, of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash “Security Deposit, Tenant may deliver the Security Deposit ”) in the form of an unconditional, clean, irrevocable standby letter of creditcredit without documents, i.e., no obligation on Sublandlord’s part to present anything but a sight draft, with Sublandlord as beneficiary, drawable in whole or in part, providing for payment in Boston, Massachusetts, on presentation of Sublandlord’s drafts on sight, providing for multiple draws and multiple successors and otherwise both from a bank and in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord Sublandlord (an “LC”). Notwithstanding the “Letter of Credit”) as securityforegoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the Letter cash Initial Security Deposit within forty-five (45) days of Credit shall be delivered to Landlord with executed copies the effective date of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full drawsSublease, and upon Sublandlord’s receipt of such LC, Sublandlord shall promptly return the cash balance of the Initial Security Deposit to Subtenant. If any portion of the Security Deposit is used or applied pursuant to this Section 5, Sublandlord shall provide Subtenant with written notice setting forth the amounts so used or applied and the purpose therefor, and Subtenant shall, within ten (ii10) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the permitted date of termination set forth below) unless same requirements as the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by original letter of credit as provided belowcredit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Any and all fees or costs charged by the issuer in connection with the Letter of Credit Subtenant’s failure to do so shall be paid a material default and breach of this Sublease by ▇▇▇▇▇▇Subtenant. The irrevocable stand-Security Deposit shall be held by Letter Sublandlord as security for the faithful performance by Subtenant of Credit shall remain effective through all the date that is sixty (60) days following the expiration date terms, covenants, and conditions of this LeaseSublease applicable to Subtenant. If Tenant Subtenant defaults with respect to any provision of this Lease Sublease beyond all applicable periods of notice and cure periodscure, including but not limited to the provisions relating to the payment condition of Rentthe Subleased Premises upon the Expiration Date, Landlord Sublandlord may draw upon (but shall not be required to) use, apply or retain all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-for the payment of any amount which Sublandlord may spend by letter reason of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount Subtenant’s default. The rights of Sublandlord pursuant to this Section 8are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Tenant’s failure Upon the expiration of the initial term (without giving effect to replenish any Extension Periods) hereof or earlier termination of this Sublease, and when all then-existing defaults hereunder have been cured, Sublandlord shall return the Initial Security Deposit or any balance thereof (without interest) to Subtenant within three (3) months of such expiration or termination. Failure of Subtenant to deliver a replacement letter of credit to Sublandlord at least thirty (30) days prior to the expiration date of any current letter of credit shall constitute a failure to pay Additional Rent separate default entitling Sublandlord, following written notice and Tenant shall have ten (10) days from the date of notice an opportunity to cure by Subtenant, to draw down immediately and entirely on the current letter of credit and the proceeds shall constitute a cash Initial Security Deposit. With respect to any Extension Period, Subtenant shall provide to Sublandlord the Extension Security Deposit applicable thereto. Upon expiration or earlier termination of any Extension Period and when all then-existing defaults hereunder have been cured, Sublandlord shall return the Extension Security Deposit or any balance thereof (without interest) to Subtenant within three (3) months of such defaultexpiration or earlier termination. Notwithstanding anything in this Section 5 to the contrary, if the expiration of the initial term or any Extension Period shall also represent the occurrence of the Expiration Date, then upon expiration or earlier termination of this Sublease, Sublandlord shall return any Security Deposit or any balance thereof (without interest) to Subtenant within three (3) months of such expiration or earlier termination, and after Subtenant has vacated the Subleased Premises and all then-existing defaults hereunder have been cured.

Security Deposit. Upon execution Sublessee has deposited with Sublessor the sum of $60.000.00 (the “Security Deposit”) as security for the faithful performance and observance by Sublessee of the terms, provisions and conditions of this Lease, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this LeaseSublease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereundershall not bear interest. In the event that Tenant Sublessee defaults under in respect of any provision of the terms, provisions or conditions of this LeaseSublease including, and after but not limited to, the expiration payment of any applicable cure periodBase Rent or Additional Rent, Landlord Sublessor may use, apply all, or retain the whole or any part of the Security Deposit to amounts owed the extent required for the payment of any Base Rent or Additional Rent or any other sum as to which Sublessee is in default or for any sum which Sublessor may expend or be required to expend by Tenantreason of Sublessee’s default including, but not limited to, any damage or deficiency in the re-letting of the Premises, whether such damage or deficiency accrued before or after summary proceedings or other re-entry by Sublessor. In the event Landlord elects to apply that Sublessee shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Sublease, the Security Deposit (less any Base Rent, Additional Rent or any other sum as provided for aboveto which Sublessee is in default or any sum which Sublessor shall have expended by reason of Sublessee’s default) shall be returned to Sublessee within thirty (30) days after the end of the Term and after Sublessee’s delivery of possession of the entire Premises to Sublessor. In the event of a transfer by Sublessor of Sublessor’s rights under the Prime Lease, Tenant Sublessor shall promptly restore such have the right to transfer the Security Deposit to the original amount. Landlord maytransferee and, at its discretion, commingle upon such funds with its other funds, Upon any sale or other conveyance transfer of the BuildingSecurity Deposit, Landlord may transfer Sublessor shall be released by Sublessee from all liability for the Security Deposit (or any amount return of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to Sublessee shall look solely at to said transferee for the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion return of the Security Deposit is so used, applied, Deposit. Sublessee shall not assign or retained, Tenant will within ten (10) days after written demand from Landlord, provide encumber or attempt to Landlord an additional irrevocable, stand-by letter of credit, which assign or encumber the monies deposited hereunder as security and neither Sublessor nor its successors or assigns shall be in form and substance satisfactory to Landlordbound by any such assignment, issued by a bank reasonably acceptable to Landlordencumbrance, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultattempted assignment or attempted encumbrance.

Security Deposit. Upon If, in Section 1.2 hereof, a security deposit is specified, Tenant, at its expense, shall deliver to Landlord, on the date of execution and delivery of this Lease, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter Letter of credit, in a form acceptable to Landlord, and Credit issued by a and drawn upon any commercial bank reasonably acceptable to Landlord with a banking office in Boston or New York (hereinafter referred to as the “Letter of Credit”"Issuing Bank") as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The which Letter of Credit shall (i) name Landlord as beneficiary thereof, (ii) have a term of not less than one (1) year, (iii) be unconditional, irrevocable, transferable, payable in the original amount equal to Tenant upon presentment of original $550,000 and subject to the issuer reduction as provided in person or by courier, in partial or full drawsSection 1.2 hereof, and (iiiv) contain otherwise be in form and content satisfactory to Landlord. The Letter of Credit shall, in any event, provide that: (1) The Issuing Bank shall pay to Landlord an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject amount up to the permitted date face amount of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides upon presentation of a statement from Landlord with that a cancellation noticeDefault of Tenant has occurred, specifying the nature of such Default and a demand for payment in the amount to be drawn and notice of such presentation shall be delivered simultaneously to Tenant; (2) The Letter of Credit shall be deemed to be automatically renewed, without amendment, for consecutive periods of one year each and shall have a final expiry date of not earlier than January 31, 2005, unless the Issuing Bank sends written notice (hereinafter called the "Non-Renewal Notice") to Landlord may immediately both by Federal Express or another recognized national or regional courier and by certified or registered mail, return receipt requested, not less than sixty (60) days next preceding the then expiration date of the Letter of Credit, that it elects not to have such Letter of Credit renewed; (3) Landlord, after receipt of the Non-Renewal Notice, shall have the right, exercisable by a demand for payment draft only, to draw upon the Letter of Credit and receive the proceeds thereof (which shall be held by Landlord as a cash deposit pursuant to the terms of this Section 14.17 pending the replacement of such Letter of Credit or applied as permitted by the terms of this Section 14.17); and (4) Upon Landlord's sale or other transfer of the Building, or Landlord's interest therein, or a leasing of the Building, the Letter of Credit shall be transferable by Landlord and Landlord shall thereupon be released by Tenant from all liability for the return of such Letter of Credit. In such event, Tenant agrees to look solely to the new Landlord for the return of said Letter of Credit. Tenant shall execute such documents as may be necessary to accomplish such transfer or any part assignment of the Letter of Credit and shall pay any transfer fees of the Issuing Bank. Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees covenants that it will not assign or costs charged by the issuer in connection with encumber, or attempt to assign or encumber, the Letter of Credit or proceeds thereof and that neither Landlord nor its successors or assigns shall be paid bound by ▇▇▇▇▇▇any such assignment, encumbrance, attempted assignment, or attempted encumbrance. The irrevocable stand-by If Landlord determines that the financial condition of the Issuing Bank has so declined as to cause concern that the Issuing Bank may not honor a draw on its Letter of Credit and provides Tenant with notice of the same, Tenant shall remain effective through promptly obtain a replacement Letter of Credit complying with the date that is sixty (60) days following terms hereof from another commercial bank acceptable to Landlord. Landlord shall have the expiration date this Lease. If Tenant defaults with respect right from time to time without prejudice to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, other remedy Landlord may draw upon all have on account thereof, to apply such deposit, or any part thereof, to Landlord's damages arising from, or to cure, any Default of Tenant’s . If Landlord shall so apply any or all of such deposit, Tenant shall promptly deposit with Landlord the amount applied to be held as security hereunder or obtain a replacement Letter of Credit in such amount conforming with the other requirements of this Section 14.17. Provided that no Default of Tenant then exists, Tenant may, in each Lease Year of the Lease Term beginning with the Lease Year commencing June 15, 2000, substitute for the Letter of Credit then held by Landlord, a replacement Letter of Credit in the amount required to be posted as a Security Deposit for the next succeeding Lease Year as set forth in Section 1.2 hereof, it being understand that Landlord shall not be obligated to return any Letter of Credit in its possession until Tenant has delivered a substitute Letter of Credit in the amount required pursuant to Section 1.2 hereof for such applicable Lease Year. Provided Landlord has had delivered to it by Tenant a substitute Letter of Credit in the applicable amount and otherwise conforming with the other requirements of this Section 14.17, Landlord shall immediately return to Tenant any Letter of Credit for which replacement or substitution has been made by Tenant in accordance with this Section 14.17. Provided that no Default of Tenant then exists, Landlord shall return the Letter of Credit, or so much thereof as shall have theretofore not been applied in accordance with the terms of this Section 14.17, to Tenant on the expiration or earlier termination of the Lease Term and surrender of possession of the Premises by Tenant to Landlord at such time. While Landlord holds as a cash deposit the proceeds resulting from a draw having been made upon the Letter of Credit, Landlord shall have no obligation to pay interest on the same and shall have the right to commingle the same with Landlord's other funds. If Landlord conveys Landlord's interest under this Lease, the cash deposit, or any portion part thereof not previously applied, may be turned over by Landlord to Landlord's grantee, and, if so turned over and receipt of such cash deposit is acknowledged by Landlord's grantee, Tenant agrees to look solely to such grantee for proper application of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter deposit in accordance with the terms of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 814.17, and the return thereof in accordance herewith. Tenant’s failure The holder of a mortgage shall not be responsible to replenish Tenant for the Security Deposit shall constitute a failure return or application of any such cash deposit, whether or not it succeeds to pay Additional Rent and Tenant the position of Landlord hereunder, unless such cash deposit shall have ten (10) days from the date of notice to cure been received in hand by such defaultholder.

Security Deposit. Upon Within ten (10) days following the execution of this LeaseSublease, Tenant shall deposit with Landlord deliver to Landlord, and Tenant shall thereafter maintain in effect at all times during the term hereof, as security for the faithful performance and observance by Tenant of all of the terms, covenants and conditions of this Sublease on Tenant's part to be performed and observed, a clean, unconditional, and irrevocable letter of credit in the amount of $1,026,445.00 (i.e. three months rent) subject to the Reduction Rights (as defined below in this Section), substantially in the form annexed hereto as Exhibit C modified to reflect that it (a) shall be drawable upon presentation of documents to effect a draw (including a copy of the letter of credit) by facsimile, (b) shall allow for partial draws, and (c) shall be transferable. Tenant shall use reasonable efforts to have the letter of credit also provide that it shall be drawable on site draft only and shall provide that all bank fees shall be on account of applicant, other than a transfer fee. Such letter of credit shall be issued by either US Bank National Association (so long as there has not been a material adverse change to the financial condition of such entity after the Effective Date) or a banking corporation (other than JPMorgan Chase & Co or any of its affiliates) that is satisfactory to Landlord in Landlord's good faith business judgment. In addition, such letter of credit shall have an expiration date no earlier than the first anniversary of the date of issuance thereof and shall be automatically renewed from year to year unless terminated by the issuer thereof by notice to Landlord given not less than thirty (30) days prior to the expiration thereof. Tenant shall, throughout the term of this Sublease, deliver to Landlord, in the event of the termination of any such letter of credit, or at Landlord's request, in the event the issuing bank of such letter of credit is downgraded to a point where it is no longer reasonably satisfactory to Landlord, replacement letters of credit in lieu thereof (each such letter of credit and such extensions or replacements thereof, as the case may be, is herein called a "Security Letter") no later than ten (10) days following notice from Landlord of such event. The term of each such Security Letter shall be not less than one (1) year and shall be automatically renewable from year to year as aforesaid. Notwithstanding the foregoing, if Landlord shall elect, in its sole discretion, to accept a Security Letter which is subject to a final expiration date, Tenant shall deliver a replacement of or amendment to such Security Letter no later than thirty (30) days prior to such final expiration date, and the final Security Letter delivered to Landlord pursuant to this Section 16.1 shall have a final expiration date occurring not earlier than one hundred twenty (120) days following the Sublease Expiration Date. If Tenant shall fail to obtain any replacement of or amendment to a Security Letter within any of the applicable time limits set forth in this Section 16.1, Tenant shall be in default of its obligations under this Section 16 and Landlord shall have the right (but not the obligation), at its option, to draw down the full amount of the existing Security Letter and use, apply and retain the same as security hereunder, and notwithstanding such draw by Landlord, Landlord shall have the right (but not the obligation), at its option, to give written notice to Tenant stating that such failure by Tenant to deliver such replacement of or amendment to the Security Deposit specified on [Page One]Letter constitutes a continuing default by Tenant of its obligations under this Section 16, and in the event that Tenant shall not have delivered such replacement or amendment to Landlord within sixty (60) days after Tenant's receipt of such notice, Landlord may give to Tenant a notice of intention to end the term of this Lease. The Security Deposit will be returned to Tenant without interest Sublease at the expiration of five (5) days from the date of the service of such notice of intention, and upon the expiration of said five (5) days this Sublease and the Term term and estate hereby granted, whether or not the term shall theretofore have commenced, shall terminate with the same effect as if that day was the day herein definitely fixed for the end and expiration of this Sublease, but Tenant shall remain liable for damages as provided in this Sublease and in the Lease, provided that ▇▇▇▇▇▇▇▇▇ has paid all amounts due under this Lease (to the extent that the provisions of the ▇▇▇▇▇▇▇▇▇ have been incorporated herein by reference). Upon delivery to Landlord of any such replacement of or amendment to the Security Letter within the sixty (60) day period described in the preceding sentence, such default shall be deemed cured and Landlord, simultaneously with such delivery, shall return to Tenant (or, at Tenant's request, to the bank issuing such replacement or amended Security Letter) the proceeds of the Security Letter which had been drawn by Landlord pursuant to the preceding sentence (or any balance thereof to which Tenant is entitled). Notwithstanding anything contained herein to the contrary, at any time on or after the third (3rd) anniversary of the Sublease Rent Commencement Date, Tenant shall have the right to reduce the amount of the Security Letter (the "Reduction Right") by (a) causing an amendment to the Security Letter to reduce the amount thereof to $684,297.00 or (b) delivering a substitute clean, unconditional and irrevocable letter of credit to Landlord in the amount of to $684,297.00, satisfying the requirements of a Security Letter set forth above and otherwise reasonably satisfactory to Landlord and issued by a banking corporation (other than JPMorgan Chase & Co or any of its affiliates) that is satisfactory to Landlord in Landlord's good faith business judgment and has otherwise performed all obligations hereunder. In its principal place of business in the event that Borough of Manhattan, City and County of New York (the team "Security Letter" shall include such amended or substitute letter of credit) provided the following conditions are satisfied at the time Tenant defaults under seeks to take either such action: (i) Tenant shall not have been, at any provision of this Leasetime previously, in default after applicable notice from Landlord and after the expiration of any applicable cure period, Landlord may apply allin each case, or as expressly provided in this Sublease, of any part of the Security Deposit monetary or material non-monetary terns, conditions or covenants of this Sublease on its part to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for abovebe performed, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance (ii) none of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and circumstances set forth in Section 25.01 of the ▇▇▇▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord have occurred with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable respect to Tenant upon presentment with or without the acquiescence of original to the issuer in person or by courier, in partial or full drawsTenant and shall remain applicable at such time, and (iiiii) contain an “evergreen” provision which provides Tenant, at such time, shall have a net worth (i.e. for purposes hereof, shareholder's equity), computed in accordance with generally accepted accounting principles, consistently applied, that it is automatically renewed on an annual basis (subject equal to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenantor greater than $415,000,000. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part Upon receipt of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by substitute letter of credit as provided below. Any and delivered in compliance with all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision provisions of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of RentSection 16.1, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of shall return the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide Letter it then holds to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default.

Security Deposit. Upon execution (a) Tenant's Security Deposit, which shall be delivered by Tenant to Landlord, together with the first (1st) month's payment of Base Rent and Equipment Space Rent concurrently with Tenant's delivery to Landlord of this Lease as executed by Tenant, shall be held by Landlord, without liability for interest, as security for the performance of Tenant's obligations under this Lease. Landlord shall not be required to keep the Security Deposit segregated from other funds of Landlord. Tenant shall not assign or in any way encumber the Security Deposit. Upon the occurrence of any default by Tenant (beyond the giving of acceptable notice and the passage of applicable grace periods), Landlord shall have the right, without prejudice to any other remedy, to use the Security Deposit, or portions thereof, to the extent necessary to pay any arrearages in Rent, and any other damage, injury or expense. Following any such application of all or any portion of the Security Deposit, Tenant shall deposit with Landlord pay to Landlord, on demand, the amount of so applied in order to restore the Security Deposit specified on [Page One], of this Lease. The to its original amount (or if the Security Deposit will be returned to is a Letter of Credit, Tenant without interest upon the expiration may either deliver cash, a replacement Letter of the Term Credit, or an additional Letter of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations Credit). Provided Tenant is not in default hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or will return any part unapplied portion of the Security Deposit to amounts owed by Tenant. In Tenant within thirty (30) days following the event Landlord elects later to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance occur of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment the expiration of original to the issuer in person or by courier, in partial or full drawsTerm, and (ii) contain an “evergreen” provision which provides that it Tenant's vacancy of the Premises and Building in accordance with the provisions of this Lease. (b) If the Security Deposit is automatically renewed on an annual basis (subject to in the permitted date form of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice a Letter of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunderCredit , if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty shall (60i) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord; (ii) name Landlord as its beneficiary; (iii) be drawn on an FDIC insured financial institution satisfactory to the Landlord; (iv) expressly allow Landlord to draw upon it: (A) in the event that the Tenant is in default under the Lease by delivering to the issuer of the Letter of Credit written notice that Landlord is entitled to draw thereunder pursuant to the terms of this Lease; or (B) if Tenant, within sixty (60) days prior to expiration of the Letter of Credit then held by Landlord, fails to provide Landlord with a replacement Letter of Credit meeting the requirements herein; (v) expressly state that it will be honored by the issuer without inquiry into the accuracy of any such notice or statement made by Landlord; (vi) expressly permit multiple or partial draws up to the stated amount of the Letter of Credit; (vii) expressly provide that it is transferable to any successor of Landlord; and (viii) expire no earlier than sixty (60) days after the Expiration Date (alternatively, the Letter of Credit [and any renewals or replacements thereof] may be for a term of not less than one (1) year; in such event Tenant agrees that it shall from time to time, as necessary, [whether as a result of a draw on the Letter of Credit by Landlord pursuant to the terms hereof or as a result of the expiration of the Letter of Credit then in effect], renew or replace the original and any subsequent Letter of Credit so that a Letter of Credit, in the amount required hereunder, is in effect until a date which is at least sixty (60) days after the Expiration Date. If Tenant fails to furnish such renewal or replacement at least thirty (30) days prior to the stated expiration date of the Letter of Credit then held by Landlord, Landlord may draw upon such Letter of Credit and hold the proceeds thereof [and such proceeds need not be segregated] as a Security Deposit pursuant to the terms of this Article 18). (c) Any renewal of or replacement for the original or any subsequent Letter of Credit shall meet the requirements for the original Letter of Credit as set forth above, except that such replacement or renewal shall be issued by a national bank satisfactory to Landlord at the time of the issuance thereof. Landlord agrees that in the event of any event which would give Landlord the right to draw upon the Letter of Credit, Landlord shall only draw down such amount as Landlord reasonably acceptable believes to Landlordbe necessary to cure or remedy any default on the part of Tenant and to reimburse Landlord for any costs, expenses or liability incurred in an connection with such default; notwithstanding the foregoing, if the amount sufficient of any draw upon the Letter of Credit exceeds the amount necessary to restore reimburse Landlord for such costs, expenses or liability, any excess proceeds of any draw on the Letter of Credit shall be held by Landlord as a Security Deposit to its required amount pursuant to the provisions of this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultArticle 18.

Security Deposit. Upon execution of this Lease(a) On or before October 1, Tenant 2004, Lessee shall pay to Lessor a security deposit with Landlord (the “Security Deposit”) in the amount of the Security Deposit specified set forth on [Page One], of this LeaseSchedule 1- Part A hereto. The Security Deposit will be returned to Tenant without interest upon held by Lessor for the expiration of the entire remaining Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed may be commingled with other amounts of Lessor. (b) The Security Deposit shall be held by Lessor as security for the due and punctual payment by Lessee of all obligations hereunder. In the event that Tenant defaults under any provision of this Leaseamounts payable by it, and after the expiration due and punctual observance and performance by Lessee of any applicable cure periodall of its obligations, Landlord may apply allhereunder and under each other Operative Agreement. Lessee hereby assigns, or any part of transfers and pledges to Lessor, and hereby grants to Lessor, a first-priority security interest in, the Security Deposit to amounts owed by Tenantsecure such payment, observance and performance. In the event Landlord elects to apply Any interest earned on the Security Deposit shall be solely for the account of Lessor. If an Event of Default shall occur and be continuing, then in addition to any other rights Lessor may have under applicable Law as provided for abovea lessor, Tenant shall promptly restore such Security Deposit to the original amount. Landlord maysecured party or otherwise, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (under this Lease or any amount of the Security Deposit remaining) to a successor/ownerother Operative Agreement, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph aboveLessor may set off against, in lieu of a cash Security Deposituse, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person apply or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon retain all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is in full or partial payment for amounts payable by Lessee under this Lease or any other Operative Agreement or for amounts necessary to compensate Lessor and the Indemnitees for their Expenses arising in connection with such Event of Default. Any such use or application shall not, however, be deemed a cure by Lessee, or waiver by Lessor, of any Event of Default, unless so usedagreed by Lessor in writing. (c) So long as no Default or Event of Default shall have occurred and be continuing, that portion, if any, of the Security Deposit that has not previously been used or applied, or retainedset off against, Tenant will within ten (10) days after written demand from Landlordas provided for in this Lease, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be returned to Lessee by wire transfer of immediately available Dollars to an account of Lessee located in form the United States of America, specified in writing by Lessee to Lessor at least 10 Business Days prior to the date of such transfer, (A) on or before the date that is 20 Business Days after and substance satisfactory excluding the date upon which the Aircraft is returned to LandlordLessor in the condition, issued and in the manner, required under Annex B to this Lease and otherwise in accordance with the terms of this Lease, or (B) if an Event of Loss shall have occurred, and Lessee shall have elected, or shall be deemed to have elected, the option set forth in Section 9.1.2 hereof, then on or before the date that is 20 Business Days after and excluding the date upon which Lessor has been paid all amounts required to be paid under, and as provided in, Section 9.1.2(a) hereof.” (b) Section 14.1.6 of the Lease is hereby amended by adding a bank reasonably acceptable new sentence, at the end thereof, as follows: “Without limiting, and notwithstanding, any other provision or the Lease or any other Operative Agreement, Lessor shall be entitled to Landlord, in an amount sufficient to restore use and apply all or any portion of the Security Deposit for the purposes, and in the manner, set forth in Section 3.2.3(b) hereof.” (c) Schedule 1 – Part A to its required amount pursuant the Lease is hereby amended as set forth in Section 1 of Appendix A hereto. (d) That certain Letter Agreement No. 1-1005-JSW-1500, dated as of February 28, 2001, among, inter alios, Lessor and Lessee, insofar as it relates to this Section 8. Tenant’s failure the Lease and the Aircraft, is hereby terminated and shall be of no further force or effect; and all of the obligations and liabilities of each of the parties to replenish the Security Deposit shall constitute a failure to pay Additional Rent such Letter Agreement are hereby unconditionally and Tenant shall have ten (10) days from the date of notice to cure such defaultirrevocably released and discharged in full and in all respects.

Security Deposit. Upon execution 29.1 Tenant has provided Landlord with a Letter of Credit in the amount of $175,000 as security for the full and punctual performance by Tenant of all of the terms of this Lease. Provided there has been no Event of Default by Tenant, the amount of the Letter of Credit shall be reduced by one-third ($58,333.33) at the end of each of the first three years of the Term. At the expiration of the third year of the Term Tenant shall deposit with Landlord the amount sum of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder$12,824 as such security. In the event that Tenant defaults under in the performance of any provision of the terms of this Lease, and after Lease following the expiration of any applicable notice and cure periodperiods, including the payment of Rent, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all whole or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by use, apply or retain the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all whole or any part of the security so deposited, as the case may be, to the extent required for the payment of any Rent or for any sum which Landlord may expend or may be required to expend by reason of Tenant’s Letter default in respect of Credit. If any portion of the Security Deposit is terms of this Lease, including any damages or deficiency in the reletting of the Premises, whether accruing before or after summary proceedings or other reentry by Landlord. In the case of every such use, application or retention, Tenant shall, on demand, pay to Landlord the sum so used, applied, applied or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, retained which shall be in form added to the security deposit so that the same shall be replenished to its former amount. If Tenant shall fully and substance satisfactory punctually comply with all of the terms of this Lease, the security, without interest, shall be returned to Tenant after the termination of this Lease and delivery of exclusive possession of the Premises to Landlord, issued . In the event of a sale or lease of the Building Landlord shall have the right to transfer the security to the vendee or lessee and Landlord shall ipso facto be released by a bank reasonably acceptable to Landlord, in an amount sufficient to restore Tenant from all liability for the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent return of such security; and Tenant agrees to look solely to the new landlord for the return of said security; and it is agreed that the provisions hereof shall have ten (10) days from apply to every transfer or assignment made of the date of notice security to cure a new landlord. Tenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as security and neither Landlord nor its successors or assigns shall be bound by any such defaultassignment, encumbrance, attempted assignment or encumbrance.

Security Deposit. Upon execution of this Lease, Tenant 11.1 The Contractor shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit no later than seven (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (107) days from the date of notice this Agreement, furnish a security deposit by way of a banker’s guarantee issued by a reputable bank acceptable to cure the Buyer on terms prescribed by the Buyer, of a sum equivalent to five percent (5%) of the Contract Price, valid up to and including the thirtieth (30th ) day after the last date of expiry of the Warranty Period. Should the Contractor fail to furnish the security deposit as required under this Clause, the Buyer may without further notice, and without prejudice to any other rights and/or remedies of the Buyer, set off and deduct against any payment(s) due to the Contractor, such defaultamounts sufficient to comprise the security deposit, and shall hold the same as the security deposit in cash pursuant to this Clause. 11.2 This deposit will be refunded after the thirtieth (30th) day after the last date of expiry of the Warranty Period, if the Buyer is satisfied that the Contractor has fulfilled all the terms and conditions and obligations of this Agreement, in Singapore currency by way of a cheque drawn on a bank in Singapore or return of the banker’s guarantee if requested by the Contractor, as the case may be. If the Contractor breaches this Agreement, the Contractor will forfeit part or the whole of this deposit to the Buyer, the actual amount of forfeiture to be determined by the Buyer, and the balance thereof, if applicable, shall be refunded to the Contractor. No interest shall be paid on the deposit or upon refund thereof. The Contractor shall maintain the amount of the security deposit set out in Clause 11.1 above until the thirtieth (30th ) day after the last date of expiry of the Warranty Period and following the deduction of any amount from the security deposit, the Contractor undertakes to top up the cash or provide an additional or replacement banker’s guarantee so as to ensure that the amount of the security deposit is at all times equivalent to five percent (5%) of the Contract Price. 11.3 If the Contractor elects to provide a banker’s guarantee pursuant to Clause 11.1 and if the Buyer anticipates that the banker’s guarantee will expire earlier than thirty (30) days from the last date of the Warranty Period, the Buyer shall notify the Contractor to extend the banker’s guarantee so that it will expire thirty (30) days from the last date of the Warranty Period. If the Contractor fails to make such extension within seven (7) days from the date of such notice, the Buyer shall be entitled to call on the banker’s guarantee.

Security Deposit. Upon execution of 11.1 Tenant has this Lease, Tenant shall deposit day deposited (by check subject to collection) with Landlord the amount of the Security Deposit specified on [Page One]as set forth in Section 1.1 (N), above, to secure the full and faithful performance by Tenant of all the terms, covenants and conditions of this Lease. The Security Deposit will Lease upon T▇▇▇▇▇’s part to be performed, which sum shall be returned to Tenant without interest upon after the expiration of the Term Term, provided Tenant has fully and faithfully carried out all of the Leaseterms, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease covenants and has otherwise conditions on Tenant’s part to be performed all obligations hereunder. In the event (but no such return shall be deemed an estoppel against or an admission by Landlord that Tenant defaults under any provision of this Leaseis then in compliance with its obligations). Landlord shall have the right to use, and after the expiration of any applicable cure period, Landlord may apply all, or retain any part or all of the Security Deposit to amounts owed remedy any default of Tenant hereunder, repair damage to Premises or to other property of Landlord caused by Tenant or any of its agents, employees, invitees or licensees, or expenses of re-renting and redecorating the Premises in the event Tenant vacates same prior to the expiration of the Term. If Landlord applies any part of said Security Deposit to remedy any default of Tenant, Tenant shall, upon demand, deposit with Landlord the amount so applied so that Landlord shall have the full Security Deposit on hand at all times during the Term of this Lease. In no event shall Tenant be entitled to credit against any Rent due hereunder by virtue of the deposit of such Security Deposit. In the event of a sale of the Property, Landlord elects shall have the right to apply transfer the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord mayvendee for the benefit of Tenant, at its discretionand, commingle after notice to Tenant of such funds with its other funds, Upon any sale or other conveyance and the name of the Buildingnew landlord, Landlord may transfer shall be considered released by Tenant from all liability for the return of such Security Deposit; Tenant shall look to the new landlord solely for the return of the Security Deposit (Deposit, and it is agreed that this shall apply to every transfer or any amount assignment made of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Leasenew landlord. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and not be mortgaged, assigned or encumbered by Tenant shall have ten (10) days from without the date prior written consent of notice to cure such defaultLandlord.

Security Deposit. (a) Upon execution of signing this Lease, Tenant shall deposit with Landlord has delivered to Landlord, as security for the amount full and faithful performance of the Security Deposit specified on [Page One], every portion of this Lease. The Security Deposit will Lease to be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, credit in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord the amount of Seven Hundred Thousand Dollars ($700,000.00) (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease). The Letter of Credit shall (i) be unconditionalissued to Landlord, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courieras beneficiary, in partial substantially the same form as provided for in Exhibit F and by a bank approved by Landlord in its sole discretion (Landlord agrees that either ▇▇▇▇▇ Fargo or full drawsBank of America is an approved issuing bank), and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis provide for drawing thereon in Oakland or San Francisco, California, (subject to the permitted date iii) have a term of termination set forth below) unless the issuer delivers thirty at least one year (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing with the Letter of Credit provides required to be renewed or replaced by Tenant so as to be available to be drawn on at any time during the Lease Term, including any extension thereof, plus a period of sixty (60) calendar days), (iv) require the issuing bank to pay to Landlord with the amount of a cancellation notice, Landlord may immediately draw upon all or any part receipt by such bank of a sight draft signed by Landlord and upon presentation to the issuing bank of nothing more than a written statement signed by Landlord that an event entitling Landlord to draw under the Letter of Credit has occurred under this Lease, (v) permit multiple drawings, (vi) expressly state that the Letter of Credit and the right to draw thereunder may be transferred or assigned from time to time by Landlord to any successor or assignee of Landlord under this Lease without the payment of any fees or charges, and (vii) provide that it shall automatically renew for additional periods of one year each from the expiration date or future expiration date, unless at least thirty (30) days prior to any expiration date, the issuer notifies Landlord by registered mail of the issuer’s election not to renew the Letter of Credit. (b) Tenant shall provide Landlord with an additional irrevocable stand-pay all expenses, points or fees incurred by letter Tenant in obtaining the Letter of credit as provided belowCredit and for any transfer of the Letter of Credit. Any and all fees or costs charged by the issuer in connection with The full amount of the Letter of Credit shall be paid by ▇▇▇▇▇▇available to Landlord upon presentation of Landlord’s signed draft. The irrevocable stand-by Letter If an Event of Credit shall remain effective through the date that Default is sixty (60) days following the expiration date declared under this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part portion of Tenant’s the Letter of CreditCredit to remedy such default. If any portion of the Security Deposit Letter of Credit is so used, applied, or retaineddrawn, Tenant will shall, within ten (10) days after written demand from Landlordtherefor, provide to Landlord an additional irrevocable, stand-by letter increase the amount of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, the Letter of Credit in an amount sufficient to restore the Security Deposit Letter of Credit to its required amount pursuant to this Section 8. original amount, and Tenant’s failure to replenish do so shall be a material breach of this Lease. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Building and in this Lease, and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the Letter of Credit and the proceeds of and draw thereon to the transferee or mortgagee. Accordingly, the Letter of Credit shall expressly indicate that it is transferable in its entirety, subject to the terms and condition and thereof, by Landlord as beneficiary. Upon receiving written notice of transfer, and upon presentation to the issuing bank of the original LOC and any issuer-required transfer documentation, the issuing bank will reissue the Letter of Credit naming such transferee as the beneficiary. (c) Any proceeds from the draw by Landlord under the Letter of Credit not applied by Landlord to cure any default or breach by Tenant under this Lease shall be held as a cash security deposit. Landlord shall not be required to keep the security deposit separate from its general funds, Tenant shall not be entitled to interest thereon, and Tenant waives the benefit of any law to the contrary. Tenant waives the provisions of California Civil Code Section 1950.7 (which restricts application of a security deposit only to those sums reasonably necessary’ to remedy defaults in the payment of rent, to repair damage caused by Tenant, or to clean premises) and all similar laws now in force or subsequently adopted which restrict application of security deposits to specific purposes. (d) The Letter of Credit shall be renewed by the issuer (or replaced with a similarly qualifying letter of credit acceptable to Landlord) at least thirty (30) calendar days prior to the expiration date thereof from time to time during the Lease Term. If, for any reason, Tenant fails to cause the Letter of Credit to be so renewed or replaced at least thirty (30) days prior to its expiration date, Landlord shall have the right to immediately draw upon the Letter of Credit in full and hold the proceeds thereof as a cash Security Deposit hereunder. Upon the expiration of the Lease Term, if Tenant has then fully performed every provision of this Lease to be performed by it, and any and all of Tenant’s monetary obligations under the Lease have been satisfied, Landlord shall constitute return the Letter of Credit to Tenant and consent to the cancellation of the Letter of Credit; provided, however, prior to the surrender and cancellation thereof, Landlord may draw upon the Letter of Credit an amount up to Five Thousand Dollars ($5,000.00) and hold such proceeds as a failure deposit on account of any amounts due from Tenant attributable to pay Additional Rent Tenant’s Percentage Share of Property Taxes and Operating Expenses for the calendar year in which the Lease terminates or expires, and any unapplied funds so held by Landlord shall be refunded to Tenant within thirty (30) days following Tenant’s approval or deemed approval of Landlord’s Statement for the calendar year in which the Lease expiration or termination occurs. In lieu of drawing on the Letter of Credit as hereinabove provided, Tenant shall have ten the right to deliver to Landlord a cash deposit, to be held as a cash security deposit. (10e) days from Subject to the terms of this Paragraph, Tenant shall have the right to require Landlord to amend the Letter of Credit to evidence a reduction in the draw amount thereunder (i) following the first day of the thirty-seventh (36th) month of the Term of this Lease, to Four Hundred Thousand Dollars ($400,000.00), and (ii) following the first day of the forty-eighth (48th) month of the Term of this lease to Two Hundred Thousand Dollars ($200,000.00) (each such date being referred to as a “Reduction Date”), provided that, as to each Reduction Date (i) Tenant occupies at least sixty six percent (66%) of notice the Premises (except in the case of a Permitted Transfer), and (ii) no monetary Event of Default has occurred under this Lease at any time prior to cure such defaultthe Reduction Date. Notwithstanding anything in the foregoing to the contrary, upon the occurrence of any event provided in clauses (i) and (ii) above, Tenant’s right to any subsequent reduction in the Letter of Credit as hereinabove provided shall be deemed automatically revoked and of no further force and effect (f) Tenant agrees and acknowledges that Tenant has no property interest whatsoever in the Letter of Credit or the proceeds thereof and that, in the event that Tenant becomes a debtor under any chapter of the Federal Bankruptcy Code, the Letter of Credit and any proceeds thereof shall not be deemed to be an asset or property of the Tenant, and that neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the Letter of Credit and/or the proceeds thereof by Section 502(b)(6) of the Federal Bankruptcy Code.

Security Deposit. Upon execution of this LeaseOn or before the Early Access Date, Tenant shall will deposit with Landlord Lessor a security deposit (the “Security Deposit”) in the amount of Ninety-Two Thousand Dollars ($92,000.00) to be held by Landlord for the Security Deposit specified duration of the Lease as security for the full performance by Tenant of all of the obligations on [Page One], the part of this LeaseTenant hereunder. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord mayshall, at its discretionthe option of Tenant, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit be in the form of an unconditional, clean, irrevocable standby demand letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord credit (the “Letter of Credit”), in form and substance reasonably acceptable to Landlord, issued by an FDIC-insured commercial banking institution reasonably acceptable to Landlord. If the Security Deposit, or any portion thereof, is in the form of cash, Landlord shall hold the same without liability for interest and without any obligation to segregate such cash from Landlord’s other funds. Tenant shall not mortgage, pledge, grant a security interest in, or otherwise encumber the Security Deposit. Landlord shall have the right from time to time, without prejudice to any other remedy Landlord may have on account thereof, to apply such Security Deposit, or any part thereof, to Landlord’s damages arising from any Default of Tenant. Upon such application, Tenant shall promptly restore the Security Deposit to its original amount. Upon the full performance by Tenant of its obligations hereunder, the Security Deposit, or such amount that shall be remaining after application of the same hereunder, shall be returned to Tenant within thirty (30) as securitydays after the expiration or earlier termination of this Lease and surrender of possession of the Premises by Tenant to Landlord at such time. If the Security Deposit is in the form of a Letter of Credit, provided such Letter of Credit shall, throughout the Term, be in full force and in compliance with the terms of this Lease. Tenant shall not mortgage, pledge, grant a security interest in, or otherwise encumber the Letter of Credit or the proceeds of the same. Landlord shall be delivered have the right from time to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditionaltime, irrevocable, transferable, payable without prejudice to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, other remedy Landlord may immediately have on account thereof, to draw upon all or any part of on the Letter of Credit and apply the proceeds, or any part thereof, to Landlord’s damages arising from any Default of Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to ) on the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retainedUpon such application, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to promptly restore the Security Deposit to its required original amount either by delivering cash or a new Letter of Credit complying with the provisions hereof to Landlord. In the event such Letter of Credit will expire by its terms prior to the end of the Term and Tenant fails to provide a substitute Letter of Credit at least thirty (30) days prior to such expiration, then Landlord may draw on the Letter of Credit and hold the proceeds. Any portion of the proceeds of the Letter of Credit not applied to cure a Default of Tenant hereunder shall be held by Landlord as a cash Security Deposit pursuant to this Section 8the provision set forth above unless Landlord shall require a new Letter of Credit complying with the provisions hereof, in which event the unapplied cash proceeds shall be promptly returned to Tenant for such purpose. Tenant’s failure Upon the full performance by Tenant of its obligations hereunder, the Letter of Credit (or the remaining proceeds thereof if previously drawn and not applied to replenish the Security Deposit cure a Default of Tenant hereunder), shall constitute a failure be surrendered to pay Additional Rent and Tenant shall have ten within thirty (1030) days from after the date expiration or earlier termination of notice this Lease and surrender of possession of the Premises by Tenant to cure Landlord at such defaulttime.

Security Deposit. Upon execution of this Lease, a. Tenant shall pay Key Locations Property Management, LLC as “Holder” a security deposit of $ by certified check, money order, credit card, or EFT (“Security Deposit”). The Security Deposit shall be paid not later than the Lease Start Date but not earlier than the date Landlord has presented Tenant with a copy of the Move-In Inspection, as defined herein. Landlord the amount of shall provide Tenant with a receipt for the Security Deposit specified on [Page One]once paid, which shall constitute acknowledgment that the Security Deposit has been received by Landlord. b. The Security Deposit will be deposited by Holder within five (5) banking days and held by Holder in an Escrow Account at Truist Bank. Any interest earned from said account(s) shall accrue to Landlord. c. If the Security Deposit is not honored, for any reason, or such payment is otherwise declined, Holder shall promptly notify all parties to this Lease of this Lease. the same and Tenant shall have three (3) banking days after notice to deliver good funds plus a fee of $50.00 to Holder. d. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers within thirty (30) days’ prior days after the Premises is vacated, if: (i) the Lease term has expired or the Lease has been terminated in writing by both parties; (ii) Landlord has given a written notice of cancellation to Landlord vacate; (iii) no damage has been sustained on the Premises or its contents, except normal wear and Tenant. Without limiting any of Landlord’s rights or remedies hereundertear; (iv) the Premises is returned by Tenant fully cleaned with all trash, if the bank issuing the Letter of Credit provides Landlord with a cancellation noticedebris, Landlord may immediately draw upon and personal items removed; (v) all or any part of the Letter of Credit rent, fees, and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be charges have been paid by ▇▇▇▇▇▇. ▇ in full; and (vi) all door keys and amenity keys, mailbox keys, access cards, gate openers, and garage door openers have been returned to Landlord. e. The irrevocable stand-Security Deposit may be applied by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect Landlord to any provision of this Lease beyond applicable notice and cure periodssatisfy all, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter obligations and such act shall not prevent Landlord from claiming damages in excess of Creditthe deposit. Landlord shall have the right to deduct from the Security Deposit: (1) the cost of repairing any damage to Premises caused by the negligence, carelessness, accident or abuse of Tenant, ▇▇▇▇▇▇’s household or their invitees, licensees and guests, other than normal wear and tear; (2) unpaid rent, utility charges or pet fees; (3) cleaning costs if Premises is left unclean; (4) the cost to remove and dispose of any personal property; and/or (5) late fees and any other unpaid fees and charges referenced herein. All parties acknowledge that the Deposit will be forfeited to Landlord as partial liquidated damages if Tenant vacates the Premises (regardless of reason) without first tendering to Landlord payment in full through the Term or any subsequent renewal term of this Lease. f. If any portion part of the Security Deposit is so used, applied, deposit has been used by Landlord in accordance with the terms of this Lease or retainedapplicable law, Tenant will within ten (10) days after written shall upon demand from Landlord, provide immediately deposit with Holder a sum equal to the amount so applied by Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant so that Holder shall have ten (10) days from the date of notice to cure such defaultfull deposit on hand at all times during the Lease term including any extension, renewal or holdover term.

Security Deposit. Upon Concurrent with its execution of this LeaseSublease Agreement, Tenant Subtenant shall deliver to Sublandlord, as security for Subtenant’s faithful payment of rent and performance of all Subtenant’s other obligations hereunder, a security deposit with Landlord in an amount equal to One Hundred Four Thousand Nine Hundred Ninety-Four and No/100 Dollars ($104,994.00) (the amount of “Security Deposit”). Sublandlord shall not be required to pay any interest on the Security Deposit specified on [Page One], of this LeaseDeposit. The Security Deposit will Sublandlord shall be returned entitled to Tenant without interest draw upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this LeaseSecurity Deposit, and after use, apply and retain the expiration proceeds thereof, to satisfy any of Subtenant’s unperformed monetary and/or non-monetary obligations under the Sublease in cases where the Subtenant has failed to remedy or cure such obligation within any applicable cure period, Landlord periods provided under this Sublease or the Master Lease (as the case may apply all, or any part of be). If Sublandlord so draws upon the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver or uses, applies or retains the Security Deposit in the form of an unconditionalproceeds thereof, cleanSubtenant shall, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlordfollowing demand, provide tender to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, Sublandlord cash in an amount sufficient to restore the Security Deposit to its the full amount required amount pursuant to under this Section 84.05. TenantSublandlord shall return any unapplied proceeds of the Security Deposit to Subtenant within thirty (30) days after the expiration or earlier termination of this Sublease. Subtenant shall have the right to deliver to Sublandlord an unconditional, irrevocable letter of credit (the “Letter of Credit”) in substitution for the cash Security Deposit, subject to the following terms and conditions. Such letter of credit shall be (a) in form and substance substantially in the form attached hereto as Exhibit C; (b) at all times in the amount of the Security Deposit, and shall permit multiple draws without a corresponding reduction in the aggregate amount of the Letter of Credit; (c) issued by a commercial bank reasonably acceptable to Sublandlord from time to time and located in the New York, New York metropolitan area; (d) payable at sight upon presentment to a local branch of the issuer of a simple sight draft or certificate stating that Subtenant is in default under this Sublease beyond the applicable cure period (provided, however that in the event that a notice of default to Subtenant may not be lawfully given by Sublandlord, then Sublandlord shall be entitled to draw thereunder upon presentment of a certificate stating that a notice of default cannot be lawfully given and that Subtenant has failed to timely pay or perform an obligation of the Subtenant under this Sublease); (e) of a term not less than one year; and (f) at least thirty (30) days prior to the then-current expiration date of such letter of credit, either (1) renewed (or automatically and unconditionally extended) from time to time through the thirtieth (30th) day after the expiration of the Sublease Term, or (2) replaced with cash in the amount of the Security Deposit. Notwithstanding anything in this Sublease to the contrary, any cure or grace periods set forth in this Sublease shall not apply to any of the foregoing, and, specifically, if Subtenant fails to timely comply with the requirements of subsection (f) above, then Sublandlord shall have the right to immediately draw upon the letter of credit without notice to Subtenant and apply the proceeds to the Security Deposit. Each Letter of Credit shall be issued by a commercial bank that has a credit rating with respect to certificates of deposit, short term deposits or commercial paper of at least P-2 (or equivalent) by ▇▇▇▇▇’▇ Investor Service, Inc., or at least A-2 (or equivalent) by Standard & Poor’s Corporation, and shall be otherwise acceptable to Sublandlord in its sole and absolute discretion. Each Letter of Credit contemplated hereunder shall be issued by a commercial bank that has a credit rating with respect to certificates of deposit, short term deposits or commercial paper of at least P-2 (or equivalent) by ▇▇▇▇▇’▇ Investor Service, Inc., or at least A-2 (or equivalent) by Standard & Poor’s Corporation, and shall be otherwise acceptable to Sublandlord in its reasonable discretion. If the issuer’s credit rating is reduced below P-2 (or equivalent) by ▇▇▇▇▇’▇ Investors Service, Inc. or below A-2 (or equivalent) by Standard & Poor’s Corporation, or if the financial condition of such issuer changes in any other materially adverse way, then Sublandlord shall have the right to require that Subtenant obtain from a different issuer a substitute letter of credit that complies in all respects with the requirements of this section, and Subtenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have obtain such substitute Letter of Credit within ten (10) days from following Sublandlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Sublease to the contrary) shall entitle Sublandlord to immediately draw upon the then-existing Letter of Credit in whole or in part, without notice to Subtenant. In the event the issuer of any Letter of Credit held by Sublandlord 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 Letter of Credit shall be deemed to not meet the requirements of this section, and, within ten (10) days thereof, Subtenant shall replace such Letter of Credit with a Letter of Credit issued by an institution which satisfies the foregoing requirements (and Subtenant’s failure to do so within said ten (10) days shall, notwithstanding anything in this Sublease to the contrary, constitute a Default under the Sublease without the requirement for any further notice hereunder). Any failure or refusal of the issuer to honor the Letter of Credit shall be at Subtenant’s sole risk and shall not relieve Subtenant of its obligations hereunder with respect to the Security Deposit. Notwithstanding anything in this Sublease to the contrary (including, without limitation, any cure or grace periods set forth in this Sublease), any failure by Subtenant to timely renew or replace said Letter of Credit and any failure by Subtenant to timely deliver to Sublandlord in writing proof of such renewal or replacement shall be deemed a Default hereunder by Subtenant, without the necessity for further notice to Subtenant, entitling Sublandlord to immediately draw upon such Letter of Credit in the full amount thereof. At all times during the Sublease Term, Sublandlord shall be entitled to draw upon the entire amount of such Letter of Credit to cure any outstanding Default. In the event that Sublandlord draws upon the Letter of Credit by reason of Subtenant’s failure to timely renew or replace the Letter of Credit, the proceeds thereof (except for any portion thereof necessary to cure any other Default by Subtenant, if any) shall constitute a cash Security Deposit hereunder, and shall be held in accordance with the terms of the foregoing provisions. In the event Sublandlord transfers or assigns the Sublease, Sublandlord shall simultaneously transfer the security deposit to the transferee or assignee along with such defaulttransfer or assignment. In the event the security deposit is in the form of a Letter of Credit, Subtenant shall pay all transfers costs imposed by the issuer of such Letter of Credit.

Security Deposit. Upon execution (a) Tenant shall maintain in effect at all times during the Term, as security for the performance of Tenant’s obligations under this Lease, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable irrevocable, transferable and unconditional standby letter of credit, credit in a form acceptable substantially similar to Landlord, and issued by a bank reasonably acceptable to Landlord the form annexed hereto as Exhibit B (the “Letter of Credit”) as security), provided in an amount equal to $1,607,872.00 (the “Security Deposit”). Landlord agrees that the form of Letter of Credit shall be delivered to Landlord with executed copies of this Leaseannexed hereto as Exhibit B-1 is satisfactory. The Letter of Credit shall be issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association (ihereinafter referred to as the “Issuing Bank”) with offices for banking purposes in the New York City metropolitan area, reasonably satisfactory to Landlord. The Letter of Credit shall name Landlord as beneficiary, be unconditionalin the amount of the Security Deposit, irrevocablehave a term of not less than one (1) year, transferablepermit multiple drawings, payable to Tenant upon presentment be fully transferrable by Landlord without payment of original to the issuer in person any fees or by courier, in partial or full drawscharges, and (ii) contain an “evergreen” provision which provides otherwise be in form and content reasonably satisfactory to Landlord. If, upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it is shall be deemed automatically renewed on an annual basis renewed, without amendment, for consecutive periods of one (subject to 1) year each thereafter during the permitted date of termination set forth below) Term, unless the issuer delivers Issuing Bank sends notice to Landlord that it elects not to have such Letter of Credit renewed (the “Non-Renewal Notice”), which Non-Renewal Notice shall be sent not less than thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if days next preceding the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part then expiration date of the Letter of Credit and Tenant by certified mail, return receipt requested or by nationally recognized overnight courier. Landlord shall provide Landlord with an additional irrevocable standhave the right, exercisable fifteen (15) days after its receipt (or upon such shorter time after receipt of the Non-by letter Renewal Notice if the expiration date of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid occur prior to the expiration of the fifteen (15) day period) of the Non-Renewal Notice to draw the full amount of the Letter of Credit, by ▇▇▇▇▇▇. The irrevocable stand-by sight draft on the Issuing Bank, and shall hold or apply the proceeds of the Letter of Credit shall remain effective through pursuant to the date that is sixty (60) days following terms of this Article 76. Landlord may draw upon the expiration date Letter of Credit in whole or in part to remedy defaults by Tenant in the payment or performance of any of Tenant’s obligations under this Lease. If Landlord shall have so drawn upon the Letter of Credit, Tenant defaults shall upon demand deposit with Landlord a sum equal to the amount so drawn by Landlord. (b) Landlord shall return the Letter of Credit to Tenant within forty five (45) days after the expiration of sooner termination of this Lease, provided, however, that if Tenant is in default under this Lease and Landlord shall be entitled to draw down on the Letter of Credit in an amount sufficient to remedy such Tenant default. (c) Tenant agrees that in the event of a sale of the Building or a leasing of the entire Building, Landlord may transfer the cash Security Deposit held by it to such party, and, with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will and within ten (10) days after written demand from notice of such transfer, or such longer Tenant shall, at its sole cost, arrange for the transfer of the Letter of Credit to the new landlord, as designated by Landlord, provide or have the Letter of Credit reissued in the name of the new landlord (and upon such reissuance, Landlord shall return to Tenant the original Letter of Credit). Tenant thereafter agrees to look strictly to the successor Landlord an additional irrevocablefor the return of the Letter of Credit. Upon such transfer and upon the successor Landlord acknowledging receipt of the deposit, stand-by letter of credit, which shall the transferring Landlord will be in form and substance satisfactory forever released. (d) Tenant further agrees not to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore encumber or assign the Security Deposit to its hereunder and Landlord will not be bound by any such encumbrance or assignment. (i) Provided the Tenant has not been in monetary default and/or is not then in monetary default under any of the terms or provisions under this Lease beyond the expiration of any applicable notice and grace periods, and provided the Landlord is holding the full Security Deposit required amount pursuant to this Section 8. Tenant’s failure to replenish 76(a) above, following thirty six (36) consecutive months of payment of Fixed Rent, the Security Deposit then being held by Landlord shall constitute a failure be reduced, such that the amount of security remaining on deposit with Landlord shall be equal to pay Additional Rent $1,205,903.97. If the conditions of this Section 76(e)(i) have been satisfied and the Security Deposit reduced, Landlord shall return the then current Letter of Credit upon receipt of an amended Letter of Credit or replacement Letter of Credit in such reduced amount provided same is otherwise in accordance with the provisions of this Article 76. (ii) Provided the Tenant has not been in monetary default and/or is not then in monetary default under any of the terms or provisions under this Lease beyond the expiration of any applicable notice and grace periods, and provided the Landlord is holding the full Security Deposit required pursuant to Section 76(e)(ii) above, following sixty (60) consecutive months of payment of Fixed Rent, the Security Deposit then being held by Landlord shall be reduced, such that the amount of security remaining on deposit with Landlord shall be equal to $803,935.98. If the conditions of this Section 76(e)(ii) have ten (10) days from been satisfied and the date Security Deposit reduced, Landlord shall return the then current Letter of notice to cure Credit upon receipt of an amended Letter of Credit or replacement Letter of Credit in such defaultreduced amount provided same is otherwise in accordance with the provisions of this Article 76.

Security Deposit. Upon Letter of Credit. BLC Holdings shall, upon the execution of this LeaseAgreement by BLC Holdings, Tenant shall deposit either (i) cause to be deposited with Landlord PSLT-BLC Holdings cash in the amount of the Security Deposit specified on [Page One], of this Lease. The Amount (the "Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply allDeposit"), or any part (ii) cause to be delivered to PSLT-BLC Holdings a letter of credit (the Security Deposit to amounts owed by Tenant. In "Letter of Credit") issued in favor of PSLT-BLC Holdings in the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/ownerAmount, as security for the performance and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment observance by BLC Holdings of the same. Notwithstanding anything to terms, conditions and provisions of this Agreement and as security for the contrary performance and the observance by each of the Brookdale Lessees of the terms, conditions and provisions of the Property Leases, including, without limitation, the surrender of possession of the Facilities by the Brookdale Lessees as provided in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver Property Leases. Upon the Security Deposit in occurrence and during the form continuance of an unconditionalEvent of Default, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided PSLT-BLC Holdings may draw upon the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If apply any portion of the Security Deposit to the extent required for the payment of any sum as to which BLC Holdings or the Brookdale Lessee(s) under the Property Lease(s) to which the applicable Event of Default relates is so usedin default or for any sum which PSLT-BLC Holdings may have expended or may be required to expend by reason of the occurrence of such Event of Default, appliedincluding any damages or deficiency accrued before or after summary proceedings or other re-entry by any Provident Lessor pursuant to any Property Lease. Subject to the provisions of Paragraph 10(b) hereof, if PSLT-BLC Holdings draws upon the Letter of Credit and applies or retains any portion or all of the sum received upon such draw, or retainedapplies any portion of the Security Deposit, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which BLC Holdings shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient forthwith take such action as is necessary to restore the face amount of the Letter of Credit to the Security Amount or pay any deficiency to PSLT-BLC Holdings such that the Security Deposit is at all times equal to its required amount pursuant the Security Amount. The Security Deposit shall be held in a segregated bank account and shall be invested in Permitted Investments. BLC Holdings or the party posting the Security Deposit in accordance with the terms and conditions set forth in Paragraph 33(d) below shall be responsible for payment of any federal, state or local income or other tax applicable to this Section 8income earned from Permitted Investments. Tenant’s failure to replenish All interest accruing on the Security Deposit shall constitute a failure be held by PSLT-BLC Holdings for the account of BLC Holdings or such other party posting the Security Deposit, and shall be distributed to pay Additional Rent and Tenant shall have ten BLC Holdings or such other party on the fifteenth (1015th) days from day after the date end of notice to cure such defaulteach Lease Year.

Security Deposit. 5.1 Upon its execution of this Lease, Tenant shall deposit the sum of $150,000.00 in cash with the Landlord (the amount “Security Deposit”) which Security Deposit shall secure the faithful performance and observance by Tenant of the Security Deposit specified on [Page One]terms, covenants, conditions, agreements and provisions of this Lease. The Security Deposit will be returned to If Tenant without interest upon the expiration is in an Event of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure periodDefault, Landlord may use, apply all, or retain the whole or any part of the Security Deposit to amounts owed the extent required for the payment of any Fixed Rent, Additional Rent or any other sum as to which Tenant is in default (beyond any applicable notice and cure period) or for any sum which Landlord may expend or may be required to expend by reason of Tenant’s default (beyond any applicable notice and cure period) in respect of any of the terms, covenants, conditions, agreements and provisions of this Lease, including, but not limited to, any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event Landlord elects to apply the Security Deposit as provided for aboveis applied by Landlord, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant original amount. The Security Deposit (less any deductions permitted hereunder) shall be returned to Tenant, without interest, within a reasonable period (not to exceed thirty (30) days) after the expiration of this Section 8Lease and after delivery of entire possession of the Premises to Landlord. In the event of a sale of the land and the building of which the Premises form a part, Landlord shall either (i) transfer the Security Deposit to Tenant and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit or (ii) transfer the Security Deposit to the new Landlord in which case Tenant agrees to look to the new Landlord solely for the return of said Security Deposit. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. In the event of any bankruptcy or other insolvency proceeding against Tenant’s failure , it is agreed that the Security Deposit held hereunder shall be deemed to replenish be applied by Landlord to Rent and other charges due to Landlord for the last month of the Lease Term and each preceding month until such Security Deposit is fully applied. 5.2 Provided that Tenant is not in an Event of Default, upon written request from Tenant, Landlord shall promptly return $50,000 to Tenant and the Security Deposit shall constitute a failure be reduced to pay Additional Rent and Tenant shall have ten $100,000.00 after the thirty-sixth (1036th) days from month following the date of notice to cure such defaultLease Commencement Date.

Security Deposit. Upon the execution of this Lease, Tenant shall deposit with Landlord a Letter of Credit as described in this Section (the amount “Letter of Credit”), as security for the punctual performance of each and every obligation of Tenant under this Lease. Tenant shall simultaneously deliver to Landlord such documentation as Landlord may reasonably require to demonstrate that Tenant’s obligation to the issuer of the Letter of Credit is a secured obligation. In no event shall the Security Deposit specified on [Page One], be deemed to be a prepayment of this LeaseRent nor shall it be considered a measure of liquidated damages. The Security Deposit will Letter of Credit shall be returned an irrevocable standby letter of credit, in form and content and issued by Silicon Valley Bank or another commercial bank satisfactory to Tenant without interest upon the expiration Landlord in its sole discretion (Landlord agreeing not to unreasonably withhold, delay or condition its approval of the Term of the Lease, provided another commercial bank with a credit rating at that time from ▇▇▇▇▇’▇ Investors Service or Standard & Poor’s equal to or better than that of Silicon Valley Bank as of the date of this Lease), which Letter of Credit shall provide that it may be drawn upon in Boston, Massachusetts (i) in part or in whole, upon the presentation of a sight draft accompanied by a certificate signed by a representative of Landlord, setting forth the amount due to Landlord by reason of the occurrence of an Event of Default by Tenant hereunder, or (ii) in whole, upon the presentation of a sight draft accompanied by a certificate signed by a representative of Landlord, stating that (a) such Letter of Credit will expire within thirty (30) days of such certificate, and (b) Tenant has paid all amounts not deposited a substitute Letter of Credit in the form, amount and issued by a bank as required by this Section. Any payment drawn by Landlord under the Letter of Credit pursuant to clause (ii) of the preceding sentence shall be held by Landlord as a cash Security Deposit (“Cash Security”) pursuant to the provisions of this Article. Landlord may commingle any Cash Security with Landlord’s other funds, and no interest shall be due under thereon. The Letter of Credit shall remain in full force and effect for a period of at least one hundred twenty (120) days beyond the expiration of the Term. Tenant shall deposit the original Letter of Credit with Landlord and shall keep the Letter of Credit in full force and in compliance with the provisions of this Lease and has otherwise performed all obligations hereunderthroughout the Term. Landlord may apply the Security Deposit towards any Event of Default by Tenant and/or damages sustained by Landlord as a result thereof. In the event that Landlord so draws upon and applies or retains any portion or all of the proceeds of the Letter of Credit, or so applies all or any portion of the Cash Security, Tenant defaults shall pay to Landlord, as Additional Rent, the amount so expended by Landlord (or shall deliver an amendment to the Letter of Credit increasing the amount of the Letter of Credit by the amount so drawn by Landlord) within three (3) Business Days of notice given by Landlord so that at all times (subject to the 3-Business Day grace period herein referenced) Landlord shall be entitled to draw down upon the full aggregate amount of the Letter of Credit or hold the full Cash Security, or some combination thereof. Notwithstanding anything contained in this Lease to the contrary, any failure of Tenant to restore any amount drawn under the Letter of Credit or expended from the Cash Security within the time and manner specified in this Section shall immediately constitute an Event of Default hereunder (without the necessity of any provision additional notice or the passage of any additional time) and entitle Landlord to immediately draw down the Letter of Credit then in force or effect and Landlord shall retain such cash amounts as a Security Deposit pursuant to the provisions of this LeaseSection. Tenant shall be solely responsible for the payment of all costs associated with obtaining, replacing (as necessary), transferring, extending and after maintaining the expiration Letter of any applicable cure period, Landlord may apply all, Credit in accordance with the terms of this Section. The application of all or any part of the Security Deposit to amounts owed any Event of Default of Tenant under this Lease shall not deprive Landlord of any other rights or remedies Landlord may have, nor shall such application by TenantLandlord constitute a waiver by Landlord. In addition, in the event of a termination based upon an Event of Default of Tenant under this Lease, or a rejection of the Lease pursuant to the provisions of the Federal Bankruptcy Code, Landlord elects shall have the right to apply the Security Deposit as provided (from time to time, if necessary) to cover up to the full amount of damages and other amounts due from Tenant to Landlord under the Lease. Any amounts so applied shall, at Landlord’s election, be applied first to any unpaid Rent and other charges which were due prior to the filing of the petition for above, Tenant protection under the Federal Bankruptcy Code. Landlord shall promptly restore such assign the Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance purchaser of the Building, and thereafter Landlord shall have no further responsibility therefor. Upon request of Landlord or any such purchaser of the Building, Tenant shall, at its expense, cooperate with Landlord in obtaining an amendment to or replacement of any Letter of Credit which Landlord is then holding so that the amended or new Letter of Credit reflects the name of the new owner of the Building. Within one hundred twenty (120) days after the expiration or earlier termination of the Term, Landlord shall inspect the Premises, make such draw upon the Letter of Credit or apply all or any portion of the Cash Security as may transfer be required to cure any Event of Default by Tenant hereunder or to make payment on account of damages suffered by Landlord, and, if no Event of Default is then continuing, Landlord shall redeliver the original Letter of Credit (as may have previously been drawn on by Tenant) or pay the balance of the Cash Security, as the case may be, to Tenant. Notwithstanding the foregoing, provided that: (i) no Event of Default on the part of Tenant has occurred prior to the applicable “Reduction Date” (as hereinafter defined), and no such Event of Default is continuing as of such Reduction Date, and (ii) (a) with respect to the first Reduction Date, Tenant demonstrates to Landlord’s reasonable satisfaction that at all times during the twelve (12) months prior to such Reduction Date Tenant has held unrestricted cash in an amount equal to at least three (3) times the then-applicable amount of Base Rent for the next twelve (12) months commencing on such Reduction Date, or (b) with respect to the second Reduction Date, Tenant demonstrates to Landlord’s reasonable satisfaction that at all times during the twelve (12) months prior to such Reduction Date Tenant has held unrestricted cash in an amount equal to at least two (2) times the then-applicable amount of Base Rent for the next twelve (12) months commencing on such Reduction Date; and (iii) the Lease is then in full force and effect, Landlord agrees to accept a reduction in the amount of the Letter of Credit which it is then holding so as to cause the total Security Deposit to be reduced as of each Reduction Date to the amount shown in the following schedule: Reduction Date New Reduced Amount of Security Deposit 1st day of 37th month after 9 months of Base Rent and Operating Costs Rent Commencement Date at then-current rates as of the Reduction Date 1st day of 61st month after 6 months of Base Rent and Operating Costs Rent Commencement Date at then-current rates as of the Reduction Date Any reduction in a Letter of Credit held by Landlord as the Security Deposit (shall be accomplished by Tenant providing Landlord with a substitute Letter of Credit in the reduced amount in exchange for the existing Letter of Credit(s) which Landlord is then holding, or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything by an amendment to the contrary in the paragraph aboveexisting Letter of Credit(s) then held by Landlord, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form and substance reasonably acceptable to Landlord, and issued which is accepted by Landlord in writing. If Tenant does not satisfy the requirements for a bank reasonably acceptable reduction in the amount of the Letter of Credit on a Reduction Date as specified above, then Tenant shall have the right to extend such Reduction Date for up to four (4) months by written notice given to Landlord (prior to such Reduction Date in order to enable Tenant to satisfy such requirements as of such extended Reduction Date; failing which Tenant shall be deemed to have irrevocably forfeited its right to the “corresponding reduction in the amount of the Letter of Credit”) as security, provided Credit (but such a forfeiture of Tenant’s right to the first reduction in the amount of the Letter of Credit shall be delivered not affect Tenant’s right to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to receive the issuer second reduction in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part amount of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter if the requirements of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults paragraph are timely satisfied with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultsecond reduction).

Security Deposit. Upon execution of Within five (5) business days after the date on which this LeaseLease is executed by Lessee and Lessor, Tenant Lessee shall deposit with Landlord Lessor a Security Deposit equal to twelve (12) months of Base Rent estimated in the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease Twenty Five Million Seven Hundred Forty Thousand Dollars and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit no Cents (or any amount of the Security Deposit remaining$25,740,000.00) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of cash or an unconditional, clean, irrevocable standby letter of credit, with Lessor as beneficiary and providing for payment on presentation of Lessor's drafts on sight without documents and drawable in whole or in part on a money center bank in San Francisco approved by Lessor and otherwise in a form acceptable to LandlordLessor, all in its sole discretion, with a term of at least twelve (12) months and with a term during the last year of the Lease Term which includes at least one full month following the Expiration Date (the "Security Deposit"). The Security Deposit shall be held by Lessor as security for the faithful performance by Lessee of all of the terms, covenants, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies conditions of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable Lease applicable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this LeaseLessee. If Tenant Lessee defaults with respect to any provision of this Lease beyond applicable notice and cure periodsLease, including but not limited to to, the provisions relating to the payment construction of RentTenant Improvements and the condition of the Premises upon Lease Termination, Landlord Lessor may draw upon (but shall not be required to) use, apply or retain all or any part of Tenant’s Letter the Security Deposit for the payment of Creditany amount which Lessor may spend by reason of Lessee's default or to compensate Lessor for any loss or damage which Lessor may suffer by reason of Lessee's default and if all or any part of the Security Deposit is in the form a of a letter of credit, Lessor may draw on all or any part of same and thereafter retain any unapplied portion as a cash Security Deposit. If any portion of the Security Deposit is so used, used or applied, or retainedLessee Shall, Tenant will within ten (10) days after written demand from Landlordtherefor, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, deposit cash with Lessor in an amount sufficient to restore the Security Deposit to its required amount original amount. Lessee's failure to do so shall be a material default and breach of this Lease by Lessee. The rights of Lessor pursuant to this Section 84.06. Tenant’s are in addition to any rights which Lessor may have pursuant to Article XII below. If Lessee fully and faithfully performs every provision of this Lease to be performed by it, the Security Deposit or any balance thereof shall be returned (without interest) to Lessee (or, at Lessor's option, to the last assignee of Lessee's interests hereunder) at Lease expiration or termination and after Lessee has vacated the Premises. Lessor shall not be required to keep the Security Deposit separate from Lessor's general funds or be deemed a trustee of same. If the Security Deposit is in whole or in part in the form of a Letter of Credit, failure of Lessee to replenish deliver a replacement Letter of Credit to Lessor at least forty-five (45) business days prior to the expiration date of any current Letter of Credit shall constitute a separate default entitling Lessor to draw down immediately and entirely on the current Letter of Credit and the proceeds shall constitute a cash Security Deposit. The amount of the Security Deposit shall constitute be reduced to a failure cash amount equal to pay Additional three months of Base Rent at the rate scheduled for the final year of the initial Lease Term, in cash, upon Lessee's achievement of four (4) consecutive calendar quarters of an annualized run rate of $750,000,000.00 in revenue and Tenant shall have ten (10) days from the date of notice to cure such default$100,000,000.00 in net income.

Security Deposit. Upon (a) Simultaneously with the execution and delivery of this Lease, Tenant shall deposit with Landlord deliver the Security Deposit to Landlord, which shall be in the form of an irrevocable letter of credit (“Letter of Credit”) in the amount set forth in Section 1.3 hereof, and which satisfies the conditions of this Lease. (b) Such Letter of Credit must satisfy all of the following conditions: (i) the Letter of Credit must be in the form of Exhibit E hereto or in such other form as is approved by Landlord in its sole and absolute discretion, with an expiration date not less than ninety (90) days after this Agreement terminates or expires; (ii) the beneficiary of the Letter of Credit must be Landlord or Landlord’s designee; (iii) the Letter of Credit must be irrevocable, unconditional and transferable one or more times without charge; (iv) the Letter of Credit must be issued by a bank satisfactory to Landlord in its sole and absolute discretion; (v) the Letter of Credit must provide that it may be drawn at a location in Boston, Massachusetts or another location acceptable to Landlord, and (vi) the Letter of Credit must be in a form approved by the Mortgagee (as hereinafter defined) in its reasonable discretion. If, at any time, the issuer of the Letter of Credit gives notice of its election not to renew, extend and/or reissue and/or not to honor the Letter of Credit, then Tenant shall, on or before thirty (30) days prior to the expiration of the term of the Letter of Credit, deliver to Landlord (1) a replacement Letter of Credit satisfying all of the above conditions or (2) cash in the full amount of the expiring Letter of Credit; and if Tenant fails to timely deliver to Landlord a replacement Letter of Credit as provided above or cash in the full amount of the expiring Letter of Credit, Landlord may draw on the Letter of Credit and hold and apply the proceeds of such drawing as the Security Deposit pursuant to the terms hereof. If (x) Landlord shall, in Landlord’s sole discretion, feel insecure with the creditworthiness of the bank issuing the Letter of Credit and Tenant shall fail, within ten (10) days after notice, to either provide a replacement Letter of Credit as provided above or provide Landlord cash in the full amount of the existing Letter of Credit, or (y) Tenant fails to provide Landlord with cash in the full amount of the Letter of Credit within ten (10) days after (I) any proceedings under the Bankruptcy Code or any insolvency law are instituted with the bank as debtor or (II) the bank issuing the Letter of Credit is anticipated, in Landlord’s reasonable opinion, to be taken over or is taken over by the Federal Deposit Insurance Corporation, the Resolution Trust Corporation or a similar entity, then such failure by Tenant under clauses (x) or (y) of this sentence shall constitute a default and, in addition to any other rights which Landlord might have by reason of such default, Landlord may draw on the Letter of Credit and hold and apply the proceeds of such drawing as part of the Security Deposit specified pursuant to the terms hereof. Tenant shall be responsible to pay Landlord for all actual out-of-pocket costs and expenses, including reasonable attorneys’ fees arising out of or related to a draw on [Page One], the Letter of this LeaseCredit. The Security Deposit will be returned Subject to Tenant without interest upon Landlord’s right to require a replacement letter of credit as provided above if the expiration Landlord shall hereafter feel insecure with the creditworthiness of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease Fargo Bank, National Association, Landlord hereby approves the use of ▇▇▇▇▇ Fargo Bank, National Association as the initial issuing bank for the Letter of Credit. (c) The Security Deposit is security for the faithful performance and has otherwise performed all obligations hereunder. In observance by Tenant of the event that Tenant defaults under any provision terms, provisions and conditions of this Lease, and after . It is agreed that in the expiration event Tenant defaults in respect of any of the terms, provisions and conditions of this Lease or would be in default but for the passage of time or the giving of notice or both or if such passage of time or giving of notice is interrupted, stayed, barred or tolled by applicable cure periodlaw or legal proceeding or at the end of the Lease Term, Landlord may use, apply all, or retain the whole or any part of the Security Deposit without notice to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit and to the original amount. extent required for payment of any Base Rent, Additional Rent, or any other sum that is due Landlord may, at its discretion, commingle such funds with its other funds, Upon or for any sale or other conveyance of the Building, sum which Landlord may transfer the Security Deposit (expend or any amount of the Security Deposit remaining) may be required to a successor/owner, and ▇▇▇▇▇▇ agrees expend pursuant to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to any damage or deficiency accrued before or after summary proceedings or other re-entry by Landlord, including the provisions relating costs of such proceeding or re-entry and further including, without limitation, reasonable attorney’s fees. It is agreed that Landlord shall always have the right to apply the payment of RentSecurity Deposit, Landlord may draw upon all or any part thereof, as aforesaid, without notice and without prejudice to any other remedy or remedies which Landlord may have, or Landlord may pursue any other such remedy or remedies in lieu of Tenant’s Letter of Credit. If any portion of applying the Security Deposit is so usedor any part thereof. No interest shall be payable on the Security Deposit, applied, and Landlord has the right to commingle the Security Deposit with other funds of Landlord. If Landlord shall apply the Security Deposit in whole or retainedin part, Tenant will within ten (10) days after written demand from Landlordshall, provide upon demand, pay to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an the amount sufficient so applied to restore the Security Deposit to its required amount pursuant original amount. Because Taxes, Operating Costs and other Additional Rent are subject to this Section 8. Tenant’s failure annual reconciliation based on actual amounts (together with all other amounts due from Tenant to replenish Landlord, collectively referred to herein as “Final Amounts Due”) determined to be due, in addition to the other rights provided herein to Landlord regarding the Security Deposit and notwithstanding anything to the contrary contained herein, Landlord shall constitute have the right, in its sole discretion, upon the end of the Lease Term and Tenant’s yield-up of the Premises in accordance with the terms of this Lease to hold all or a failure portion of the Security Deposit (or whatever amount remains after Landlord exercises its other rights hereunder), including, without limitation, drawing on a Letter of Credit, until ninety (90) days after the termination or earlier expiration of this Lease and Tenant yielding up the Premises pursuant and satisfying the other provisions of this Lease (“Outside Determination Date”), by which time (or an earlier date at Landlord’s election), Landlord shall do the following: (i) if the Final Amounts Due are known, Landlord shall deduct the Final Amounts Due from the remaining Security Deposit and return any balance of the Security Deposit to Tenant, and (ii) if the Final Amounts Due are not known Landlord shall estimate the Final Amounts Due by the Outside Determination Date and deduct the Final Amounts Due from the remaining Security Deposit, with any adjustments to be made once the Final Amounts due are determined. If the remaining Security Deposit, if any, is not sufficient to pay Additional Rent and Tenant’s obligations hereunder, Tenant shall have pay the same within ten (10) days of billing from Landlord. In the date event of notice a sale or other transfer of Landlord’s Property, or leasing of the entire Landlord’s Property including the Premises subject to cure Tenant’s tenancy hereunder, Landlord shall transfer the Security Deposit then remaining to the purchaser or other transferee and Landlord shall thereupon be released from all liability for the return of such defaultSecurity Deposit to Tenant; and Tenant agrees to look solely to the new landlord for the return of the Security Deposit then remaining. The holder of any mortgage upon Landlord’s Property shall never be responsible to Tenant for the Security Deposit or its application or return unless the Security Deposit shall actually have been received in hand by such holder. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. This Section shall survive the expiration or earlier termination of this Lease.

Security Deposit. Upon execution of this Lease, Tenant Sublessee shall deposit with Landlord the amount of Sublessor the Security Deposit specified on [Page One]in accordance with the provisions of Section 1 above as security for the full and faithful performance by Sublessee of all of the terms, covenants and conditions of this LeaseSublease upon Sublessee’s part to be performed. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to If Sublessor shall apply the Security Deposit as provided for abovein whole or in part, Tenant shall promptly restore such Security Deposit Sublessee shall, upon demand, pay to Sublessor the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient applied to restore the Security Deposit to its required amount original amount. If the Security Deposit is paid in cash, all interest and earnings shall by payable to Sublessee annually in arrears on September 1 of each year (and pending such disbursement shall be considered part of the deposit as accrued) and shall be held in a liquid account or an account that can be liquidated without forfeiture of principal at a bank or alternative institutional depository in Boston selected by Sublessor. In lieu of depositing cash pursuant to this Section 8Section, Sublessee may deliver to Sublessor an unconditional and irrevocable letter of credit in favor of Sublessor, in the form attached as Exhibit C to this Sublease, drawn upon a bank as Sublessor may approve, for the principal sum of $126,594.96 as security for the faithful performance and observance by Sublessee of the terms, provisions, and conditions of this Sublease. Tenant’s failure So long as Sublessee is not in default under any of the terms, provisions, and conditions of this lease after notice and beyond any applicable cure period, Sublessor will return the letter of credit to replenish Sublessee, and it may be canceled or permitted to expire at the expiration of this Sublease. If the term of any letter of credit held by Sublessor will expire prior to the expiration date of the term of this Sublease, and it is not extended or a new letter of credit for an extended period of time is not substituted within thirty (30) days prior to the expiration date of the letter of credit, then Sublessor may make demand for the principal amount of the letter of credit and hold such funds as if a cash Security Deposit was being held in accordance with the terms of this Section. At any time that Sublessee is in default under the terms of this Sublease after notice and beyond any applicable cure period, Sublessor may make demand for the principal amount of the letter of credit, and hold such funds as if a cash Security Deposit was being held in accordance with the terms of this Section. Upon written request therefor from Sublessee after the expiration of the Sublease Term (and in any event within thirty (30) days following the expiration of the Sublease Term), Sublessor shall return to Sublessee any balance of the Security Deposit not otherwise applied by Sublessor. The provisions of this Section shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from survive the date expiration or earlier termination of notice to cure such defaultthis Sublease.

Security Deposit. Upon execution Landlord acknowledges receipt, subject to clearance if by check, from Tenant of an amount as specified in the Basic Lease Provisions hereof as the Security Deposit, such amount as partial consideration for Landlord to enter into this Lease, and which is to be held as collateral security for the payment of any rentals and other sums of money payable by Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise for the faithful performance of all other covenants and agreements of Tenant hereunder; amount of said Security Deposit without interest to be repaid to Tenant after the termination of this Lease and any renewal thereof, provided Tenant shall have made all such payments, performed all obligations such covenants and agreement and left Demised Premises in same physical condition as when Tenant first occupied Demised Premises, normal wear and tear excepted, and has made no modifications requiring a building permit without first obtaining such permit and consent of Landlord. Upon any default by Tenant hereunder, after expiration of any applicable notice or cure period set forth herein, all or part of said Security Deposit may at Landlord’s sole option, be applied on account of such defaults, and thereafter Tenant shall promptly restore the resulting deficiency in Security Deposit. Tenant hereby irrevocably waives the benefit of any provision of law requiring such Security Deposit to be held in escrow or by a third party, and said Security Deposit shall (subject to the terms and conditions set forth herein) remain the property of Tenant, but may be co-mingled by Landlord (with its own funds). In the event that Tenant defaults under any provision of this Lease, and after Landlord’s interest in the expiration of any applicable cure periodDemised Premises be sold, Landlord may apply alldeliver or merely credit the funds deposited hereunder by Tenant to the purchaser of Landlord’s interest; and, or any part thereupon, provided such purchaser acknowledges receipt of the Security Deposit Deposit, Landlord shall by virtue of such circumstance and these terms fully, finally, and absolutely be discharged from any further liability with respect to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit Deposit; and this provision shall also apply to the original amountbenefit of any and all other deposits; and this provision shall also apply to the benefit of any and all subsequent transferees. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ Tenant agrees to that Tenant will look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary Landlord or its successor(s) in interest, as applicable, for the paragraph above, in lieu return of a cash its Security Deposit, and not in any event to any mortgagee who has assumed Landlord’s position, either by mortgagee in possession, foreclosure or the acceptance of a deed in lieu thereof, unless said mortgagee shall have first in writing actually acknowledged receipt of that specific Security Deposit. Tenant may deliver the further agrees that Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) cannot be used as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlordlast month’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultrent.

Security Deposit. Upon (a) Contemporaneously with the execution of this Lease, Tenant shall deposit with pay to Landlord the amount Security Deposit, which shall be held by Landlord to secure Tenant's performance of the Security Deposit specified on [Page One], of its obligations under this Lease. The Security Deposit will be returned is not an advance payment of Rent or a measure or limit of Landlord's damages upon an Event of Default. Landlord may, from time to Tenant time following an Event of Default and without interest upon the expiration of the Term of the Leaseprejudice to any other remedy, provided that ▇▇▇▇▇▇ has paid use all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any a part of the Security Deposit to amounts owed by Tenantperform any obligation Tenant fails to perform hereunder. In Following any such application of the event Security Deposit, Tenant shall pay to Landlord elects on demand the amount so applied in order to apply restore the Security Deposit as provided for aboveto its original amount. Provided that Tenant has performed all of its obligations hereunder, Landlord shall, within thirty (30) days after the Term ends, return to Tenant the portion of the Security Deposit which was not applied to satisfy Tenant's obligations. The Security Deposit may be commingled with other funds, and no interest shall promptly restore such be paid thereon. If Landlord transfers its interest in the Premises and the transferee assumes Landlord's obligations under this Lease, then Landlord may assign the Security Deposit to the original amount. transferee and Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of thereafter shall have no further liability for the Building, Landlord may transfer the Security Deposit (or any amount return of the Security Deposit remainingDeposit. (b) Tenant shall have the right to deliver to Landlord an unconditional, irrevocable commercial letter of credit ("Letter of Credit") in substitution for the cash Security Deposit. The Letter of Credit shall be (a) in form and substance satisfactory to Landlord; (b) in the amount set forth in the Lease Summary; (c) issued by First Union National Bank (or its successor that meets the criteria set forth in this Subsection 23(b)) in a successor/ownerNew York, New York metropolitan area or northern New Jersey federally insured branch (i) organized under the laws of the United States of America or any state thereof; (ii) doing business in the United States of America; (iii) subject to state or federal banking regulatory authorities; (iv) having a combined capital, surplus and undivided profits (less any undivided losses) of not less than five hundred million dollars ($500,000,000.00); and (v) having a commercial paper rating of A-1 (or the equivalent) from Standard & Poor's Corporation or P-1 (or the equivalent) from ▇▇▇▇▇'▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph aboveInvestors Service, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, Inc. and issued by a bank otherwise reasonably acceptable to Landlord (collectively "Bank Criteria"); (d) payable in full or partial draws upon presentation of the “Letter of Credit”Credit to the issuer together with a letter on Landlord's letterhead stating that Landlord is entitled to the Letter of Credit proceeds; (e) made expressly transferable and assignable to the Landlord from time to time of the Building, the holder or trustee, as securityapplicable, provided under any mortgage, and any receiver of such Landlord (it being agreed that the Letter of Credit shall be delivered only to Landlord with executed copies any of this Lease. The such persons or entities); and include an "evergreen" provision which provides that the Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ days prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing such that the Letter of Credit provides remains in effect through the sixtieth (60th) day after the expiration of the Lease Term and Renewal Term, if applicable. Landlord with a cancellation notice, Landlord may immediately shall be permitted to draw upon all or any part of the Letter of Credit and apply all or a portion of the proceeds thereof necessary to compensate Landlord for any matter to which the Security Deposit is permitted to be applied hereunder, and to retain the remaining proceeds thereof for the remainder of the Lease Term and Renewal Term, as applicable, as a cash Security Deposit. Within three (3) days after written notice of Landlord's use of all or a portion of the proceeds of the Letter of Credit, Tenant shall provide deposit with Landlord with cash in an additional irrevocable stand-amount sufficient to replace the funds so used by letter of credit as provided belowLandlord and the entire Security Deposit shall thereafter be held by Landlord in cash. Any and all fees or costs charged by Landlord also shall have the issuer in connection with right to draw upon the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by in any of the following circumstances, without any further notice of any kind except as expressly specified in this Subsection 23(b): (i) if Tenant fails to deliver to Landlord a replacement Letter of Credit shall remain effective through complying with the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision terms of this Lease beyond applicable notice and cure periodssubsection (from a financial institution other than the issuer, including but not limited to or successor thereto, of the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s then-current Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will ) within ten (10) days after written demand from Landlordby Landlord after the financial condition of the issuing bank (or the successor thereto) is reduced below a rating of the Bank Criteria or (ii) if Tenant fails to provide Landlord with any renewal or replacement Letter of Credit complying with the terms of this Subsection 23(b) at least twenty-five (25) days prior to the expiration of the then-current Letter of Credit. Landlord shall not be required to pay any interest on any proceeds drawn under the Letter of Credit or to maintain any such proceeds in a separate account. Within sixty (60) days after the later of (i) the expiration of the Term or Renewal Term, provide as applicable, of this Lease or (ii) Tenant's vacating the Leased Premises (and not then being in default hereunder), Landlord shall return the Letter of Credit and all proceeds thereof being held by Landlord (less such portions thereof as Landlord may have used to satisfy Tenant's obligations or liabilities to Landlord and less such other sums as Landlord reasonably expects to be due from Tenant). Tenant expressly waives any right it might otherwise have to prevent Landlord from drawing on the Letter of Credit and agrees that an additional irrevocable, stand-by letter of credit, which action for damages and not injunctive or other equitable relief shall be Tenant's sole remedy in form and substance satisfactory the event Tenant disputes Landlord's claim to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore any such amounts. Neither the cash Security Deposit nor any drawing under the Letter of Credit shall be deemed to its required amount pursuant to be liquidated damages in the event of a breach by Tenant of this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultLease.

Security Deposit. 11.1 Upon its execution of this Lease, Tenant shall deposit with deliver to Landlord the amount an irrevocable unconditional standby letter of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, credit in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby security deposit. Such letter of creditcredit shall be in form attached hereto as Exhibit “H”. Tenant shall cooperate with Landlord to effect any modifications, transfers or replacements of the letter of credit requested by Landlord in order to assure that Landlord is at all times fully secured by a form acceptable to valid letter of credit that may be drawn upon by Landlord, its successors and issued by a bank reasonably acceptable assigns. Notwithstanding anything in this Lease to Landlord (the “contrary, any cure or grace period provided in connection with an Event of Default shall not apply to any deficiency in, or lapse of, the Letter of Credit”) as security, provided and, specifically, if the letter or credit is not timely renewed, then an immediate Event of Default shall occur and Landlord shall have the right to immediately draw upon the letter of credit without notice to Tenant and apply the proceeds to the security deposit. Each Letter of Credit shall be delivered issued by a commercial bank that has a credit rating with respect to Landlord with executed copies certificates of this Lease. The Letter deposit, short term deposits or commercial paper of Credit shall at least A-2 (ior equivalent) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-’▇ Investor Service, Inc., or at least P-2 (or equivalent) by Letter of Credit Standard & Poor’s Corporation, and shall remain effective through the date that is sixty (60) days following the expiration date this Leasebe otherwise acceptable to Landlord in its sole and absolute discretion. If the issuer’s credit rating is reduced below A-2 (or equivalent) by ▇▇▇▇▇’▇ Investors Service, Inc. or below P-2 (or equivalent) by Standard & Poor’s Corporation, or if the financial Table of Contents condition of such issuer changes in any other materially adverse way, then Landlord shall have the right to require that Tenant defaults obtain from a different issuer a substitute letter of credit that complies in all respects with respect to any provision the requirements of this Lease beyond applicable notice Section, and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter failure to obtain such substitute letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will credit within ten (10) days after following Landlord’s written demand from Landlordtherefor (with no other notice or cure or grace period being applicable thereto, provide notwithstanding anything in this Lease to the contrary) shall entitle Landlord an additional irrevocableto immediately draw upon the then existing Letter of Credit in whole or in part, stand-by without notice to Tenant. In the event the issuer of any letter of creditcredit held by Landlord is insolvent or is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation, which or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for the issuer, then, effective as of the date of such occurrence, said Letter of Credit shall be in form and substance satisfactory deemed to Landlordnot meet the requirements of this Section, issued by a bank reasonably acceptable to Landlordand, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have within ten (10) days from thereof, Tenant shall replace such Letter of Credit with other collateral acceptable to Landlord in its sole and absolute discretion (and Tenant’s failure to do so shall, notwithstanding anything in this Lease to the date contrary, constitute an Event of Default for which there shall be no notice or grace or cure periods being applicable thereto other than the aforesaid ten (10) day period). Any failure or refusal of the issuer to honor the letter of credit shall be at Tenant’s sole risk and shall not relieve Tenant of its obligations hereunder with respect to the security deposit. 11.2 Within approximately thirty (30) days after the later of the expiration or earlier termination of the Lease Term or Tenant’s vacating the Premises, Landlord shall return such letter of credit to Tenant, less such portion thereof as Landlord shall have appropriated to satisfy an Event of Default (or such other event which, with the giving of notice to cure such defaultor the passage of time or both, would constitute an Event of Default; provided that Landlord has delivered Tenant written notice thereof within the foregoing 30-day period) under this Lease.

Security Deposit. Upon execution of this Leasethe Lease Commencement Date, Tenant shall deposit with pay to Landlord the amount of Four Hundred Fifty Thousand ($450,000.00) Dollars, the “Security Deposit”, which shall be held as security for Tenant’s performance as herein provided and refunded to Tenant at the end of this Lease or any extensions thereto, subject to Tenant’s satisfactory compliance with the conditions hereof. Three Hundred Thousand ($300,000.00) Dollars initially deposited (the “PSA Deposit”) per the Purchase and Sale Agreement between Landlord and Tenant (MassGrow, LLC) dated January 9, 2019 (“PSA”), and herein attached as Exhibit C, shall be applied towards the Security Deposit specified on [Page One], of this LeaseDeposit. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply alluse, apply, or retain the whole or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply extent required for the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon payment of any sale rent or other conveyance payment due to Landlord hereunder or other sum which Landlord may expend or incur by reason of Tenant’s default in any of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies terms of this Lease, including, but not limited to, any damages or deficiency in the re-letting of the Premises, whether such damages or deficiencies accrued before or after summary proceedings or other re-entry by Landlord. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon If all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retainedapplied to an obligation of Tenant hereunder, Tenant will within ten (10) days after written demand from Landlord, provide to shall immediately upon the request by Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8original amount. Tenant’s failure to replenish Landlord shall return any unapplied balance of the Security Deposit shall constitute a failure to pay Additional Rent Tenant within thirty (30) days of the end of the term of this Lease. Thirty (30) days prior to Tenant’s scheduled demolition of the approximate 3,500 square foot rear portion of the Premises, identified in Exhibit A, and further identified in the construction plans and construction schedule outlined in Exhibit B, provided by Tenant and reviewed and approved by Landlord, Tenant shall have ten pay to Landlord additional security in the amount of Five Hundred Fifty Thousand (10$550,000.00) Dollars for the performance and completion of the construction process, the “Completion Guarantee”. Prior to the Completion Guarantee deposit, in no event shall Tenant demolish or structurally alter the back approximate 3,500 square foot portion of the Premises without Landlord’s prior written consent. The Completion Guarantee shall be refunded to Tenant in full within Five (5) days from the date after notice of notice to cure such defaultStore Opening and release of mechanical liens by Tenant’s contractors.

Security Deposit. Upon execution In accordance with the Annotated Code of Maryland, Real Property Article, Tenant has deposited with the Landlord/Agent the sum of Dollars ($ ), receipt of which is hereby acknowledged, which sum does not exceed two (2) months’ rent, which is to be held as collateral security and applied on any rent or unpaid utility ▇▇▇▇ that may remain due and owing at the expiration of this Lease, Tenant shall deposit with any extension thereof or holding over period, or applied to any damages to the premises in excess of ordinary wear and tear caused by the Tenant, the Tenant’s family, guests, employees, agents, or pets, or other damages and expenses suffered by Landlord the amount as a result of the Security Deposit specified on [Page One], a breach of any covenant or provision of this Lease. Tenant may not utilize the security deposit as rent and must not apply the same as the last month’s rent. The security deposit will be deposited and maintained in an escrow account in a federally insured financial institution which does business in the State of Maryland, devoted exclusively to security deposits, within thirty (30) days after it has been received. The security deposit may be held in insured certificates of deposit at branches of a federally insured financial institution within the State of Maryland or in securities issued by the federal government or the State of Maryland. The Landlord/Agent must provide the Tenant, within forty-five (45) days after the termination of the tenancy by first class mail directed to the last known address of the Tenant, a written list of any damages to the premises together with a statement of costs actually incurred. Within forty-five (45) days after the termination of the tenancy, the Landlord/Agent must return the deposit to the Tenant together with simple interest, which will accrue in the amount of 3% per annum less any damages rightfully withheld. Tenant’s obligations under this Lease may not end when Tenant ceases to occupy the premises. Repairs required may be so substantial or of such a nature that work will not be completed within the forty- five (45) day period following the termination of the tenancy. In such event, Landlord reserves the right to pursue Tenant for reimbursement for costs incurred to repair damages to the premises. In the event of a sale of the property upon which the premises are situated or the transfer or assignment by the Landlord/Agent of this Lease, the Landlord/Agent has the obligation to transfer the security deposit to the transferee. After the transfer is made and after written notice of same is given to the Tenant with the name and address of the new Landlord/Agent, Landlord/Agent is released from all liability for the return of the security deposit and the Tenant must look solely to the new Landlord/Agent for the return of his security deposit. It is agreed that the foregoing will apply to every transfer or assignment made of the security deposit to a new Landlord/Agent. In the event of any rightful or permitted assignment of this Lease by the Tenant to any assignee or sublessee, the security deposit is deemed to be held by the Landlord/Agent as a deposit made by the assignee or sublessee and the Landlord/Agent will have no further liability with respect to return of such security deposit to the assignor. The failure of the Landlord to comply with the Security Deposit will be returned Law may result in the Landlord being liable to the Tenant without interest upon for a penalty of up to three (3) times the expiration of Security Deposit withheld, plus reasonable attorney’s fees. The Landlord or Landlord’s estate, but not the Term of the Leasemanaging agent or court appointed receiver, provided that ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ has paid all amounts due under this County Single Family Lease and has otherwise performed all obligations hereunder. In Revised: 02/05 Page 2 of 12 remain liable to the event that Tenant defaults under any provision of this Lease, and after for the expiration of any applicable cure period, Landlord may apply all, or any part maintenance of the Security Deposit to amounts owed security deposit as required by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultlaw.

Security Deposit. Upon execution Section 35.1. Tenant has deposited with Landlord on the signing of this Lease the Security Deposit either by cash or by Letter of Credit (as defined and further described in Section 35.2), as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. Tenant agrees that in the event (i) of the occurrence of an Event of Default or (ii) Tenant has defaulted in the performance of any of its obligations under this Lease, including the payment of any item of Rental, and the transmittal of a Notice of default by Landlord is barred by applicable law, Landlord may draw the applicable portion of the cash Security Deposit or the entire amount of the Letter of Credit and use, apply or retain the whole or any part of such proceeds, to the extent required for the payment of any Fixed Rent, Escalation Rent, or any other sum as to which Tenant is in default, or for any sum that Landlord may expend or may be required to expend by reason of the default (including any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord). If Landlord applies or retains any portion or all of the proceeds of the Security Deposit, Tenant shall deposit with Landlord forthwith restore the amount so applied or retained by delivering additional cash or an additional or new Letter of Credit so that, at all times, the amount of the Security Deposit specified shall be the amount set forth on [Page One]the Reference Page. Provided there is no uncured default upon the expiration or sooner termination of this Lease, any balance of the Security Deposit held by Landlord and not used, applied or retained by Landlord as above provided, and any remaining Letter of Credit, shall be returned to Tenant within 30 days after the Fixed Expiration Date and after delivery of possession of the entire Premises to Landlord in accordance with the terms of this Lease. The If Tenant delivered a cash Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for aboveexecution hereof, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretionany time during the Term, commingle such funds substitute same with its other funds, Upon any sale or other conveyance a Letter of the Building, Landlord may transfer the Security Deposit (or any amount Credit. Section 35.2. Any Letter of the Security Deposit remaining) to Credit delivered by Tenant shall be a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby and unconditional letter of credit (such letter of credit, in and any replacement thereof as provided herein, is called a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) issued and drawn upon any commercial bank reasonably approved by Landlord (“Issuing Bank”), which Letter of Credit shall have a term of not less than one year, be in form and content satisfactory to Landlord, be for the account of Landlord and be in the amount of the Security Deposit set forth in the Reference Page. Any Issuing Bank that has a combined capital, surplus and undivided profits of at least $500 million and a financial strength rating of at least “A” and a long-term debt rating of at least “Aa”, as securitypublished by ▇▇▇▇▇’▇ Investors Services, provided Inc., or its successor (collectively, the “Issuing Bank Criteria”) is deemed approved. If at any time during the Term, the Issuing Bank does not maintain the Issuing Bank Criteria, then Landlord may so notify Tenant and, unless Tenant delivers a replacement Letter of Credit from another bank meeting the Issuing Bank Criteria within 30 days after receipt of such notice, Landlord may draw the full amount of the Letter of Credit shall be delivered to Landlord and hold the proceeds as a cash security deposit in accordance with executed copies of this Leaseall Laws. The Letter of Credit shall provide that: (iA) be unconditional, irrevocable, transferable, payable The Issuing Bank shall pay to Tenant upon presentment of original Landlord or its duly authorized representative an amount up to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date face amount of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part presentation of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by a sight draft in the issuer in connection with the amount to be drawn; (B) The Letter of Credit shall be paid deemed to be automatically renewed, without amendment, for consecutive periods of one year each during the Term, unless the Issuing Bank sends written notice (the “Non-Renewal Notice”) to Landlord by ▇▇▇▇▇▇. The irrevocable stand-by certified or registered mail, return receipt requested, at least thirty (30) days prior to the expiration date of the Letter of Credit, to the effect that it elects not to have such Letter of Credit renewed; (C) The Letter of Credit delivered in respect of the last year of the Term shall remain effective through the have an expiration date that is of not earlier than sixty (60) days following after the expiration date this LeaseFixed Expiration Date; and (D) The Letter of Credit shall be transferable by Landlord as provided in Section 35.4. Section 35.3. If Landlord receives a Non-Renewal Notice and Tenant defaults with respect fails to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s deliver a replacement Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will Credit within ten (10) days after written demand from Landlordthereafter, provide Landlord shall have the right to draw the entire amount of the Letter of Credit and to hold the proceeds as a cash Security Deposit. Landlord shall release such proceeds to Tenant upon delivery to Landlord an additional irrevocableof a replacement Letter of Credit complying with the terms hereof. Section 35.4. In the event of the sale or lease of the Building or the Real Property, stand-Landlord shall have the right to transfer the Security Deposit on notice to Tenant, without charge for such transfer, to the purchaser or lessee, and Landlord shall thereupon be released by letter Tenant from all liability for the return of creditsuch Security Deposit. In such event, which Tenant agrees to look solely to the new Landlord for the return of said Security Deposit. It is agreed that the provisions hereof shall be in form and substance satisfactory apply to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore every transfer or assignment made of the Security Deposit to a new Landlord. Tenant shall execute such documents as may be necessary to accomplish such transfer or assignment of the Letter of Credit. Section 35.5. Tenant covenants that it will not assign or encumber, or attempt to assign or encumber, the Security Deposit held hereunder, and that neither Landlord nor its required amount pursuant successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment, or attempted encumbrance. In the event that any bankruptcy, insolvency, reorganization or other debtor-creditor proceedings shall be instituted by or against Tenant, its successors or assigns, or any guarantor of Tenant hereunder, the security shall be deemed to be applied to the payment of the Fixed Rent and Additional Rent due Landlord for periods prior to the institution of such proceedings and the balance, if any, may be retained by Landlord in partial satisfaction of Landlord’s damages. Section 35.6. (A) Tenant has delivered a cash security deposit of $300,000 to CT under the Sublease (the “CT Security”). Pursuant to the Consent, on or before the first day of November in each of 2010, 2011, 2012 and 2013, CT shall deliver a portion of the CT Security equal to $75,000 to Landlord, which amounts shall be included in the Security Deposit and shall be held and disbursed by Landlord in accordance with this Section 8Article 35. If (i) Tenant defaults under the Sublease, (ii) CT uses the CT Security on account of such default and (iii) CT does not deliver the applicable portion of the CT Security to Landlord due to Tenant’s failure to replenish the CT Security Deposit in accordance with the Sublease, such failure by Tenant shall constitute a default under this Lease. Upon the Commencement Date, if Landlord has not received the entire $300,000 CT Security due to Tenant’s default under the Sublease, Tenant shall be obligated to deliver to Landlord any deficiency and Tenant’s failure to pay Additional Rent and Tenant do so shall have ten (10) days from the date of notice to cure such defaultconstitute a default under this Lease.

Security Deposit. Upon execution Tenant has deposited with Landlord a security deposit (the “Security Deposit”) for the performance of all of Tenant’s obligations hereunder in the amount set forth in the Letter of Credit section in the Basic Lease Information, which Security Deposit shall be in the form of an unconditional and irrevocable stand-by letter of credit (the “Letter of Credit”): (i) in form and substance reasonably satisfactory to Landlord, (ii) naming Landlord as beneficiary, (iii) expressly allowing Landlord to draw upon it at any time from time to time by delivering to the issuer notice that Landlord is entitled to draw thereunder pursuant to the terms of this Lease, (iv) issued by an FDIC-insured financial institution reasonably satisfactory to Landlord (“LC Issuing Bank”), (v) redeemable by presentation of LC Issuing Bank’s sight draft in person, by nationally recognized overnight courier or by facsimile; and (vi) having an expiration date not earlier than ninety (90) days after the Expiration Date or, in the alternative, have a term of not less than one (1) year and be automatically renewable for an additional one (1) year periods (provided, however, that the final Letter of Credit shall not expire earlier than ninety (90) days after the Expiration Date) unless, on or before the date forty-five (45) days prior to the expiration of the term of such Letter of Credit, the LC Issuer gives notice to Landlord of its election not to renew such Letter of Credit for any additional period pursuant thereto. If Tenant does not provide Landlord with a substitute Letter of Credit complying with all of the requirements hereof at least 10 days before the stated expiration date of any then current Letter of Credit, Landlord shall deposit with Landlord have the right to draw the full amount of the current Letter of Credit and hold the funds drawn in cash without obligation for interest thereon as the Security Deposit. The Security Deposit specified on [Page One], shall be held by Landlord as security for the performance of Tenant’s obligations under this Lease. The Security Deposit will be returned to is not an advance rental deposit or a measure of Landlord’s damages in case of Tenant’s default. Upon each occurrence of a Default (as defined in Paragraph 24) by Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, use all or any part of the Security Deposit to amounts owed pay delinquent payments due under this Lease, future rent damages under California Civil Code Section 1951.2, and the cost of any damage, injury, expense or liability caused by Tenantsuch Default, without prejudice to any other remedy provided herein or provided by law. In the event Landlord elects Landlord’s right to apply use the Security Deposit as provided for aboveunder this Paragraph 7 includes the right to use the Security Deposit to pay future rent damages following the termination of this Lease pursuant to Paragraph 25.5 below. Upon any use of all or any portion of the Security Deposit, Tenant shall promptly pay Landlord within twenty (20) days after receipt of written demand the amount that will restore such (by delivery of a replacement or amended Letter of Credit) the Security Deposit to the original amountamount set forth in the definition of “Letter of Credit” set forth in the Basic Lease Information of this Lease. Tenant hereby waives the provisions of any law, now or hereafter in force, including, without limitation, California Civil Code Section 1950.7, which provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, at its discretionin addition, commingle such funds with its claim those sums reasonably necessary to compensate Landlord for any other fundsloss or damage, foreseeable or unforeseeable, caused by the Default of Tenant or any of Tenant’s Agents under this Lease. Upon any sale bankruptcy or other conveyance of the Buildingdebtor-creditor proceedings against Tenant, Landlord may transfer the Security Deposit (or any shall be deemed to be applied first to the payment of Rent and other charges due Landlord for periods prior to the filing of such proceedings, subject to applicable bankruptcy law. If Tenant shall fully perform every provision of this Lease to be performed by Tenant and Landlord is holding cash in the amount of the Letter of Credit or cash proceeds therefrom, the Security Deposit remainingDeposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant within ninety (90) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at days after the successor/owner for repayment expiration or earlier termination of the samethis Lease. Notwithstanding anything to the contrary in the paragraph aboveIf, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided is holding the Letter of Credit upon the expiration or earlier termination of this Lease, Landlord shall be delivered comply with the LC Issuer’s requirements necessary to Landlord with executed copies cancel the Letter of Credit by the date that is ninety (90) days after the expiration or earlier termination of this Lease. The Notwithstanding anything contained in this Paragraph 7 to the contrary, if Landlord draws on the Letter of Credit for any reason, then Tenant shall have the right, upon ten (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (3010) days’ prior written notice to Landlord, to obtain a refund from Landlord of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part unapplied proceeds of the Letter of Credit which Landlord has drawn upon, any such refund being conditioned upon Tenant simultaneously delivering to Landlord a replacement Letter of Credit in the amount required by, and otherwise meeting the requirements contained in, this Paragraph 7. Notwithstanding anything to the contrary contained herein or in the 951 Gateway Lease, if requested by Landlord at any time following the date of this Lease, Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by cause the issuer in connection with LC Issuing Bank to bifurcate the Letter of Credit into two separate letters of credit, one securing Tenant’s obligations under the 951 Gateway Lease and the other securing Tenant’s obligations under this Lease. Such bifurcated letters of credit shall each be paid in an amount specified by ▇▇▇▇▇▇. The irrevocable stand-by Landlord, provided that the aggregate amount of such letters of credit shall equal the amount of the Letter of Credit immediately prior to such bifurcation. Concurrently with the bifurcation of the Letter of Credit, Landlord and Tenant shall remain effective through enter into a modification of the date that is sixty (60) days following 951 Gateway Lease and a modification of this Lease, which modifications shall amend Paragraph 7 of the expiration date 951 Gateway Lease and this Paragraph 7 to provide for separate, stand-alone security deposit provisions in the 951 Gateway Lease and this Lease. If Landlord transfers its interest in the Project or this Lease, Landlord shall either (a) transfer any Security Deposit then held by Landlord to a person or entity assuming Landlord’s obligations under this Paragraph 7, or (b) return to Tenant defaults any Security Deposit then held by Landlord and remaining after the deductions permitted herein. Upon such transfer to such transferee or the return of the Security Deposit to Tenant, Landlord shall have no further obligation with respect to any provision of this Lease beyond applicable notice the Security Deposit, and cure periods, including but not limited Tenant’s right to the provisions relating return of the Security Deposit shall apply solely against Landlord’s transferee. Landlord’s obligation respecting the Security Deposit is that of a debtor, not a trustee, and no interest shall accrue thereon. Notwithstanding anything to the payment of Rentcontrary contained in this Lease, Landlord may draw upon shall have the right to apply all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit in connection with any Defaults (as such term is so used, applied, or retained, Tenant will within ten (10defined in the 951 Gateway Lease) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore under the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default951 Gateway Lease.

Security Deposit. (a) Upon execution and delivery of this LeaseLease by Tenant, Tenant shall deposit with Landlord will deliver to Landlord, at Tenant’s option, either (i) an Irrevocable Letter of Credit (the “Letter of Credit”) in the amount of the Security Deposit specified on [Page One]Deposit, in substantially the form attached hereto as Exhibit F and made a part hereof or other form reasonably acceptable to Landlord, from a financial institution acceptable to Landlord, or (ii) a check in the amount of this Lease. The the Security Deposit will Deposit. (b) If Tenant elects to deliver the Letter of Credit under subsection (a) above, (i) Tenant shall cause the Letter of Credit to be returned to Tenant without interest upon maintained in full force and effect throughout the Lease Term and during the sixty (60) day period after the later of (A) the expiration of the Lease Term or (B) the date that Tenant delivers possession of the LeaseLeased Premises to Landlord, provided that ▇▇▇▇▇▇ has paid as security for the performance by Tenant of all amounts due under this Lease and has otherwise performed all of Tenant’s obligations hereunder. In the event that Tenant defaults under any provision of contained in this Lease, and after (ii) in the event that, during the Lease Term, Tenant fails to deliver to Landlord a renewal or replacement to the Letter of Credit by a date no later than thirty (30) days prior to its expiration date, Landlord shall have the right to demand and receive payment in full under the Letter of Credit and to hold the cash proceeds as the Security Deposit under this Lease. Tenant shall have the right to replace the Letter of Credit with a replacement Letter of Credit in form reasonably acceptable to Landlord, from a financial institution reasonably acceptable to Landlord, at any applicable cure periodtime and from time to time. At any time Tenant is entitled to the return of a Letter of Credit, including in the event Tenant provides a replacement Letter of Credit, Landlord will return such Letter of Credit and reasonably cooperate with Tenant in providing documentation authorizing the issuing bank of the Letter of Credit to terminate same. (c) In the event of a Default by Tenant, Landlord may apply all, all or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon cure all or any part of such Default; provided, however, that any such application by Landlord shall not be or be deemed to be an election of remedies by Landlord or considered or deemed to be liquidated damages. Tenant agrees to promptly deposit (either in cash or in the form of a Letter of Credit, at Tenant’s option), upon demand, such additional sum with Landlord as may be required to maintain the full amount of the Security Deposit. All sums held by Landlord pursuant to this Article 4 shall be without interest and may be commingled by Landlord. Provided that Tenant has fully and faithfully performed all of the provisions of this Lease, upon the expiration or earlier termination of this Lease, Landlord shall return the Letter of Credit or cash Security Deposit, as applicable, to Tenant, and Tenant shall provide Landlord with an additional irrevocable stand-by letter respect to a Letter of credit as provided below. Any Credit, execute and all fees or costs charged by deliver to the issuer in connection with of the Letter of Credit shall such instruments as may be paid reasonably required by ▇▇▇▇▇▇. The irrevocable stand-by Letter such issuer to effectuate the termination of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default.

Security Deposit. Upon execution Notwithstanding any other provision of this LeaseLease Agreement, Tenant shall the Town may, on any date, secure the payment of all or a portion of the Lease Payments remaining due by an irrevocable deposit with Landlord the amount Trustee or an escrow holder un- der an escrow deposit and trust agreement as referenced in Section 10.03 of the Security Deposit specified Indenture, of: (a) in the case of a security deposit relating to all Lease Payments, either (i) cash in an amount which, together with amounts on [Page One]deposit in the Revenue Fund and the Insurance and Condemnation Fund is sufficient to pay all unpaid Lease Payments, including the prin- cipal and interest components thereof, in accordance with the Lease Payment schedule set forth in Exhibit D, or (ii) Defeasance Obligations in such amount as will, in the written opin- ion of this Lease. The Security Deposit will an independent certified public accountant, together with interest to accrue thereon and, if required, all or a portion of moneys or Federal Securities or cash then on deposit and interest earnings thereon in the Revenue Fund and the Insurance and Condemnation Fund be returned fully sufficient to Tenant without interest upon pay all unpaid Lease Payments on their respective Lease Payment Dates; or (b) in the expiration case of a security deposit relating to a portion of the Term Lease Payments, a certificate executed by an Authorized Representative of the LeaseTown designating the portion of the Lease Payments to which the deposit pertains, provided that and either (i) cash in an amount which is sufficient to pay the portion of the Lease Payments designated in such Authorized Representative of the Town’s certificate, including the principal and interest components thereof, or (ii) ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇- ▇▇▇▇▇ agrees Obligations in such amount as will, together with interest to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary be received thereon, if any, in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form written opinion of an unconditionalindependent certified public accountant, clean, irrevocable standby letter of credit, in a form acceptable be fully sufficient to Landlord, and issued by a bank reasonably acceptable to Landlord (pay the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter Lease Payments designated in the aforesaid Authorized Representa- tive of credit, which shall be in form and substance satisfactory to Landlord, issued by the Town’s Representative’s certificate. In the event of a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount deposit pursuant to this Section 810.1 as to all Lease Payments and the payment of all fees, expenses and indemnifications owed to the Trustee, all obligations of the Town under this Lease Agreement shall cease and terminate, excepting only the obligation of the Town to make, or cause to be made, all payments from the deposit made by the Town pursuant to this Section 10.1 and title to the Property shall vest in the Town on the date of said deposit automatically and without further action by the Town or the Authority. Tenant’s failure Said deposit and interest earnings thereon shall be deemed to replenish the Security Deposit be and shall constitute a failure special fund for the payments provided for by this Section 10.1 and said obligation shall thereafter be deemed to pay Additional Rent be and Tenant shall have ten (10) days from constitute the date installment purchase obligation of notice the Town for the Property. Upon said deposit, the Authority will execute or cause to cure be executed any and all documents as may be necessary to confirm title to the Property in accordance with the provi- sions hereof. In addition, the Authority hereby appoints the Town as its agent to prepare, execute and file or record, in appropriate offices, such defaultdocuments as may be necessary to place record title to the Property in the Town.

Security Deposit. (a) Upon execution of this Lease, Tenant shall pay Landlord a Security Deposit in the amount of Seven Hundred and Fifty Thousand and 00/100 Dollars ($750,000.00), in the form of the promissory note attached hereto as Exhibit G and incorporated herein (the “Security Deposit Promissory Note”). The Security Deposit Promissory Note shall provide for the total amount due thereunder to be due and payable not later then five (5) days after any Default by Tenant that is not cured within the applicable cure period, if any applies. Provided the Tenant has demonstrated financial viability, as reasonably determined by Landlord or Landlord’s Mortgagee(s), on the fourth anniversary of the Lease Commencement, the principal amount of this Note shall be reduced from Seven Hundred and Fifty Thousand Dollars ($750,000.00) to an amount equal to the Basic Rent for the last Lease Year of the Lease Term. (b) As consideration for Landlord entering into this Lease Agreement the Tenant hereby expressly waives and relinquishes any and all right Tenant may have (i) to any portion of the security deposit paid to Landlord pursuant to the Original Lease, (ii) to earn interest on any cash Security Deposit delivered to Landlord in connection with the Security Deposit Promissory Note hereunder. (c) Tenant hereby deposits with Landlord the Security Deposit, as security for the prompt, full, and faithful performance by Tenant of each and every provision of this Lease and of all obligations of Tenant hereunder. If an Event of Default occurs, Landlord may use, make demand for payment of the full amount of the Security Deposit specified on [Page One]Promissory Note and upon receipt thereof, of this Lease. The Security Deposit will be returned to Tenant without interest upon apply, or retain the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, whole or any part of the Security Deposit for the payment of (i) any Basic Rent or Additional Charges which Tenant may not have paid or which may become due after the occurrence of such Event or Default, (ii) any sum expended by Landlord on Tenant’s behalf in accordance with the provisions of this Lease (including the reimbursement of the un-amortized Tenant Improvement Allowance provided by Landlord), or (iii) any sum which Landlord may expend or be required to amounts owed expend by reason of Tenant. In ’s default, including damages or deficiency in the event Landlord elects to apply re-leasing of the Security Deposit Leased Premises as provided for abovein Section 16. The use, Tenant shall promptly restore such Security Deposit to the original amount. Landlord mayapplication, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount retention of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditionalor any portion thereof, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, shall not prevent Landlord from exercising any other right or remedy provided the Letter of Credit shall be delivered to Landlord with executed copies of by this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person Lease or by courier, in partial or full draws, law and (ii) contain an “evergreen” provision shall not operate as a limitation on any recovery to which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall otherwise be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Creditentitled. If any portion of the Security Deposit is so used, applied, applied or retainedretained by Landlord for the purpose set forth above, Tenant will agrees, within ten (10) days after a written demand from therefore is made by Landlord, provide to deposit cash with the Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant original amount. (d) If Tenant shall fully and faithfully comply with all of the provisions of this Lease, the Security Deposit, or any balance thereof, shall be returned to this Section 8Tenant within thirty (30) days after the expiration of the Term, without interest. In the absence of evidence satisfactory to Landlord of any permitted assignment of the right to receive the Security Deposit, or the remaining balance thereof, Landlord may return the same to the original Tenant, regardless of one or more assignments of Tenant’s failure to replenish interest in this Lease or the Security Deposit. In such event, upon the return of the Security Deposit (or balance thereof) to the original Tenant, Landlord shall constitute be completely relieved of liability under this Section. (e) In the event of a failure transfer of Landlord’s interest in the Leased Premises, Landlord shall have the right to pay Additional Rent transfer the Security Deposit to the transferee thereof. In such event, upon the delivery by Landlord to Tenant of such transferee’s written acknowledgement of its receipt of such Security Deposit, Landlord shall be deemed to have been released by Tenant from all liability or obligation for the return of such Security Deposit, and Tenant agrees to look solely to such transferee for the return of the Security Deposit and the transferee shall have ten be bound by all provisions of this Lease relating to the return of the Security Deposit. (10f) days The Security Deposit shall not be mortgaged, assigned, or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion. (g) THE SECURITY DEPOSIT PROMISSORY NOTE SHALL CONTAIN A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS TENANT MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST TENANT WITHOUT ANY FURTHER NOTICE. (h) Should any sums become due and payable under the Security Deposit Promissory Note and such sums are not paid when and as due, time being of the essence, the Borrower hereby constitutes and appoints M▇▇▇ ▇▇▇▇▇▇▇ and/or C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, either of whom may act, as its attorney-in-fact to confess judgment on the Borrower under the Security Deposit Promissory Note for the full sum due thereunder, plus attorney’s fees of 20% of the total amount then outstanding under the Security Deposit Promissory Note, and upon entry of the judgment, the Borrower under the Security Deposit Promissory Note waives the benefit of any and every statute, ordinance, or rule of court which may lawfully waived conferring upon the Borrower under the Security Deposit Promissory Note any right or privilege or exemption, stay of execution or supplemented proceedings, or other relief from the date enforcement or immediate enforcement of notice a judgment or related proceedings on a judgment. The Borrower under the Security Deposit Promissory Note acknowledges that said sum is reasonable as evidenced by Borrowers signature on the Security Deposit Promissory Note. The Borrower under the Security Deposit Promissory Note consents to cure venue in the Circuit Court of Fairfax County with respect to the institution of an action confessing judgment hereon. The authority and power to appear for and enter judgment against the Borrower under the Security Deposit Promissory Note shall not be exhausted by one or more exercises thereof, or by any imperfect exercise thereof, and shall not be extinguished by any judgment entered pursuant thereto, such defaultauthority and power may be exercised on one or more occasions from time to time in the same or different jurisdictions as often as the Lender under the Security Deposit Promissory Note or its assigns shall deem necessary or advisable until all sums due under the Security Deposit Promissory Note are paid in full.

Security Deposit. 32.1 Upon the execution of this LeaseLease by Tenant, Tenant shall deposit with deliver to Landlord a letter of credit (the “Letter of Credit”) issued in favor of Landlord in the amount of the Security Deposit specified on [Page One]Amount, of this Lease. The Security Deposit will be returned to as security for the faithful performance and observance by Tenant without interest upon the expiration of the Term terms, conditions and provisions of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all monetary and non-monetary obligations of Tenant hereunder, including without limitation the surrender of possession of the Premises to Landlord as herein provided. In the event that Tenant defaults under in respect of any provision of the terms of this LeaseLease including, but not limited to, the payment of Rent and additional rent after notice and the expiration of any applicable cure period, Landlord may apply alldraw upon Letter of Credit to the extent required for the payment of any sum as to which Tenant is in default or for any sum which Landlord may have expended or may be required to expend by reason of Tenant’s default, including any damages or any part deficiency accrued before or after summary proceedings or other re-entry by Landlord. In addition, Landlord may draw upon Letter of Credit to the extent required to compensate Landlord for the actual costs incurred by Landlord in leasing the Premises, including, without limitation, the unamortized portion of all of the Security Deposit to amounts owed by Landlord’s Work performed and the unamortized portion of Tenant’s free rent period, if any. In the event Landlord elects to apply draws upon the Security Deposit as provided for aboveLetter of Credit and applies or retains any portion or all of the sum received upon such draw, Tenant shall promptly forthwith take such action as is necessary to restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any face amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided so that at all times the amount of the Letter of Credit shall be delivered equal to the Security Deposit Amount. 32.2 The Letter of Credit shall be an irrevocable, unconditional letter of credit with an initial term of not less than one (1) year from the date of this Lease. Without further act or instrument required by Landlord, the Letter of Credit shall be automatically renewed for successive one (1) year periods throughout the remainder of the Term unless, not less than sixty (60) days prior to the then current expiration date of the Letter of Credit the issuing bank notifies Landlord with executed copies of its intention not to renew the Letter of Credit. The Letter of Credit (or any renewal, extension or replacement thereof) shall continue in full force and effect and shall be maintained in its full face amount for three (3) full calendar months beyond the expiration of the Term of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer negotiable and freely transferable in person connection with a sale or transfer by courier, in partial or full draws, and Landlord as hereinafter described; (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date be issued by Bank of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation America, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or other New York City banking institution reasonably acceptable to Landlord and Tenant. Without limiting which is a member of the New York Clearing House Association; (iii) provide for payment of all or any portion of Landlord’s rights or remedies hereunder, if the bank issuing face amount of the Letter of Credit provides to Landlord with upon the receipt by the issuing bank of a cancellation notice, statement signed by a representative of Landlord may immediately that Landlord is entitled to such amount pursuant to the terms of this Lease; and (iv) be otherwise in form and substance reasonably satisfactory to Landlord. Landlord’s receipt of notice from the issuing bank of its intention not to renew the Letter of Credit or Tenant’s failure to deliver a renewal or replacement Letter of Credit shall entitle Landlord at any time thereafter to draw upon all or any part the full face amount of the Letter of Credit and retain such sum as security hereunder in lieu of the Letter of Credit. Tenant’s failure to maintain the Letter of Credit or to substitute a cash security deposit as a replacement therefor shall constitute a default under this Lease. 32.3 If Tenant shall provide Landlord fully and faithfully comply with an additional irrevocable stand-by letter all of credit as provided below. Any the terms, provisions and all fees or costs charged by the issuer in connection with covenants of this Lease, the Letter of Credit shall be paid by ▇▇▇▇▇▇returned to Tenant after the Expiration Date or sooner termination of this Lease (other than a termination that results from Tenant’s default hereunder). The irrevocable stand-by In the event of a sale of the Building or leasing of the Building or a portion of which the Premises form a part, Landlord shall have the right to transfer the Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating vendee or lessee. Landlord upon such transfer shall be released by Tenant from all liability for the return of such security and Tenant agrees to look solely to the payment new landlord for the return of Rent, Landlord may draw upon all said security. It is agreed that the provisions hereof shall apply to every transfer or any part of Tenant’s Letter of Credit. If any portion assignment made of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide security to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultnew landlord.

Security Deposit. Upon execution (a) As security for the full and punctual performance by Mesoblast of all of the terms and conditions of this LeaseSub-Sublease, Tenant Mesoblast shall deposit with Landlord the amount sum of Seven Hundred Fourteen Thousand Seven Hundred Ninety Eight Dollars ($714,798.00) (the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash “Security Deposit, Tenant may deliver the Security Deposit in the form ”) with Carlo Pazolini by means of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable credit (such letter of credit and all renewals and replacements thereof are referred to Landlord, and issued by a bank reasonably acceptable to Landlord (herein as the “Letter of Credit”) substantially in the form of Exhibit “B” which is attached to this Sub-Sublease as securityan integral part hereof and issued in the Borough of Manhattan, provided State of New York to Carlo Pazolini as the Letter sole beneficiary thereunder by Bank of Credit shall be delivered America, N.A. or another bank or trust company (the “Issuing Institution”) reasonably acceptable to Landlord Carlo Pazolini and having an expiration date of no later than three hundred sixty five (365) days after its date of issuance with executed copies of this Leaseautomatic annual renewals. The Letter of Credit shall not limit the number of times that Carlo Pazolini is entitled to draw thereunder and shall be transferable by Carlo Pazolini to any successor to Carlo Pazolini’s position as sub-sublandlord under this Sub-Sublease without cost to Carlo Pazolini or such successor. The final Letter of Credit established hereunder shall have an expiration date which falls at least sixty-five (i65) days after the Expiration Date. The Security Deposit shall be unconditionalsubmitted to Carlo Pazolini by Mesoblast concurrently with the signing of this Sub-Sublease by Mesoblast. (b) Upon the occurrence of an Event of Default by Mesoblast under this Sub-Sublease or whenever Carlo Pazolini has obtained a judgment against Mesoblast based on a claim arising out of this Sub-Sublease, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing Carlo Pazolini may draw against the Letter of Credit provides Landlord with a cancellation noticeCredit, Landlord to the extent required for the payment of any Fixed Rent or Additional Rent or for any sum which Carlo Pazolini may immediately draw upon all expend or any part be required to expend by reason of Mesoblast’s default or the amount of such default or judgment, as the case may be. The Letter of Credit and Tenant shall provide Landlord with an additional irrevocable standmay be drawn upon by presentation to the Issuing Institution of a statement of any officer of Carlo Pazolini certifying that Carlo Pazolini is entitled to draw such amount pursuant to the terms of this Sub-by letter Sublease. The application of credit as provided below. Any and all fees or costs charged by the issuer in connection with any amounts drawn under the Letter of Credit shall be paid not constitute the cure by ▇▇▇▇▇▇. The irrevocable stand-by Letter Mesoblast of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect underlying default to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of which the Security Deposit is so applied. (c) If Carlo Pazolini receives notice of non-renewal of any Letter of Credit required to be maintained under this Paragraph 19 and Mesoblast fails to renew or replace same by no less than thirty (30) days prior to its expiration with a renewal or replacement Letter of Credit meeting the requirements of this Paragraph 19, then Carlo Pazolini, at any time after such thirtieth (30th) day and prior to such renewal or replacement, may draw on such Letter of Credit for the undrawn amount of such Letter of Credit and deposit the proceeds of such draw into an account maintained by Carlo Pazolini (which account may include other funds of Carlo Pazolini) and Carlo Pazolini shall have the right to draw on such proceeds whenever Carlo Pazolini would have had the right to draw on the Letter of Credit, if such Letter of Credit had been renewed or replaced. Any renewal or replacement Letter of Credit shall be submitted to and held by Carlo Pazolini. (d) In the case of every use, application or retention of the Security Deposit, Mesoblast shall, within five (5) days after demand, either increase the Letter of Credit by such sum or pay to Carlo Pazolini the sum so used, applied, applied or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish so that the Security Deposit shall constitute a failure be replenished to pay Additional Rent and Tenant shall have ten (10) days from the date of notice amount which Mesoblast is required to cure such defaultmaintain hereunder.

Security Deposit. Upon Sublessee will deposit with the Sublessor upon the execution of this Lease, Tenant shall Sublease a security deposit with Landlord (the "Security Deposit") in the amount of Two Hundred Forty-Three Thousand, Two Hundred Fifty-Two and 00/100 Dollars ($243,252.00) to be held by Sublessor for the Security Deposit specified on [Page One], duration of this LeaseSublease as security for the full performance by Sublessee of all the obligations on the part of Sublessee hereunder. The Security Deposit will shall, at the option of Sublessee, be returned in the form of either cash or an irrevocable demand letter of credit (the "Letter of Credit"), in form and substance reasonably acceptable to Tenant Sublessor, issued by Fleet Bank, N.A. or other FDIC-insured banking institution reasonably acceptable to Sublessor (the "Issuing Bank"). a. If the Security Deposit, or any portion thereof, is in the form of cash, Sublessor shall hold the same without liability for interest upon or to segregate such cash from Sublessor's other funds. Sublessee shall not mortgage, pledge, grant a security interest in, or otherwise encumber the expiration of Security Deposit. Sublessor shall have the Term of the Leaseright from time to time, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under without prejudice to any provision of this Leaseother remedy Sublessor may have on account thereof, and after the expiration of any applicable cure period, Landlord may to apply allsuch Security Deposit, or any part of the Security Deposit thereof, to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon Sublessor's damages arising from any sale or other conveyance of the Building, Landlord may transfer the Security Deposit default (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to ) on the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of CreditSublessee. If any portion of the Security Deposit is so usedUpon such application, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which Sublessee shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to promptly restore the Security Deposit to its required original amount. Upon the full performance by Sublessee of its obligations hereunder, the Security Deposit, or such amount pursuant that shall be remaining after application of the same hereunder, shall be returned by Sublessor to Sublessee upon the expiration or earlier termination of this Section 8Sublease and surrender of possession of the Premises by Sublessee to Sublessor at such time. Tenant’s failure to replenish If the Security Deposit is in the form of a Letter of Credit, such Letter of Credit shall, throughout the Term, be in full force and in compliance with the terms of this Sublease. Sublessee shall constitute not mortgage, pledge, grant a failure to pay Additional Rent and Tenant security interest in, or otherwise encumber the Letter of Credit or the proceeds of the same. Sublessor shall have ten the right from time to time, without prejudice to any other remedy Sublessor may have on account thereof, to draw on the Letter of Credit and apply the proceeds, or any part thereof, to Sublessor's damages arising from any default (10beyond applicable notice and cure periods) on the part of Sublessee. Upon such application, Sublessee shall promptly restore the Security Deposit to its original amount by either delivering cash or a new Letter of Credit complying with the provisions hereof to Sublessor. In addition, in the event that (i) Sublessor shall transfer its interest under the Main Lease to a third party and the Issuing Bank does not consent to the transfer of Sublessor's beneficial interest to such third party or issue a replacement Letter of Credit in identical form to such third party, or (ii) such Letter of Credit will expire by its terms prior to the end of the Term, and Sublessee fails to provide a substitute Letter of Credit at least thirty (30) days from prior to such expiration, then Sublessor may draw on the date Letter of notice Credit. Any portion of the proceeds of the Letter of Credit not applied to cure such default.a default by Sublessee hereunder, shall be held by Sublessor as a cash Security Deposit pursuant to the provisions of subparagraph A above, unless Sublessee shall deliver to Sublessor a new Letter of Credit complying with the provisions hereof, in which event the unapplied cash proceeds shall be promptly returned to

Security Deposit. Upon the execution of this Lease, Tenant Lessee shall deposit with Landlord Lessor the amount sum of $21,826.00 (the Security Deposit specified on [Page One], "SECURITY DEPOSIT") as security for the punctual performance of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration each and every obligation of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due Lessee under this Lease and has otherwise performed all obligations not as a prepayment of rent hereunder. In Lessor may commingle the Security Deposit with Lessor's other funds, and no interest shall be due thereon. Lessor may use the Security Deposit to cure any default by Lessee and, in the event that Tenant defaults Lessor so applies all or any portion of the Security Deposit, Lessee shall pay to Lessor, as Additional Rent, the amount so expended by Lessor within (i) ten (10) days of notice given by Lessor in the case of amounts of more than $500 so expended, or (ii) fifteen (15) days of notice given by Lessor in the case of amounts of not more than $500 so expended, so that at all times (subject to the grace periods hereinabove referenced) Lessor shall be entitled to hold the full Security Deposit. Any failure of Lessee to restore any amount expended from the Security Deposit within the applicable grace period specified in this Section shall immediately constitute an Event of Default hereunder without the necessity of any further notice or passage of time. Lessor shall assign the Security Deposit to any successor or assign of Lessor under any provision of this Lease, and thereafter Lessor shall have no further responsibility therefor. Within thirty (30) days after the expiration or earlier termination of the Lease Term, Lessor shall inspect the Leased Premises, make such deductions from the Security Deposit as may be required to cure any applicable cure perioddefaults by Lessee hereunder, Landlord may apply alland, or any part if Lessee is not then in default hereunder, pay the balance of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultLessee.

Security Deposit. Upon execution of this Lease, Tenant shall deposit with Landlord, upon delivery of an executed copy of this Lease to Landlord, a security deposit (“Security Deposit”) for the performance of all of Tenant’s obligations hereunder in the amount set forth in the Basic Lease Provisions, which Security Deposit shall be in the form of an unconditional and irrevocable letter of credit (“Letter of Credit”): (i) in form and substance satisfactory to Landlord, (ii) naming Landlord as beneficiary, (iii) issued by an FDIC-insured financial institution satisfactory to Landlord, (iv) redeemable by presentation of a sight draft in the state of Landlord’s choice; and (v) expressly allowing Landlord to draw upon it at any time from time to time by delivering to the issuer a dated statement signed by an authorized officer of Landlord substantially stating one of the following: (a) “The beneficiary hereby certifies that [insert Tenant] or its successors or assigns under the Lease has defaulted in its obligations under the lease agreement, dated [insert lease date] by and between [insert Tenant] and [insert Landlord] (as the same may be amended and assigned from time to time, the “Lease”) and that beneficiary is due the amount requested in this draw request.” OR (b) “The beneficiary hereby certifies that [insert Tenant] or its successors or assigns under the Lease has defaulted in its obligations under the Lease, that beneficiary is barred by applicable law from sending a notice of default and that beneficiary is due the amount requested in this draw request.” OR (c) “The beneficiary is in receipt of [insert bank’s name] notice of non-extension of letter of credit no. [insert letter of credit number] (“Letter of Credit”) and certifies that it is entitled to draw the entire amount of the Letter of Credit.” OR (d) “The beneficiary hereby certifies that beneficiary is due the amount requested in this draw request pursuant to the terms and conditions of the Lease.” If Tenant does not provide Landlord with a substitute Letter of Credit complying with all of the requirements hereof at least 10 days before the stated expiration date of any then current Letter of Credit, Landlord shall have the right to draw the full amount of the current Letter of Credit and hold the funds drawn in cash without obligation for interest thereon as the Security Deposit. The Security Deposit specified on [Page One], shall be held by Landlord as security for the performance of Tenant’s obligations under this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration is not an advance rental deposit or a measure of the Term Landlord’s damages in case of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunderTenant’s default. In the event that Tenant defaults under any provision Upon each occurrence of this Lease, and after the expiration of any applicable cure perioda Default (as defined in Section 20), Landlord may apply all, use all or any part of the Security Deposit to amounts owed pay delinquent payments due under this Lease, and the cost of any damage, injury, expense or liability caused by Tenantsuch Default, without prejudice to any other remedy provided herein or provided by law. In the event Landlord elects to apply Upon any such use of all or any portion of the Security Deposit as provided for aboveDeposit, Tenant shall promptly pay Landlord, within 5 days after demand from Landlord, the amount that will restore such the Security Deposit to the original amountamount set forth in the Basic Lease Provisions. Landlord mayTenant hereby waives the provisions of any law, at its discretionnow or hereafter in force, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, which provide that Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) claim from a security deposit only those sums reasonably necessary to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary remedy defaults in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may draw upon all may, in addition, claim those sums reasonably necessary to compensate Landlord for any other loss or damage, foreseeable or unforeseeable, arising out of a Default by Tenant. Upon bankruptcy or other debtor-creditor proceedings involving Tenant, the Security Deposit shall be deemed to be applied first to the payment of Rent and other charges due Landlord for periods prior to the filing of such proceedings. If Tenant shall fully perform every provision of this Lease to be performed by Tenant, the Security Deposit, or any part balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s Letter interest hereunder) within 75 days after the expiration or earlier termination of Creditthis Lease. If Landlord transfers its interest in the Premises or this Lease, Landlord shall either (a) transfer any Security Deposit then held by Landlord to a person or entity assuming Landlord’s obligations under this Section 6, or (b) return to Tenant any Security Deposit then held by Landlord and remaining after the deductions permitted herein. Upon such transfer to such transferee or the return of the Security Deposit to Tenant, Landlord shall have no further obligation with respect to the Security Deposit, and Tenant’s right to the return of the Security Deposit shall apply solely against Landlord’s transferee. The Security Deposit is not an advance rental deposit or a measure of Landlord’s damages in case of Tenant’s default. Landlord’s obligation respecting the Security Deposit is that of a debtor, not a trustee, and no interest shall accrue thereon. Within 5 days after the date on which Tenant first uses any portion of the Security Deposit is so usedAdditional Tenant Improvement Allowance (as defined in the Work Letter), applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and be increased so that it equals $[***]. Tenant shall have ten (10) days from deliver the date increased Security Deposit to Landlord by means of notice an amendment to cure such defaultthe Letter of Credit previously issued or a replacement Letter of Credit in the amount of the increased Security Deposit, all of which shall comply with the terms of this Lease.

Security Deposit. Upon 12.1 Concurrently with its execution and delivery of this LeaseSublease, Tenant Subtenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One]deliver to Sublandlord a standby, of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, cleanirrevocable, irrevocable standby transferable letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord credit (the “Letter of Credit”) in substantially the form of Exhibit F hereto, to secure the faithful observance and performance by Subtenant of the terms and conditions of this Sublease. The Letter of Credit shall be in the face amount of the Required Amount, naming Sublandlord as securitybeneficiary, issued (or confirmed) by Citibank, N.A., ▇.▇. ▇▇▇▇▇▇ Chase & Co., Bank of America, N.A., The Bank of New York Company, Inc., Fleet National Bank, HSBC Holdings plc, or Wachovia Bank, N.A. (collectively, the “Approved Bank”), or another financial institution acceptable to Sublandlord, permitting multiple and partial draws thereon. Notwithstanding the foregoing, the bank or financial institution issuing the Letter of Credit hereunder must at all times during the Term be assigned by Standard & Poors Investor Services a Bank Financial Strength Rating of A, or better (the “Rating Criteria”), failing which Sublandlord shall have the right, at any time during the Term, to direct Subtenant to obtain the Letter of Credit in accordance with this Section 12 from another Approved Bank or financial institution which satisfies the Rating Criteria or is otherwise acceptable to Sublandlord. Subtenant agrees that such Letter of Credit from another Approved Bank or financial institution shall be delivered to Sublandlord within thirty (30) days of Sublandlord’s request. Subtenant shall cause the Letter of Credit to be continuously maintained in effect (whether through replacement, renewal or extension) in the Required Amount through the date (the “Final LC Expiration Date”) that is forty-five (45) days after the Expiration Date. If the Letter of Credit held by Sublandlord expires earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the issuing bank), Subtenant shall deliver a new Letter of Credit or certificate of renewal or extension to Sublandlord not later than thirty (30) days prior to the expiration date of the Letter of Credit then held by Sublandlord. Any renewal or replacement Letter of Credit shall comply with all of the provisions of this Section 12.1, shall be irrevocable, transferable and shall remain in effect (or be automatically renewable) through the Final LC Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Sublandlord in its discretion. 12.2 Sublandlord shall have the right to draw upon the Letter of Credit, in whole or in part, at any time and from time to time: 12.2.1 If a Default by Subtenant under this Sublease occurs and during its continuance, in an amount sufficient to cure such Default (and Subtenant agrees that the Letter of Credit must allow for partial draws); or 12.2.2 If the Letter of Credit held by Sublandlord expires earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the issuing bank), and Subtenant fails to deliver to Sublandlord, at least thirty (30) days prior to the expiration date of the Letter of Credit then held by Sublandlord, a renewal or substitute Letter of Credit that is in effect and that complies with the provisions of this Section 12.2. 12.2.3 In no event shall the issuer of the Letter of Credit fail to honor Sublandlord’s drawing upon such Letter of Credit due to any terms or conditions of this Sublease. 12.2.4 Subtenant hereby acknowledges and agrees that Sublandlord is entering into this Sublease in material reliance upon the ability of Sublandlord to draw upon the Letter of Credit upon the occurrence of a Default under this Sublease by Subtenant under this Sublease or upon the occurrence of any of the other events described above in this Section 12.2. 12.3 The proceeds from Sublandlord’s draw upon the Letter of Credit may be applied by Sublandlord against any Sublease Rent and/or additional rent then due and payable by Subtenant under this Sublease that is not paid when due and remains unpaid beyond the expiration of any applicable notice and grace period, and/or to pay for all losses and damages that Sublandlord has actually suffered or incurred (including, without limitation, reasonable attorneys fees and disbursements) as a result of any Default by Subtenant under this Sublease. 12.4 Upon the Final LC Expiration Date, provided Subtenant is not then in Default (of which Subtenant shall have received notice from Sublandlord as provided under this Sublease) of its obligations under this Sublease, Sublandlord agrees to return the Letter of Credit; provided, that if prior to the Final LC Expiration Date a voluntary petition is filed by Subtenant, or an involuntary petition is filed against Subtenant by any of Subtenant’s creditors, under the Federal Bankruptcy Code (collectively, the “Bankruptcy Event”), then Sublandlord shall not be obligated to return the Letter of Credit until either all preference issues relating to payments under this Sublease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed, in each case pursuant to a final court order not subject to appeal or any stay pending appeal. Sublandlord shall return the Letter of Credit within twenty (20) days after Subtenant cures any Default(s) under this Sublease and resolves (and/or has obtained a dismissal of) any Bankruptcy Event as aforesaid. Upon Sublandlord’s return of the Letter of Credit as contemplated under this Section 12.4, Subtenant shall deliver to Sublandlord a letter confirming the surrender of the Letter of Credit. 12.5 If, as a result of any application or use by Sublandlord of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be delivered to Landlord less than the Required Amount, Subtenant shall, within five (5) business days after Sublandlord’s request, provide Sublandlord with executed copies an additional letter of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original credit in an amount equal to the issuer in person deficiency (or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject amendment to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord or a replacement letter of credit in the total Required Amount), and any such additional (or replacement) letter of credit shall comply with all of the provisions of this Section 12, and if Subtenant fails to comply with the foregoing, notwithstanding anything to the contrary contained in this Sublease, the same shall constitute a cancellation noticematerial Default under this Sublease by Subtenant. Subtenant further covenants and warrants that it will not encumber the Letter of Credit or any part thereof, Landlord may immediately draw and that neither Sublandlord nor its successors or assigns will be bound by any such encumbrance (or attempted encumbrance). 12.6 Sublandlord may, at any time and without first obtaining Subtenant’s consent thereto, transfer the Letter of Credit in whole or in part, to Sublandlord’s successor-in interest as sublandlord under this Sublease. If Sublandlord transfers its interest as sublandlord under this Sublease and transfers the Letter of Credit in whole (or any proceeds thereof then held by Sublandlord) to the transferee, Sublandlord shall, upon such transferor’s assumption of the obligations of Sublandlord under this Sublease (on terms reasonable to said transferor), be released by Subtenant from all liability therefor. The provisions hereof shall apply to every transfer or assignment of all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided belowto a new sublandlord. Any and all fees or costs charged by the issuer in In connection with any such transfer of the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Sublandlord, Subtenant shall, if applicable, at Subtenant’s sole cost and expense, execute and submit to the issuer of the Letter of Credit such applications, documents and instruments as may be necessary to effectuate such transfer. Subtenant shall remain effective through be responsible for paying the date that is sixty (60) days following issuer’s transfer and processing fees in connection with any transfer of the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If Credit and, if Sublandlord advances any portion of the Security Deposit is so usedsuch fees (without having any obligation to do so), applied, Subtenant shall reimburse Sublandlord for any such transfer or retained, Tenant will processing fees within ten (10) days after Sublandlord’s written demand from Landlordrequest therefor. Sublandlord agrees to provide notice to Subtenant within a reasonable time after its transfer of the Letter of Credit. 12.7 Sublandlord and Subtenant (i) acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor or any proceeds thereof (including the Proceeds Account) be deemed to be or treated as a “security deposit” under any Law applicable to security deposits in the commercial context (“Security Deposit Laws”), provide (ii) acknowledge and agree that the Letter of Credit (including any renewal thereof or substitute therefor or any proceeds thereof) is not intended to Landlord an additional irrevocableserve as a security deposit, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit Laws shall have no applicability or relevancy thereto, and (iii) waive any and all rights, duties and obligations either party may now or, in the future, will have relating to its required amount pursuant to this Section 8. Tenant’s failure to replenish or arising from the Security Deposit shall constitute Laws. 12.8 In the event that the (a) Sublease terminates (i) due to a failure default, beyond all applicable notice and cure periods, by Sublandlord or (ii) other early termination prior to pay Additional Rent the Expiration Date; and Tenant shall have ten (10b) days from Overlandlord and Subtenant enter into a new lease pursuant to the Consent (as defined herein), then, upon receipt of evidence of such new lease, Sublandlord agrees to take reasonable measures to assign the Letter of Credit to the Overlandlord to the extent the Approved Bank approves, in writing, such assignment prior to the effective date of notice to cure such defaultthereof and same is permitted under all applicable laws.

Security Deposit. Upon (a) Within five (5) business days of Tenant’s execution of this the Lease, Tenant shall deposit with deliver to Landlord an irrevocable, unconditional, standby letter of credit in the amount of the Security Deposit specified on [Page One]Three Hundred Nine Thousand Nine Hundred Fifty-four and 40/100ths Dollars ($309,954.40), of this Lease. The Security Deposit will which amount shall be returned subject to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit reduction as provided for above, Tenant shall promptly restore below (such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable together with any renewal or replacement letters of credit delivered or to Landlordbe delivered by Tenant, and issued by a bank reasonably acceptable shall be referred to Landlord (herein collectively as the “Letter of Credit”) ). The Letter of Credit shall name Landlord as securitybeneficiary and shall be issued by a national money center bank with an office in the San Francisco Bay area, provided California (the “Issuer”). Landlord hereby approves ▇▇▇▇▇ Fargo as an acceptable Issuer. The final form of the Letter of Credit, the identity of the Issuer, and the form of any replacement Letter of Credit shall be delivered subject to Landlord’s approval. Landlord shall hold the Letter of Credit as security for the full and faithful performance of Tenant’s obligations under this Lease (the “Security Deposit”), it being expressly understood and agreed that the Letter of Credit is not an advance rental deposit or a measure of Landlord’s damages in the event of Tenant’s default. (b) Upon the occurrence of any default by Tenant under this Lease, regardless of whether Tenant has filed a petition in bankruptcy under the federal bankruptcy laws, or if Tenant, following the filing of any such petition, rejects this Lease, then Landlord may (but shall not be required to) draw upon the Letter of Credit so much thereof as is necessary in Landlord’s determination to cure Tenant’s default, including the payment of any Rent or other sum then due and unpaid, and the repair of any damage to the Premises caused by Tenant. If any portion of the Letter of Credit is drawn upon by Landlord for such purposes, Tenant shall, within ten (10) business days after written demand by Landlord, deposit a replacement Letter of Credit with Landlord in the amount of the original Letter of Credit. Tenant’s failure to do so shall be a material breach of this Lease. Tenant shall not, however, be required to provide Landlord with executed copies a replacement Letter of Credit if the Letter of Credit is drawn upon by Landlord solely as a result of a bankruptcy by Tenant and not as a result of any other default by Tenant (i.e., no Rent or other charges are currently due and outstanding under this Lease). The Letter of Credit shall be returned to Tenant within thirty (30) days after the date which is the later of the expiration of the Term hereof and the date Tenant has surrendered the Premises in accordance with the terms of this Lease. (c) The Letter of Credit shall be for an initial term of not less than twelve (12) months and, subject to the provisions of Paragraph 6(d) below, shall be maintained in force at all times :from issuance through thirty (30) days following the expiration or earlier termination of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part provide for automatic extension of the Letter of Credit for successive periods of twelve (12) months each, unless the Issuer notifies Landlord by certified or overnight express mail not less than thirty (30) days prior to the expiration of the Letter of Credit that the Letter of Credit will not be renewed. If Tenant fails to deliver a replacement Letter of Credit to Landlord at least thirty (30) days prior to the expiration date of an outstanding Letter of Credit, Landlord shall have the right, in addition to any other remedies available to Landlord, to draw down all or part of the current Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter to hold the proceeds thereof as a cash security deposit without the payment of credit as provided belowany interest to Tenant. Any and all fees or costs charged by the issuer in connection with Drawing upon the Letter of Credit shall be paid conditioned only upon presentation of the original Letter of Credit to the Issuer accompanied by ▇▇▇▇▇▇a certified statement :from Landlord that Landlord is entitled to draw upon the Letter of Credit pursuant to the terms of the Lease. The irrevocable stand-by Letter of Credit shall remain effective through be transferable by the beneficiary and any transfer fee payable to the Issuer shall be paid by Tenant. The Letter of Credit shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant. The use, application or retention of the Letter of Credit, or any portion thereof, by Landlord shall not prevent Landlord :from exercising any other right or remedy provided by this Lease or by law, it being intended that Landlord shall not first be required to proceed against the Letter of Credit, and such use, application or retention shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. (d) Landlord may use, apply or retain the whole or any part of the Security Deposit as may be reasonably necessary (a) to remedy Tenant’s default in the payment of any Rent, (b) to repair damage to the Premises caused by Tenant, (c) to clean the Premises upon termination of this Lease, (d) to reimburse Landlord for the payment of any amount which Landlord may reasonably spend or be required to spend by reason of Tenant’s default, or (e) to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s default including without limitation, those damages provided for in California Civil Code Section 1951.2 and any successor statutes providing for damages in the event of the termination of a lease due to a default by the tenant thereunder, and those damages provided by other provision of applicable law now or hereafter in force or provided for in equity. As a material part of the consideration given by Tenant to Landlord to induce Landlord to enter into this Lease, Tenant waives the provisions of California Civil Code Section 1950.7, and all other provisions of law now in force or that become in force after the date of the execution of this Lease, that is sixty provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Tenant, or to clean the Premises. Landlord and Tenant agree that Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord for any other foreseeable or unforeseeable loss or damage caused by the acts or omissions of Tenant or Tenant’s officers, agents, employees, independent contractors or invitees. Should Tenant faithfully and fully comply with all of the terms, covenants and conditions of this Lease, within thirty (6030) days following the expiration date of the Term, the Security Deposit or any balance thereof shall be returned to Tenant or, at the option of Landlord, to the last assignee of Tenant’s interest in this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon so uses or applies all or any part of Tenant’s Letter of Credit. If any portion of the any cash Security Deposit is so usedDeposit, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to therefor Tenant shall deposit cash with Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. the full extent of the above amount, and Tenant’s failure to replenish do so shall be a default under this Lease. No part of the Security Deposit shall be considered to be held in trust, to bear interest or another increment for its use, or to be prepayment for any moneys to be paid by Tenant under this Lease. In the event Landlord transfers its interest in this Lease, Landlord shall transfer the then remaining amount of the Security Deposit to Landlord’s successor in interest, and thereafter Landlord shall have no further liability to Tenant with respect to such Security Deposit. In the event that Landlord draws upon the Letter of Credit solely due to Tenant’s failure to renew the Letter of Credit at least thirty (30) days before its expiration (i) such failure to renew shall not constitute a failure to pay Additional Rent default hereunder and (ii) Tenant shall have ten at any time thereafter be entitled to provide Landlord with a replacement Letter of Credit that satisfies the requirements hereunder, at which time Landlord shall return the cash proceeds of the original Letter of Credit drawn by Landlord. Notwithstanding the foregoing provisions to the contrary, so long as no Default has occurred that remains uncured, the required amount of the Security Deposit shall be reduced to (10i) Two Hundred Thirty-two Thousand Four Hundred Sixty-five and 80/l00ths Dollars ($232,465.80) as of the commencement of the thirty-seventh (37th) month of the Term, and (ii) One Hundred Fifty-four Thousand Nine Hundred Seventy-seven and 20/100ths Dollars ($154,977.20) as of the commencement of the forty-ninth (49th) month of the Term, and if Landlord is then holding a cash Security Deposit, Landlord shall refund the sum of Seventy-seven Thousand Four Hundred Eighty-eight and 60/100ths Dollars ($77,488.60) to Tenant within fifteen (15) days from after the date for the applicable reduction in the amount of notice the Security Deposit. Otherwise, Tenant shall deliver a replacement Letter of Credit for the appropriate reduced amount to cure such defaultLandlord and upon receipt of the replacement Letter of Credit, Landlord will return the Letter of Credit then held by Landlord to Tenant.

Security Deposit. Upon execution of this Lease, (a) Tenant shall deposit with Landlord on the amount signing of this Lease the Security Deposit specified as defined in the Preamble for the full and faithful performance of Tenant's obligations under this Lease, including, without limitation, the surrender of possession of the Premises to Landlord as herein provided. If Landlord applies any part of said Security Deposit to cure any default of Tenant, Tenant shall, on [Page One]demand, deposit with Landlord the amount so applied so that Landlord shall have the full Security Deposit on hand at all times during the Term. Landlord,in the event that the Demised Premises are sold, shall transfer and deliver the Security Deposit, as such,to the purchaser of the Demised Premises and shall notify Tenant thereof, and thereupon Landlord shall be discharged from any further liability in reference thereto. The Security Deposit (less any portions thereof used, applied or retained by Landlord in accordance with the provisions of this Paragraph 16), which need not be placed in any separate account of Landlord, shall be returned to Tenant, without interest, within thirty (30) days after the expiration or sooner termination of this Lease without the fault of Tenant and after delivery of the entire Premises to Landlord in accordance with the provisions of this Lease. The Tenant covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and Landlord shall not be bound by any such assignment, encumbrance or attempt thereof. (b) Three (3) months prior to the Termination Date, the Landlord will be returned obtain an irrevocable letter of credit in favor of Tenant to Tenant without interest upon secure its obligation to return the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due Security Deposit as required under this Lease and has otherwise performed all obligations hereunderLease. In the event that the Landlord fails to do so, the Tenant defaults shall have the right of setoff equal to an amount not to exceed the Security Deposit against the payment of Fixed Basic Rent and Additional Rent for the last three (3) months of the term of this Lease. In the event of the insolvency of Tenant, or in the event of the entry of a bankruptcy judgment in any court against Tenant which is not discharged within thirty (30) days after entry, or in the event a petition is filed by or against Tenant under any provision chapter of the bankruptcy laws of the State of New Jersey or the United States of America, then in such event, Landlord may require Tenant to deposit additional security, to be held by Landlord pursuant to the terms of this Lease, and after the expiration in an amount which in Landlord's sole judgment reasonably exercised would be sufficient to adequately assure Tenant's performance of any applicable cure period, Landlord may apply all, or any part all of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of obligations under this Lease beyond applicable notice and cure periodsincluding all payments subsequently accruing. Failure of Tenant to deposit the security required by this Paragraph, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after Landlord's written demand from Landlorddemand, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date material breach of notice to cure such defaultthis Lease by Tenant.

Security Deposit. Upon execution Lessee shall deposit with Lessor on the signing of this Lease the Security Deposit as defined on the Reference Page for the full and faithful performance of Lessee’s obligations under this Lease, Tenant including without limitation, the surrender of possession of the Premises to Lessor as herein provided. If Lessor applies any part of said deposit to cure any default of Lessee, Lessee shall on demand deposit with Landlord Lessor the amount of so applied so that Lessor shall have the Security Deposit specified full deposit on [Page One], hand at all times during the Term of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of a bona fide sale, subject to this Lease, Lessor shall have the right to transfer the Security Deposit to the vendee and after Lessor shall be considered released by Lessee from all liability for the expiration return of any applicable cure periodsuch Security Deposit; and Lessee agrees to look solely to the new lessor for the return of the said Security Deposit, Landlord may and it is agreed that this shall apply all, to every transfer or any part assignment made of the Security Deposit to amounts owed a new lessor. The Security Deposit (less any portions thereof used, applied or retained by TenantLessor in accordance with the provisions of this Section 17), shall be returned to Lessee after the expiration or sooner termination of this Lease without the fault of the Lessee and after delivery of the entire Premises to Lessor in accordance with the provisions of this Lease. Lessee covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and Lessor shall not be bound by any such assignment, encumbrance or attempt thereof. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer insolvency of Lessee or in the Security Deposit (or any amount event of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu entry of a cash Security Deposit, Tenant may deliver the Security Deposit judgment declaring Lessee insolvent or bankrupt in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision any court which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers not discharged within thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting days after entry, or in the event a petition is filed by or against Lessee under any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part chapter of the Letter bankruptcy laws of Credit the State of New Jersey or the United States of America, then and Tenant shall provide Landlord with an in such event Lessor may require the Lessee to deposit additional irrevocable stand-by letter security in the amount specified in Subsection 8(E) (hereinafter called the “Additional Security Deposit”) to adequately assure Lessee’s performance of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of its obligations under this Lease beyond applicable notice and cure periods, including but not limited all payments subsequently accruing. Failure of Lessee to deposit the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Additional Security Deposit is so used, applied, or retained, Tenant will pursuant thereto within ten (10) days after Lessor’s written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultdefault by Lessee.

Security Deposit. Upon 6.1 Subtenant shall pay to Sublandlord, simultaneously with execution and delivery of this LeaseSublease by Subtenant, Tenant shall deposit with Landlord the amount of Six Hundred Forty Four Thousand Nine Hundred Sixty Two and 50/100 Dollars ($644,962.50) (“Security Deposit”) in the Security Deposit specified on [Page One]form of either (A) cash or current funds, or (B) a Letter of Credit, as security for performance of Subtenant’s obligations under this LeaseSublease. The Security Deposit will Deposit, or any then remaining unapplied portion thereof, shall be returned to Tenant Subtenant, without interest upon interest, within thirty (30) days after the later to occur of: (i) the expiration of the Term under this Sublease; or (ii) the date on which Subtenant vacates the Subleased Premises and tenders possession of the Leasesame to Sublandlord, provided that ▇▇▇▇▇▇ Subtenant has paid discharged all amounts due obligations of Subtenant under this Lease and has otherwise performed all obligations hereunderSublease. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord Sublandlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so usedto cure any default of Subtenant under this Sublease, applied, or retained, Tenant will and Subtenant shall thereupon promptly deposit with Sublandlord the amount applied within ten (10) days after written demand from Landlord, provide by Sublandlord to Landlord an additional irrevocable, stand-by letter do so. Sublandlord’s application of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish any portion of the Security Deposit shall constitute not prevent Sublandlord from exercising any other right or remedy under this Sublease or at law, and shall not operate as a failure limitation on any recovery to pay Additional Rent which Sublandlord may otherwise be entitled. 6.2 Any Letter of Credit provided as the Security Deposit shall satisfy the Letter of Credit provisions of section 5.1(c) of the Prime Lease, and Tenant any reduction in the amount of the Letter of Credit that is specified in this Sublease shall be made in compliance with the provisions of Section 5.1(d) of the Prime Lease as incorporated herein (without regard to the timing or amount of such reduction as specified in Section 5.1 of the Prime Lease). In the event the Security Deposit is delivered by Subtenant in the form of cash, Subtenant shall have ten (10) days from the date right, at its election, to substitute a Letter of notice Credit as the Security Deposit, and upon receipt of a satisfactory Letter of Credit as the Security Deposit, Sublandlord shall return the cash Security Deposit to cure Subtenant. Sublandlord hereby approves of Silicon Valley Bank as an acceptable issuing bank for the Letter of Credit; provided that at all times during which such defaultLetter of Credit is in effect, Silicon Valley Bank has a mechanism in effect by which Sublandlord would be permitted to draw under the Letter of Credit by facsimile submission to Silicon Valley Bank when Sublandlord is entitled to do so under this Sublease.

Security Deposit. Upon Tenant has paid Landlord at the execution hereof the amount of Seventy-Two Thousand Nine Hundred Thirty-Six Dollars ($72,936) as security (the “Security Deposit”) for the performance of the terms hereof by Tenant, which shall be returned to Tenant within thirty (30) days after the termination of the Lease if it has discharged its obligations to Landlord in full, although Fifty-Four Thousand Seven Hundred Dollars ($54,700) of the Security Deposit may be returned earlier as provided in the last sentence of this section. In the event of Tenant’s default, Landlord may, at its option, apply all or part of the deposit to cure such default in whole or in part. Landlord may, in its sole discretion, resort to any or all rights and remedies against Tenant before applying such deposit. Use of such deposit shall not prevent Landlord from exercising other rights or remedies provided by this Lease or at law or in equity. Throughout the term of this Lease, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If replenish any portion of the Security Deposit is so deposit used, applied, applied or retained, Tenant will retained within ten (10) days after of written demand therefor by Landlord. Landlord may commingle and invest the deposit without obligation to pay interest on or account for the deposit. Landlord may assign the deposit to any successor in interest, thereby releasing Landlord from liability therefor. Tenant may not assign the deposit without Landlord’s prior written consent. At such time as Tenant provides Landlord with a true and complete balance sheet, provide certified for accuracy and completeness by Tenant’s chief financial officer, which fairly depicts Tenant’s net worth (defined as Tenant’s tangible net assets, reasonably valued, less its liabilities) as depicted on Tenant’s balance sheet exceeds Nine Million Dollars ($9,000,000) and provided Tenant is not otherwise in default under this Lease (and would not be in default with the passage of time or the giving of notice or both), then Landlord shall return to Landlord an additional irrevocable, standTenant Fifty-by Four Thousand Seven Hundred Dollars ($54,700) of the Security Deposit. Tenant may from time to time substitute a standby letter of creditcredit for all or a portion of the Security Deposit, which shall be in form and substance from a financial institution reasonably satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default.

Security Deposit. Upon (a) Simultaneously with the execution and delivery of this Lease, Tenant shall deposit deliver to Landlord the Security Deposit, which shall be in the form of cash or a letter of credit which satisfies the conditions of Section 2.5(b) (“Letter of Credit”). Upon such delivery, Landlord shall remit to Tenant the lesser of (i) the actual cost paid by Tenant for the Letter of Credit, as supported by evidence reasonably satisfactory to Landlord, or (ii) $20,000. (b) If the Security Deposit is in the form of a Letter of Credit, such Letter of Credit must satisfy all of the following conditions: (i) the Letter of Credit must be in the exact form attached hereto as Exhibit E, or in such other form as Landlord may have approved, with an expiration date not less than one (1) year after the date of the Letter of Credit; (ii) the beneficiary of the Letter of Credit must be Landlord or Landlord’s designee; (iii) the Letter of Credit must be irrevocable, unconditional and transferable one or more times without charge; and (iv) the Letter of Credit must by issued by Silicon Valley Bank or another bank reasonably satisfactory to Landlord. If, at any time, the issuer of the Letter of Credit gives notice of its election not to renew, extend and/or reissue the Letter of Credit, then Tenant shall, by the earlier of (A) thirty (30) days after such notice or (B) five (5) Business Days prior to the expiration of the term of the Letter of Credit, deliver to Landlord (1) a replacement Letter of Credit satisfying all of the above conditions or (2) cash in the full amount of the expiring Letter of Credit; and if Tenant fails to timely deliver to Landlord a replacement Letter of Credit as provided above or cash in the full amount of the expiring Letter of Credit, such failure shall constitute an Event of Default and, in addition to any other rights which Landlord might have by reason of such Event of Default, Landlord may draw on the Letter of Credit and hold the proceeds of such drawing as the Security Deposit. If (x) any proceedings under the Bankruptcy Code, receivership or any insolvency law are instituted with the issuer of the Letter of Credit as debtor or (y) the bank issuing the Letter of Credit is taken over by the Federal Deposit Insurance Corporation, the Resolution Trust Corporation or a similar entity, then Landlord may draw on the Letter of Credit and hold the proceeds of such drawing as part of the Security Deposit, unless Tenant either provides cash in lieu of the Letter of Credit or provides a new Letter of Credit issued by a bank reasonably satisfactory to Landlord. (c) The amount of the Security Deposit shall be subject to reduction as provided in this Section 2.5(c). The initial amount of the Security Deposit upon execution and delivery of this Lease shall be $2,100,000. At such time, if any, on or after the date of this Lease as Tenant receives an additional equity investment representing cash on its balance sheet of not less than and provides to Landlord evidence of such equity investment reasonably satisfactory to Landlord, provided that there does not then exist an Event of Default or fact or circumstance which, with the passage of time, the giving of notice or both, could become an Event of Default, and provided further that Tenant has then paid to Landlord the first monthly installment of Base Rent in the amount of $ the amount of the Security Deposit specified on [Page One]shall be reduced to $ (such reduction being called the “First Reduction”). As of the date which is thirty (30) months after the Commencement Date, provided that Landlord has previously qualified for the First Reduction and there does not then exist an Event of this LeaseDefault or fact or circumstance which, with the passage of time, the giving of notice or both, could become an Event of Default, the amount of the Security Deposit shall be reduced from $ to $ (such reduction being called the “Second Reduction”). As of the date which is forty-two (42) months after the Commencement Date, provided that Landlord has previously qualified for the First Reduction and the Second Reduction and there does not then exist an Event of Default or fact or circumstance which, with the passage of time, the giving of notice or both, could become an Event of Default, the amount of the Security Deposit shall be reduced from $ to $ . If, upon any reduction in the amount of the Security Deposit as provided above, the Security Deposit is then in the form of a Letter of Credit, then such reduction in the amount of the Security Deposit shall be accomplished by Tenant causing the Issuing bank to issue (i) a replacement Letter of Credit in an amount reflecting the reduced amount of the Security Deposit, whereupon Landlord shall return the replaced Letter of Credit to the issuing bank, or (ii) an amendment of the Letter of Credit reflecting the reduced amount of the Security Deposit. (d) The Security Deposit will be returned to is security for the faithful performance and observance by Tenant without interest upon the expiration of the Term terms, provisions and conditions of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunderis not an advance payment of rent. In the event that Tenant defaults under any provision If an Event of this Lease, and after the expiration of any applicable cure periodDefault occurs, Landlord may use, apply all, or retain the whole or any part of the Security Deposit to amounts owed the extent required for payment of any Base Rent, Additional Rent, or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by Tenantreason of the occurrence of an Event of Default, including, but not limited to, any damage or deficiency accrued before or after summary proceedings or other re-entry by Landlord, including the costs of such proceeding or re-entry and further including, without limitation, reasonable attorney’s fees. In Landlord shall always have the event Landlord elects right to apply the Security Deposit Deposit, or any part thereof, as provided for aboveaforesaid, Tenant shall promptly restore such Security Deposit without prejudice to the original amount. Landlord mayany other remedy or remedies, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, which Landlord may transfer have, or Landlord may pursue any other such remedy or remedies in lieu of applying the Security Deposit (or any amount of part thereof. No interest shall be payable on the Security Deposit remaining) and Landlord shall have the right to a successor/ownercommingle the Security Deposit with other funds of Landlord, and ▇▇▇▇▇▇ agrees to look solely at but Landlord shall keep the successor/owner for repayment Security Deposit free from the claims of the sameLandlord’s creditors. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver If Landlord shall apply the Security Deposit in the form of an unconditionalwhole or in part, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide pay to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an the amount sufficient so applied to restore the Security Deposit to its required amount pursuant original amount. Because elements of Additional Rent may be subject to this Section 8. Tenant’s failure annual reconciliation based on actual amounts determined to replenish be due, in addition to the other rights provided herein to Landlord regarding the Security Deposit, Landlord shall have the right, in its discretion, upon the end of the Lease and delivery of the Premises in accordance with the terms hereof, to hold a portion of the Security Deposit shall constitute a failure equal to no more than twenty percent (20%) of any estimated amounts previously payable by Tenant in respect of Additional Rent for the preceding Lease Year until completion of such reconciliation (but in no event more than ninety (90) days after expiration of the Lease Term), at which time Landlord has the right to deduct any amounts then determined to be due from the remaining Security Deposit and return any balance of the Security Deposit to Tenant; provided, however, that Landlord may not withhold from the Security Deposit an amount greater than the amount which Landlord reasonably estimates will be owing by Tenant upon completion of such reconciliation. If the remaining Security Deposit is not sufficient to pay Additional Rent Tenant’s obligations hereunder, Tenant shall pay the same within thirty (30) days of billing from Landlord. In the event of a sale or other transfer of the Project, or leasing of the entire Project including the Premises subject to Tenant’s tenancy hereunder, Landlord shall transfer the Security Deposit then remaining at no additional cost to Tenant to the vendee or lessee, such vendee or lessee shall thereupon become entitled to the rights and subject to the obligations of the landlord under this Lease (including the obligations with respect to the Security Deposit), and Landlord shall thereupon be released from all liability for the return of such Security Deposit to Tenant. In such event, Landlord shall cause the transferee of the Security Deposit to issue a written acknowledgement of receipt thereof and Tenant shall have ten (10) days from the date agrees after receipt of such notice to cure look solely to the new landlord for the return of the Security Deposit then remaining. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such defaultassignment, encumbrance, attempted assignment or attempted encumbrance.

Security Deposit. Upon (a) Concurrently with Tenant’s execution of this the Lease, Tenant shall deliver to Landlord either a cash deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph aboveor, in lieu of a cash Security Depositdeposit, Tenant may deliver the Security Deposit in the form of an irrevocable, unconditional, clean, irrevocable standby letter of credit, in a form acceptable the amount of One Hundred Ninety-three Thousand Eight Hundred Eighty-seven Dollars ($193,887) as security for the full and faithful performance of each and every term, covenant and condition of this Lease (the “Security Deposit). Any such letter of credit, together with any renewal or replacement letters of credit delivered or to Landlordbe delivered by Tenant, and issued by a bank reasonably acceptable shall be referred to Landlord (herein collectively as the “Letter of Credit.” The Letter of Credit shall name Landlord as beneficiary and shall be issued by a national money center bank with an office in the San Francisco Bay area, California (the “Issuer”). The final form of the Letter of Credit, the identity of the Issuer, and the form of any replacement Letter of Credit shall be subject to Landlord’s approval. Landlord shall hold the Security Deposit as security for the full and faithful performance of Tenant’s obligations under this Lease, it being expressly understood and agreed that the Security Deposit is not an advance rental deposit or a measure of Landlord’s damages in the event of Tenant’s default. (b) The Letter of Credit shall be for an initial term of not less than twelve (12) months and shall be maintained in force at all times from issuance through thirty (30) days following the expiration or earlier termination of this Lease. If Tenant fails to deliver a replacement Letter of Credit to Landlord at least thirty (30) days prior to the expiration date of an outstanding Letter of Credit, Landlord shall have the right, in addition to any other remedies available to Landlord, to draw down all or part of the current Letter of Credit and to hold the proceeds thereof as security, provided a cash Security Deposit without the payment of any interest to Tenant. Drawing upon the Letter of Credit shall be delivered conditioned only upon presentation of the original Letter of Credit to the Issuer accompanied by a certified statement from Landlord with executed copies that Landlord is entitled to draw upon the Letter of this Credit pursuant to the terms of the Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, transferable by the beneficiary and any transfer fee payable to Tenant upon presentment the Issuer shall be paid by Tenant. The Letter of original to Credit shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant. The use, application or retention of the issuer in person Letter of Credit, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by courierlaw, in partial or full drawsit being intended that Landlord shall not first be required to proceed against the Letter of Credit, and such use, application or retention shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. (iic) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis Upon the occurrence of any default by Tenant under this Lease, regardless of whether Tenant has filed a petition in bankruptcy under the federal bankruptcy laws, or if Tenant, following the filing of any such petition, rejects this Lease, then Landlord may (subject to the permitted date of termination set forth belowbut shall not be required to) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing draw upon the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit so much thereof as provided below. Any and all fees or costs charged by the issuer is necessary in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect Landlord’s determination to any provision of this Lease beyond applicable notice and cure periodsTenant’s default, including but not limited to the provisions relating to the payment of Rentany Rent or other sum then due and unpaid, Landlord may draw upon all or and the repair of any part of damage to the Premises caused by Tenant’s Letter of Credit. If any portion of the Security Deposit Letter of Credit is so used, applied, or retaineddrawn upon by Landlord for such purposes, Tenant will shall, within ten (10) business days after written demand by Landlord, deposit a replacement Letter of Credit with Landlord in the amount of the original Letter of Credit. Tenant’s failure to do so shall be a material breach of this Lease. Tenant shall not, however, be required to provide Landlord with a replacement Letter of Credit if the Letter of Credit is drawn upon by Landlord solely as a result of a bankruptcy by Tenant and not as a result of any other default by Tenant (i.e., no Rent or other charges are currently due and outstanding under this Lease. In the event that Landlord draws upon the Letter of Credit solely due to Tenant’s failure to renew the Letter of Credit at least thirty (30) days before its expiration (i) such failure to renew shall not constitute a default hereunder and (ii) Tenant shall at any time thereafter be entitled to provide Landlord with a replacement Letter of Credit that satisfies the requirements hereunder, at which time Landlord shall return the cash proceeds of the original Letter of Credit drawn by Landlord. If Landlord so uses or applies all or any portion of any cash Security Deposit, then within ten (10) days after written demand from Landlord, provide to therefor Tenant shall deposit cash with Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. the full extent of the above amount, and Tenant’s failure to replenish do so shall be a default under this Lease. Provided that Tenant is not then in default under this Lease, the Letter of Credit, or any cash Security Deposit, if applicable, shall be returned to Tenant within thirty (30) days after the date which is the later of the expiration of the Term hereof and the date Tenant has surrendered the Premises in accordance with the terms of this Lease. (d) Landlord may use, apply or retain the whole or any part of the Security Deposit as may be reasonably necessary (i) to remedy Tenant’s default in the payment of any Rent, (ii) to repair damage to the Premises that is caused by Tenant, (iii) to clean the Premises upon termination of this Lease, (iv) to reimburse Landlord for the payment of any amount which Landlord may reasonably spend or be required to spend by reason of Tenant’s default, or (v) to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s default including without limitation, those damages provided for in California Civil Code Section 1951.2 and any successor statutes providing for damages in the event of the termination of a lease due to a default by the tenant thereunder, and those damages provided by other provision of applicable law now or hereafter in force or provided for in equity. As a material part of the consideration given by Tenant to Landlord to induce Landlord to enter into this Lease, Tenant waives the provisions of California Civil Code Section 1950.7, and all other provisions of law now in force or that become in force after the date of the execution of this Lease, that provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Tenant, or to clean the Premises. Landlord and Tenant agree that Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord for any other foreseeable or unforeseeable loss or damage caused by the acts or omissions of Tenant or Tenant’s officers, agents, employees, independent contractors or invitees. (e) No part of the Security Deposit shall constitute a failure be considered to pay Additional Rent be held in trust, to bear interest or another increment for its use, or to be prepayment for any moneys to be paid by Tenant under this Lease. In the event Landlord transfers its interest in this Lease, Landlord shall transfer the then remaining amount of the Security Deposit to Landlord’s successor in interest, and Tenant thereafter Landlord shall have ten (10) days from the date of notice no further liability to cure Tenant with respect to such defaultSecurity Deposit.

Security Deposit. Upon the execution of this Lease, Tenant shall deposit with Landlord a Letter of Credit as described in this Section (the “Letter of Credit”), as security for the punctual performance of each and every obligation of Tenant under this Lease. In no event shall the Security Deposit be deemed to be a prepayment of Rent nor shall it be considered a measure of liquidated damages. The Letter of Credit shall be an irrevocable standby letter of credit, in form and content and issued by a commercial bank satisfactory to Landlord in its reasonable discretion, which Letter of Credit shall provide that it may be drawn upon in Boston, Massachusetts or by facsimile (i) in part or in whole, upon the presentation of a sight draft accompanied by a certificate signed by a representative of Landlord, setting forth the amount due to Landlord by reason of the occurrence of an Event of Default by Tenant hereunder, or (ii) in whole, upon the presentation of a sight draft accompanied by a certificate signed by a representative of Landlord, stating that (a) such Letter of Credit will expire within thirty (30) days of such certificate, and (b) Tenant has not deposited a substitute Letter of Credit in the form, amount and issued by a bank as required by this Section. Landlord agrees that for purposes of this Section, First Republic Bank shall be an acceptable issuer of the Letter of Credit. Any payment drawn by Landlord under the Letter of Credit pursuant to clause (ii) of the preceding sentence shall be held by Landlord as a cash Security Deposit (“Cash Security”) pursuant to the provisions of this Article. Landlord may commingle any Cash Security with Landlord’s other funds, and no interest shall be due thereon. The Letter of Credit shall remain in full force and effect for a period of at least sixty (60) days beyond the expiration of the Term. Tenant shall deposit the original Letter of Credit with Landlord and shall keep the Letter of Credit in full force and in compliance with the provisions of this Lease throughout the Term. If required by the terms of any mortgage, pledge, security agreement or other encumbrance granted on the Unit or Landlord’s interest therein to secure financing provided to Landlord, Landlord may assign the Letter of Credit to the holder of such mortgage, pledge, security agreement or other encumbrance. Landlord may apply the Security Deposit towards any default by Tenant which continues beyond the expiration of the applicable notice and cure period provided therefor in this Lease (if any), and damages sustained by Landlord as a result thereof. In the event that Landlord so draws upon and applies all or any portion of the proceeds of the Letter of Credit, or so applies all or any portion of the Cash Security, Tenant shall pay to Landlord, as Additional Rent, the amount so expended by Landlord (or shall deliver an amendment to the Letter of Credit increasing the amount of the Letter of Credit by the amount so drawn by Landlord) within five (5) Business Days of written notice given by Landlord so that at all times (subject to the 5-Business Day grace period herein referenced) Landlord shall be entitled to draw down upon the full aggregate amount of the Letter of Credit or hold the full Cash Security, or some combination thereof (in an amount not to exceed the amount of the Security Deposit specified on [Page One]in Article 1 above, as such amount may be reduced in accordance with the provisions of the last two grammatical paragraphs of this LeaseArticle 14). Notwithstanding anything contained in this Lease to the contrary, any failure of Tenant to restore any amount drawn under the Letter of Credit or expended from the Cash Security within the time and manner specified in this Section shall immediately constitute an Event of Default hereunder (without the necessity of any additional notice or the passage of any additional time) and entitle Landlord to immediately draw down the Letter of Credit then in force or effect and Landlord shall retain such cash amounts as a Security Deposit pursuant to the provisions of this Section. Tenant shall be solely responsible for the payment of all costs associated with obtaining, replacing (as necessary), transferring, extending and maintaining the Letter of Credit in accordance with the terms of this Section. The Security Deposit will be returned to Tenant without interest upon the expiration application of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed any obligation or default of Tenant under this Lease shall not deprive Landlord of any other rights or remedies Landlord may have, nor shall such application by TenantLandlord constitute a waiver by Landlord. In addition, in the event of a termination based upon an Event of Default of Tenant under this Lease, or a rejection of the Lease pursuant to the provisions of the Federal Bankruptcy Code, Landlord elects shall have the right to apply the Security Deposit as provided (from time to time, if necessary) to cover up to the full amount of damages and other amounts due from Tenant to Landlord under the Lease. Any amounts so applied shall, at Landlord’s election, be applied first to any unpaid Rent and other charges which were due prior to the filing of the petition for above, Tenant protection under the Federal Bankruptcy Code. Landlord shall promptly restore such assign the Security Deposit to any purchaser of the original amountUnit, and thereafter Landlord shall have no further responsibility therefor. Upon request of Landlord may, at its discretion, commingle or any such funds with its other funds, Upon any sale or other conveyance purchaser of the Building, Tenant shall, at its expense, cooperate with Landlord may transfer in obtaining an amendment to or replacement of any Letter of Credit which Landlord is then holding so that the Security Deposit (amended or any amount new Letter of Credit reflects the name of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/new owner for repayment of the sameUnit. Notwithstanding anything to Within sixty (60) days after the contrary in expiration or earlier termination of the paragraph aboveTerm, in lieu of a cash Security DepositLandlord shall inspect the Premises, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided make such draw upon the Letter of Credit or apply all or any portion of the Cash Security as may be required to cure any default by Tenant hereunder or to make payment on account of damages suffered by Landlord, and, if no default is then continuing, Landlord shall be delivered to Landlord with executed copies of this Lease. The redeliver the original Letter of Credit shall (ias may have previously been drawn on by Tenant) be unconditionalor pay the balance of the Cash Security, irrevocableas the case may be, transferableto Tenant. Notwithstanding the foregoing, payable to provided that (1) this Lease is in full force and effect as of the last day of the third (3rd) Lease Year (the “Reduction Date”), (2) no Event of Default on the part of Tenant upon presentment of original has occurred prior to the issuer Reduction Date which is continuing as of the Reduction Date, (3) as of the Reduction Date Tenant has not assigned the Lease or effected a Transfer of an ownership interest (direct or indirect) in person Tenant which effects a change in control of Tenant) other than (A) a Related Party Transfer, or (B) as approved by courier, in partial or full drawsLandlord pursuant to the provisions of Article 12 hereof, and (ii4) contain as of the Reduction Date (x) if Tenant is then a publicly-traded company, Tenant has a market capitalization of not less than Five Hundred Million ($500,000,000.00) Dollars, or (y) if Tenant is not then a publicly-traded company, Tenant has an “evergreen” provision which provides that it is automatically renewed on an annual basis enterprise value of not less than Seven Hundred Fifty Million (subject to the permitted date of termination set forth below$750,000,000.00) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation noticeDollars, Landlord may immediately draw upon all or any part agrees to accept a reduction in the amount of the Letter of Credit and Tenant shall provide Landlord with which it is then holding so as to cause the total Security Deposit to be reduced as of the Reduction Date to an additional irrevocable standamount equal to Six Hundred Eighteen Thousand Three Hundred Thirty-by letter of credit as provided belowTwo ($618,332.00) Dollars. Any and all fees or costs charged by the issuer reduction in connection with the Letter of Credit held by Landlord as the Security Deposit pursuant to the immediately preceding paragraph shall be paid accomplished by ▇▇▇▇▇▇. The irrevocable stand-by Tenant providing Landlord with a substitute Letter of Credit shall remain effective through in the date that reduced amount in exchange for the existing Letter of Credit which Landlord is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periodsthen holding, including but not limited or by an amendment to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s existing Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Credit then held by Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, which is accepted by Landlord in an writing (which acceptance may be evidenced by e-mail). If Tenant does not satisfy the requirements for a reduction in the amount sufficient to restore of the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish Letter of Credit on the Security Deposit shall constitute a failure to pay Additional Rent and Reduction Date as specified above, then Tenant shall be deemed to have ten (10) days from irrevocably forfeited its right to any reduction in the date amount of notice to cure such defaultthe Letter of Credit during the Term.

Security Deposit. Upon execution As a condition of this Lease, the Tenant shall deposit with Landlord must pay a Security Deposit prior to moving into the amount Premises as partial security for all of the Security Deposit specified on [Page One], of Tenant’s obligations under this Lease. The Security Deposit must be paid in full before the Tenant will be returned given access to the unit. The Security Deposit will not be the limit of damages if the Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of violates this Lease, and after the expiration Tenant may be liable for damages in excess of the Security Deposit. As part of the Security Deposit, All Tenants will be charged the $100 professional cleaning fee at the time the tenant vacates, which will automatically be withheld from the Security Deposit. This charge applies separately to all tenants and will not be “split” among them. Among other items, the cost of labor and materials for cleaning and repairs in excess of “normal wear” and the amount of delinquent payments of Rent and other charges, and late charges, may be deducted by the College from the Security Deposit to its full amount. The Tenant cannot use the Security Deposit to offset or pay in advance of any applicable cure periodRent or any other charges under this Lease, Landlord but the College may apply alluse, if it so chooses, all or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this LeaseTenant’s unpaid obligations. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to agrees that the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers College has thirty (30) days’ prior written notice calendar days after (a) termination of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights this Lease, or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part (b) surrender of the Letter Premises (including return of Credit all keys and Tenant shall provide Landlord with an additional irrevocable standphysically vacating the Premises), whichever occurs first pursuant to MCA ▇▇-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇-▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect , to return any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any unused portion of the Security Deposit is so usedto the Tenant. If, appliedafter inspection by Residential Life & Housing, there are no damages to the Premises, no cleaning required, and no Rent or retainedother obligations unpaid by the Tenant, Tenant will the College shall return the Security Deposit within ten (10) ten calendar days after written demand by mailing it to the Tenant’s new address. All Tenants are required to submit a forwarding address at time of departure. Along with that return, the College will provide the Tenant with a description and itemized listing of deductions that have been made from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultDeposit, if any.

Security Deposit. Upon execution 5.6.1. The Licensee shall submit an Interest Free Security Deposit to the SSCL for a sum equivalent to INR (Rupees only) for the said Licensed Space(s) with a validity of this Lease, Tenant three years. This Security Deposit shall deposit with Landlord the amount be submitted within 15 days of issue of the Security Deposit specified on [Page One], of this LeaseLOA. The Security Deposit will shall be returned in the form of an unconditional and irrecoverable Bank Guarantee in favor of “Shillong Smart City Limited”, drawn on any Public Sector Bank and payable /encashable at Shillong. The Bank Guarantee for Security Deposit shall be submitted or be renewed for a sum equivalent to Tenant without interest upon the expiration one year’s License fee of the Term following year with a validity of three years. 5.6.2. The Security Deposit would however be forfeited in case of any “Event of Default” as described in the License Agreement and/or in accordance with terms specified elsewhere in the bid document. 5.6.3. Upon the SSCL/Licensor being of the Lease, provided view that ▇▇▇▇▇▇ the Licensee has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under committed any provision breach or default of this LeaseAgreement, SSCL/Licensor shall, without prejudice to its other rights and after remedies hereunder or in law, be entitled to en-cash and appropriate the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to relevant amounts owed by Tenant. In the event Landlord elects to apply from the Security Deposit as provided loss/damages for abovesuch breach or default. Upon such encashment and appropriation from the Security Deposit, Tenant the Licensee shall, within 30 (thirty) days thereof, replenish, in case of partial appropriation, to its original level the Security Deposit, and in case of appropriation of the entire Security Deposit provide a new Security Deposit, as the case may be, and the Licensee shall, within the time so granted, replenish or furnish fresh Security Deposit as aforesaid failing which SSCL/Licensor shall promptly restore such be entitled to terminate this Agreement and forfeit the remaining amounts of the Security Deposit, if any. 5.6.4. The Licensee agrees and undertakes to keep the Security Deposit valid on roll over basis throughout the License Period till the end of the License Period plus 180 days thereafter. The Security Deposit shall not carry interest. 5.6.5. The said Security Deposit shall be returned by SSCL/Licensor after the expiry of the License Period without any interest subject to fulfilment of all handing over obligations/requirements by the Licensee, to the satisfaction of SSCL/Licensor and further subject to deductions/adjustment for all damages/losses suffered by SSCL /Licensor 5.6.6. If the Licensee defaults in any Quarterly License Fee for more than 45 (Forty Five) days from the due date as per the provisions of this Agreement, SSCL/Licensor shall be entitled to en-cash the Security Deposit without being liable in any manner whatsoever to the Licensee and to appropriate the Security Deposit as “damages”, without prejudice to other rights and claims of the SSCL/Licensor in which case the Licensee shall replenish the Security Deposit to the original amountvalue or submit a new Bank Guarantee for the original value i.e. equivalent to 100% of one year License. 5.6.7. Landlord mayIn case after submission of the revised Security Deposit, the Licensee defaults second time in recurring payment, SSCL/Licensor at its sole discretion, commingle such funds shall be entitled to terminate this Agreement in accordance with its other fundsthe provisions of Article 10, Upon without being liable in any sale or other conveyance of manner whatsoever to the Building, Landlord may transfer Licensee and to appropriate the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the as predetermined “Letter of Creditdamages”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default.

Security Deposit. Upon execution Notwithstanding any other provision of this LeaseInstallment Purchase Contract, Tenant shall the District may secure the payment of (i) all or a portion of the Installment Payments by a deposit with Landlord the amount of Bank or, at the Security Deposit specified on [Page One]Bank’s sole option, a bank or trust company acceptable to the Bank, as escrow holder under an escrow deposit and trust agreement, of this Lease. The Security Deposit will either (i) cash in an amount which is sufficient to pay such unpaid Installment Payments, including the principal and interest components thereof, in accordance with the Installment Payment schedule set forth in Exhibit B attached hereto, or (ii) non-callable Federal Securities or pre-refunded non-callable municipal obligations rated “AA” and “Aa” by S&P and Moody’s, respectively, together with cash if required, in such amount as will, without re-investment, in the opinion of an independent certified public accountant (which opinion shall be returned addressed to Tenant without the Bank), together with interest upon the expiration of the Term of the Leaseto accrue thereon, provided be fully sufficient to pay such unpaid Installment Payments on their payment dates so that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereundersuch Installment Payments shall be defeased. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure periodshortfall, Landlord may apply allthe District shall deposit from legally available funds such amounts as is necessary to make up such shortfall. In all cases, deposits of cash or Federal Securities made to secure the Installment Payments pursuant to this paragraph shall be kept in segregated escrow accounts or escrow subaccounts and such deposits shall not be commingled for any part of the Security Deposit to amounts owed by Tenantreason. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount deposits pursuant to this Section 86.03 sufficient to fully defease all of the Installment Payments, and provided that all other amounts payable by the District hereunder have been paid in full, all obligations of the District under this Installment Purchase Contract shall cease and terminate, excepting only the obligation of the District to make, or cause to be made, all Installment Payments from the deposits made by District pursuant to this Section 6.03 and the obligation to pay amounts due the Bank, as assignee of the Corporation. Tenant’s failure Said deposits shall be deemed to replenish be and each of the Security Deposit deposits shall constitute a failure separate special fund that may be used solely for the payment of the Installment Payments in accordance with the provisions of this Installment Purchase Contract, and pending such application shall be held in trust and pledged to pay Additional Rent and Tenant shall have ten (10) days from for the date sole benefit of notice the Bank and any assignee or transferee of the Bank. The District hereby grants to cure such defaultthe Bank, as assignee of the Corporation, a first priority security interest in any amounts so deposited.

Security Deposit. Upon execution of this Lease, Tenant shall deposit with Landlord the amount of the The Security Deposit specified has been delivered to Landlord on [Page One], the date hereof and shall be held by Landlord as security for the performance of Tenant’s obligations under this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration is not an advance rental deposit or a measure of Landlord’s damages in case of Tenant’s default. Upon each occurrence of an Event of Default (hereinafter defined), Landlord may use all or part of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts Security Deposit to pay delinquent payments due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration cost of any applicable cure perioddamage, injury, expense or liability caused by such Event of Default, without prejudice to any other remedy provided herein or provided by law. Tenant shall pay Landlord may apply allon demand the amount that will restore the Security Deposit to its original amount. Landlord’s obligation respecting the Security Deposit is that of a debtor, not a trustee; no interest shall accrue thereon. The Security Deposit shall be the property of Landlord, but shall be paid to Tenant when Tenant’s obligations under this Lease have been completely fulfilled, except as otherwise provided below. Landlord shall not be required to keep all or any part of the Security Deposit separate from its general accounts. Landlord shall be released from any obligation with respect to amounts owed the Security Deposit upon transfer of this Lease and the Premises to a person or entity assuming Landlord’s obligations under this Paragraph 5. Provided that as of the first day of the 13th, 25th, 37th, 49th and 61st full calendar months of the Lease Term, (x) Tenant is the Tenant originally named herein, (y) Tenant actually occupies all of the Premises initially demised under this Lease and any space added to the Premises, and (z) no Event of Default has existed, exists, or would exist but for the passage of time or the giving of notice, or both; the Security Deposit required under this Lease shall decrease by Tenant$30,000.00 on the first day of the 13th, 25th, 37th, 49th and 61st full calendar months following the Commencement Date and continuing until the Security Deposit shall equal $60,000.00, so that as of such date and throughout the remainder of the Lease Term, the Security Deposit shall reflect a total amount of $60,000.00. In the event Landlord elects Tenant meets the foregoing obligation to apply meet the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount reduction of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable pay to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) reduced amount no later than 30 days following the expiration effective date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultreduction.

Security Deposit. Upon execution Tenant shall deposit with Landlord, upon delivery of an executed copy of this Lease to Landlord, a security deposit (the “Security Deposit”) for the performance of all of Tenant’s obligations hereunder in the amount set forth on page 2 of this Lease, Tenant shall deposit with Landlord the amount of the which Security Deposit specified on [Page One], of this Lease. The Security Deposit will shall be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, unconditional and irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord credit (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall ): (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, (ii) naming Landlord as beneficiary, (iii) expressly allowing Landlord to draw upon it at any time from time to time by delivering to the issuer notice that Landlord is entitled to draw thereunder, (iv) issued by an FDIC-insured financial institution satisfactory to Landlord (Landlord acknowledging that Silicon Valley Bank is an approved issuer), and (v) redeemable by presentation of a bank reasonably acceptable sight draft in the Commonwealth of Massachusetts, by overnight delivery or by facsimile. If Tenant does not provide Landlord with a substitute or extended Letter of Credit complying with all of the requirements hereof at least 10 business days before the stated expiration date of any then current Letter of Credit, Landlord shall have the right to draw the full amount of the current Letter of Credit and hold the funds drawn in cash without obligation for interest thereon as the Security Deposit. Any cash proceeds of the Letter of Credit following a draw by the Landlord (the “Cash Proceeds”) are property of the Landlord, and Tenant shall have no right in the Security Deposit or the Letter of Credit other than the right to a return of the Letter of Credit when both this Lease has terminated and Tenant’s obligations under this Lease have been completely fulfilled as set forth herein. The Security Deposit and the Letter of Credit and Cash Proceeds shall be held by Landlord without obligation for interest thereon as security for the performance of all of Tenant’s obligations under this Lease. The Security Deposit and the Letter of Credit and the Cash Proceeds are not an advance rental deposit or a measure of Landlord’s damages in case of ▇▇▇▇▇▇’s default. Upon each occurrence of Default (as defined in Section 20), Landlord may use and apply all or part of the Security Deposit and the Letter of Credit and the Cash Proceeds, without notice to or any action by Tenant or any other person or entity, to pay delinquent payments due under this Lease, and the cost of any damage, injury, expense or liability caused by such Default, without prejudice to any other remedy provided herein or provided by law. Upon such use or application, Tenant shall have no right whatsoever to any amount sufficient so used or applied. ▇▇▇▇▇▇▇▇'s right to use and apply the Security Deposit and the Letter of Credit and the Cash Proceeds under this Section 6 includes the right to use and apply the Security Deposit and the Letter of Credit and the Cash Proceeds to pay future rent damages following the termination of this Lease pursuant to Section 21(c) below. Upon any use or application of all or any portion of the Security Deposit and the Letter of Credit or the Cash Proceeds permitted under this Lease, Tenant shall, within 5 business days following Landlord’s written demand, pay Landlord the amount, or provide Landlord a replacement Letter of Credit meeting the foregoing criteria, that will restore the Security Deposit to its required amount pursuant original amount. Upon bankruptcy or other debtor-creditor proceedings against ▇▇▇▇▇▇, the Security Deposit and the Letter of Credit and the Cash Proceeds shall be deemed to be applied first to the obligations of Tenant arising for periods prior to the filing of such proceedings. Tenant hereby waives the provisions of any law, now or hereafter in force, which provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of Rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord for any other loss or damage, foreseeable or unforeseeable, caused by the act or omission of Tenant or any officer, employee, agent or invitee of Tenant. The Security Deposit and the Letter of Credit and the Cash Proceeds, after deducting therefrom all amounts to which Landlord has used or applied in accordance with this Lease, or to which Landlord is entitled under the provisions of this Lease, shall be returned to Tenant (or, at ▇▇▇▇▇▇▇▇’s option, to the last assignee of Tenant’s interest hereunder) within 90 days after the expiration or earlier termination of this Lease. For the avoidance of doubt, no portion of the Security Deposit and the Building 1 (AOTC) / Kymera Therapeutics, Inc. - Page 11 Letter of Credit and the Cash Proceeds shall be returned to Tenant until both this Lease has terminated and Tenant’s obligations under this Lease have been completely fulfilled as set forth herein. If Landlord transfers its interest in the Project or this Lease, Landlord shall either, at Landlord’s election in its sole discretion and expense (other than any transfer or processing fees, which shall be paid by Tenant), (a) transfer any Security Deposit and the Letter of Credit and the Cash Proceeds then held by Landlord to a person or entity assuming Landlord’s obligations under this Section 86 after deducting therefrom all amounts to which Landlord has used or applied in accordance with this Lease, or to which Landlord is entitled under the provisions of this Lease, or (b) return to Tenant any Security Deposit and the Letter of Credit and the Cash Proceeds then held by ▇▇▇▇▇▇▇▇ and remaining after the deductions permitted herein. Upon such transfer to such transferee or the return of the Security Deposit and the Letter of Credit and the Cash Proceeds to Tenant, Landlord shall have no further obligation with respect to the Security Deposit and the Letter of Credit and the Cash Proceeds, and, in the event of a transfer, ▇▇▇▇▇▇’s failure right to replenish the return of the Security Deposit and the Letter of Credit and the Cash Proceeds shall apply solely against ▇▇▇▇▇▇▇▇’s transferee. On the 3rd anniversary of the Base Rent Commencement Date (the “Reduction Date”), provided (i) this Lease shall be in full force and effect, (ii) Tenant is not in Default or monetary default under this Lease and (iii) no more than two Defaults have occurred since the date of this Lease, the Security Deposit shall constitute be reduced to an amount equal to $3,018,720 (the "Reduced Security Deposit"). Subject to the foregoing conditions, on the Reduction Date, if Tenant provides Landlord with a failure replacement Letter of Credit in the amount of the Reduced Security Deposit and otherwise in accordance with the requirements of this Section 6, then Landlord shall return the original Letter of Credit then held by Landlord to pay Additional Rent Tenant promptly after ▇▇▇▇▇▇▇▇’s receipt of the original replacement Letter of Credit (or reasonably cooperate to amend the existing Letter of Credit pursuant to the foregoing provisions). If Landlord returns to Tenant any portion of the Security Deposit in accordance with this Section, then from and Tenant shall have ten (10) days from after the date such monies are returned to Tenant, the "Security Deposit" shall be deemed to be the Reduced Security Deposit for all purposes of notice to cure this Lease. In no event shall any such defaultreturn be construed or deemed as an admission by Landlord that Tenant has performed all of its covenants and obligations hereunder.

Security Deposit. Upon (a) Landlord is currently holding a Security Deposit under the Existing Lease equal to One Hundred Fifteen Thousand Four Hundred Eighty-Seven and 01/100 Dollars ($115,487.01) and Tenant has upon execution of this Third Amendment delivered to Landlord an additional security deposit of $557,000.00 for a total deposit to be held by Landlord in the amount of $672,486.51 (collectively the "Security Deposit"), which shall be held as security for the Tenant's performance as herein provided and refunded to the Tenant at the end of the Lease subject to the Tenant's satisfactory compliance with the conditions hereof. The Landlord shall not be obligated to pay interest on or segregate such amount from other funds of the Landlord. (b) Landlord has determined that instead of a cash security deposit, in the full amount of the Security Deposit, Tenant may, at its option, upon execution and delivery of this Lease, Tenant shall from time to time, deposit with Landlord clean, irrevocable, unconditional letters of credit, with a right of assignment (without charge or cost to Landlord) to any successor to Landlord's interests hereunder, in favor of Landlord in amounts, at Tenant's option, equal to some or all of the Security Deposit. Landlord will promptly pay Tenant the amount of the Security Deposit specified cash security deposit then held by Landlord and being replaced by such letter or letters of credit, Such letter of credit, and any replacement thereof, shall be drawn on [Page One]a Massachusetts bank approved by landlord from time to time. In the event of a material adverse change in the financial position of any bank which has issued a letter of credit hereunder, Landlord reserves the right, on any scheduled expiration or renewal date of any such letter (or, in the event that Landlord reasonably determines that the condition of the issuing bank is in imminent danger of insolvency, upon 10 days' notice), to request that Tenant change the issuing bank to another bank reasonably approved by Landlord. Regardless of whether Landlord shall have previously requested that Tenant change issuing banks, if the bank on which the original letter of credit or any replacement letter is drawn is declared insolvent or placed into conservatorship or receivership, Tenant shall, within 20 days thereafter, replace the then outstanding letter of credit with a letter of credit from another bank acceptable to Landlord. (c) The letter of credit shall contain a clause whereby the issuing bank agrees to automatically extend the term of the letter of credit from year to year throughout the Initial Term (and any Extended Term) unless, not less than sixty (60) days prior to the date on which the letter would expire absent such extension, the issuing bank gives notice to Landlord, by certified or registered mail, of this Leasenon-extension. The Security Deposit will be returned In the event of notice from the issuing bank of non-extension, Tenant shall, not later than twenty (20) Business Days prior to Tenant the date on which the outstanding letter shall expire without interest upon the expiration extension, obtain a replacement letter of credit from a Massachusetts bank acceptable to Landlord, under all of the Term terms and conditions set forth above. Upon (i) the occurrence of a Default of Tenant hereunder, or (ii) the Leasefailure of Tenant to replace any such letter at least twenty (20) Business Days prior to its expiration, provided that ▇▇▇▇▇▇ has paid all amounts due and written certification thereof by Landlord to the issuing bank, Landlord may at its election draw the full amount or any part thereof, and bold, use and apply the proceeds thereof as if such proceeds were originally deposited with Landlord in cash under this Lease and has otherwise performed all obligations hereunderSection. In the event that Landlord draws any such letter of credit, Landlord may elect to use such proceeds (or any excess proceeds after application) to obtain from another Massachusetts bank a replacement letter of credit, and the cost of such replacement shall be deducted from the available balance and reimbursed by Tenant. Tenant defaults under hereby agrees, if so requested by Landlord may do so in Tenant's name and behalf. The order in which Landlord applies the proceeds of the cash security deposit and the proceeds of the letter of credit shall be determined by Landlord from time to time in its sole and unfettered discretion. (d) From and after the time at which Landlord shall have drawn all or any provision portion of the proceeds of such a letter of credit, if Landlord shall not elect to obtain its own replacement letter of credit, Landlord shall have the right from time to time without prejudice to any other remedy Landlord may have on account thereof, to apply such proceeds, or any part thereof, to Landlord's damages arising from any then existing or subsequently occurring Default of Tenant hereunder. At the expiration or earlier termination of the Term of this Lease, Landlord shall return to Tenant the proceeds thereof (or, if not drawn upon, any letter of credit), or so much thereof as shall not have theretofore been applied in accordance with the terms of this Section 2.13 (or be reasonably necessary to cure any failure of Tenant as to which any notice or grace periods shall not then have expired), provided that as to the partial reductions in the amount of the security deposit referred to in paragraph (a), such reductions shall be effected by amendments to the letter of credit reflecting the reduced requirements. If Landlord conveys Landlord's interest under this Lease, the proceeds (or, if not drawn upon, any letter of credit), or any part thereof not previously applied, shall be turned over by Landlord to Landlord's grantee, and, when actually turned over, Tenant agrees to look solely to such grantee for proper application of the proceeds in accordance with the terms of this Section 2.13, and after the expiration return thereof in accordance herewith. The holder of a mortgage shall not be responsible to Tenant for the return of any applicable cure periodletter of credit or application of any such proceeds, whether or not it succeeds to the position of Landlord hereunder, unless such proceeds or letter of credit shall have actually been received by such holder. The Landlord may apply alluse, apply, or retain the whole or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply extent required for the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon payment of any sale rent or other conveyance payment due Landlord hereunder or other sum which the Landlord may expend on incur by reason of the Building, Landlord may transfer the Security Deposit (or Tenant's default in any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies terms of this Lease, including, but not limited to, any damages or deficiencies in the reletting of the Premises, whether such damages or deficiencies accrued before or after summary proceedings or other re-entry by the Landlord. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon If all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retainedapplied to an obligation of Tenant hereunder, Tenant will within ten (10) days after written demand from Landlord, provide to shall immediately upon request by Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant original amount. Tenant shall not have the right to call upon Landlord to apply all or any part of the Security Deposit to cure any default or fulfill any obligation of Tenant, but such use shall be solely in the discretion of Landlord. In the event that the Tenant shall comply with all of the terms of this Section 8. Tenant’s failure to replenish Lease, the Security Deposit shall constitute be returned to the Tenant after the expiration of this Lease, In the event of a failure sale or lease of the Premises the Landlord shall have the right to pay Additional Rent transfer the Security Deposit to the purchaser and the Landlord shall thereupon be released from all liability for the return of such Security Deposit. The Tenant shall have ten (10) days from not assign or encumber the date of notice to cure money deposited as the Security Deposit, and neither the Landlord nor its successors or assigns shall be bound by any such defaultassignment or encumbrance.

Security Deposit. Upon (A) Tenant agrees, at the time of execution of this Lease, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term and delivery of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunderto pay the security deposit specified in Section 1.2 (herein sometimes called the “Security Deposit”), as follow. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of shall deliver the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an irrevocable, unconditional, clean, irrevocable standby negotiable letter of creditcredit (“Letter of Credit”) conforming to the requirements of this Section 16.26 in the amount of Two Million Four Hundred Three Thousand Eight Hundred Eighty-Two ($2,403,882.00) Dollars. The Letter of Credit shall secure both Tenant’s obligations under this Lease, in a form as well as Tenant’s obligations under the Existing Lease. Landlord shall, simultaneously at the time that Tenant delivers the Letter of Credit to Landlord, cause the Existing Landlord to return to Tenant the letter of credit (“Existing Letter of Credit”) which Landlord is then holding under the Existing Lease. The parties hereby agree that as of the date under the Existing Lease that Landlord would have been required, but for the provisions of this Section 16.26(A), to return the Existing Letter of Credit to Tenant pursuant to Section 16.26(C) of the Existing Lease: (i) the Letter of Credit shall no longer secure Tenant’s obligations under the Existing Lease, and (ii) the Letter of Credit shall be amended, by instrument reasonably acceptable to Landlord, so as to eliminate the Existing Landlord as a beneficiary of the Letter of Credit and issued any references to the Existing Lease. Landlord shall hold the same, throughout the term of this Lease (including any extension thereof), as security for the performance by Tenant of all obligations on the part of Tenant to be performed. Landlord shall have the right from time to time without prejudice to any other remedy Landlord may have on account thereof, to apply such deposit, or any part thereof, to Landlord’s damages arising from any Event of Default on the part of Tenant. If Landlord so applies all or any portion of such deposit, Tenant shall within ten (10) days after notice from Landlord deliver cash or a bank reasonably acceptable replacement letter of credit or amendment to the letter of credit to Landlord in an amount sufficient to restore such deposit to the full amount stated in Section 1.2. Tenant not then being in default and having performed all of its obligations under this Lease, including the payment of all Annual Fixed Rent, Landlord shall return the deposit, or so much thereof as shall not have theretofore been applied in accordance with the terms of this Section 16.26, to Tenant on the expiration or earlier termination of the Lease Term and surrender of possession of the Premises by Tenant to Landlord in the condition required in the Lease at such time. While Landlord holds such deposit, Landlord shall have no obligation to pay interest on the same and shall have the right to commingle the same with Landlord’s other funds. If Landlord conveys Landlord’s interest under this Lease, the deposit, or any part thereof not previously applied, shall be turned over by Landlord to Landlord’s grantee for proper application of the deposit in accordance with the terms of this Section 16.26, and the return thereof in accordance herewith, and upon doing so Landlord shall have no further liability therefor. Neither the holder of a mortgage nor the landlord in a ground lease on property which includes the Premises shall ever be responsible to Tenant for the return or application of any such deposit, whether or not it succeeds to the position of Landlord hereunder, unless such deposit shall have been received in hand by such holder or ground lessor. Any letter(s) of credit delivered by Tenant to Landlord under this Section 16.26 shall comply with the provisions of this Section 16.26, and are referred to herein (collectively, if applicable) as the “Letter of Credit”) as security. Subject to the provisions of this Section 16.26, provided Landlord shall hold the Letter of Credit shall throughout the Lease Term (including all Extended Terms, if exercised) (unless sooner returned to Tenant as provided in this Section 16.26) as security for the performance by Tenant of all obligations on the part of Tenant to be delivered to Landlord with executed copies of performed under this Lease and under the Existing Lease. The Letter of Credit shall (i) be unconditionalissued by and drawn on a bank reasonably approved by Landlord (Landlord agreeing that, irrevocableas of the Execution Date, transferableSilicon Valley Bank is an acceptable bank for issuing a letter of credit) and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from ▇▇▇▇▇’▇ Professional Rating Service, payable (ii) be substantially in the form attached hereto as Exhibit J, (iii) permit one or more draws thereunder to Tenant upon presentment of original be made accompanied only by certification by Landlord or Landlord’s managing agent that pursuant to the issuer in person or by courierterms of this Lease, in partial or full drawsLandlord is entitled to draw upon such Letter of Credit, (iv) permit transfers at any time without charge, and (iiv) contain an “evergreen” provision which provides provide that it is automatically renewed on an annual basis (subject any notices to Landlord be sent to the permitted date notice address provided for Landlord in this Lease. If the credit rating for the issuer of termination such Letter of Credit falls below the standard set forth belowin (i) unless above or if the financial condition of such issuer delivers changes in any other material adverse way or if any trustee, receiver or liquidator shall be appointed for the issuer, Landlord shall have the right to require that Tenant provide a substitute letter of credit that complies in all respects with the requirements of this Section, and Tenant’s failure to provide the same within thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of days following Landlord’s rights or remedies hereunder, if the bank issuing written demand therefor shall entitle Landlord to immediately draw upon the Letter of Credit provides Landlord with Credit. If Tenant is delivering a cancellation noticesubstitute letter of credit, Landlord may immediately draw upon all or any part agrees to cooperate with Tenant to provide for a simultaneous exchange of the substitute letter of credit and the existing letter of credit. Any such Letter of Credit shall be for a term of two (2) years (or for one (1) year if the issuer thereof regularly and Tenant shall provide Landlord with an additional irrevocable stand-by letter customarily only issues letters of credit for a maximum term of one (1) year) and shall in either case provide for automatic renewals through the date which is ninety (90) days subsequent to the scheduled expiration of this Lease (as provided belowthe same may be extended). Any and all fees failure or costs charged by refusal of the issuer in connection with to honor the Letter of Credit shall be paid by ▇▇▇▇▇▇at Tenant’s sole risk and shall not relieve Tenant of its obligations hereunder with regard to the security deposit. The irrevocable stand-by Upon the occurrence of any Event of Default, Landlord shall have the right from time to time without prejudice to any other remedy Landlord may have on account thereof, to draw on all or any portion of such deposit held as a Letter of Credit shall remain effective through and to apply the date that is sixty (60) days following proceeds of such Letter of Credit or any cash held as such deposit, or any part thereof, to Landlord’s damages arising from such Event of Default on the expiration date part of Tenant under the terms of this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon so applies all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retainedsuch deposit, Tenant will shall within ten (10) days after written demand notice from Landlord, provide Landlord deposit cash (or a replacement letter of credit or amendment to Landlord an additional irrevocable, stand-by the letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, ) with Landlord in an amount sufficient to restore such deposit to the Security Deposit to its required full amount pursuant to stated in this Section 816.26. Tenant’s failure to replenish the Security Deposit While Landlord holds any cash deposit Landlord shall constitute a failure have no obligation to pay Additional Rent interest on the same and Tenant shall have ten (10) days from the date of notice right to cure such defaultcommingle the same with Landlord’s other funds.

Security Deposit. Upon execution 5.3.1 The Lessee shall pay to the Lessor, the Security Deposit no later than two (2) Business Days prior to the Delivery Date. 5.3.2 The Lessor (or its designee) may co-mingle the Security Deposit with its own funds, the Lessor will not hold such funds as agent or on trust for the Lessee or in any similar fiduciary capacity, the Lessee may not create security over such funds. The Security Deposit (and any interest accrued thereon) will be the sole and absolute property of the Lessor and the Lessor will only be obligated to pay amounts in respect thereof to the Lessee as set out in this LeaseAgreement. Except as otherwise expressly provided in this Agreement, Tenant the Security Deposit shall be non-refundable. Notwithstanding the above and without prejudice to the rights and interests of the Lessor in the Security Deposit, if and to the extent the Security Deposit, under any Applicable Regulations or otherwise, is determined to be the property of the Lessee, the Lessee hereby grants a security interest in and first fixed charge and pledge of the Security Deposit to the Lessor as security for the Lessee’s and the Lessee Affiliates’ obligations under this Agreement and all Other Agreements (including any and all Losses suffered or incurred by the Lessor or any of its Affiliates in respect of which the Lessee or any Lessee Affiliate is obligated under this Agreement or any Other Agreement). The Lessee acknowledges and agrees that the Lessor has complete dominion and control over the foregoing collateral and the collateral under Clause 5.3.7 (within the meaning of the UCC) and possession thereof. The Lessee hereby agrees that the Lessee shall at its own expense take all such steps and enter into any additional documents and instruments necessary or reasonably requested by the Lessor and the Owner Participant, including the Mexican Pledge, to evidence, create or perfect the Lessor’s rights in the Security Deposit granted hereunder or the Lessor’s rights in any amount drawn under any Security Deposit Letter of Credit, granted pursuant to Clause 5.3.7. 5.3.3 The Lessor agrees that the Lessee may, by irrevocable notice in writing to the Lessor, from time to time, elect to substitute for the Security Deposit described in Clause 5.3.1, a letter of credit in form and substance satisfactory to the Lessor, the Owner Participant and any Security Trustee (the “Security Deposit Letter of Credit”). The Security Deposit Letter of Credit shall: (a) be issued or confirmed and payable by a Permitted LC Bank and be denominated in and payable in Dollars in an amount of not less than the Security Deposit; (b) name the Lessor or its nominee (including the Servicer) as the beneficiary; (c) be a first demand, transferable, irrevocable and absolute payment undertaking of the Permitted LC Bank payable on written demand (without proof or evidence of entitlement, loss or cause required), presentable for payment at sight, by facsimile at an office of the Permitted LC Bank in New York or such other office of the Permitted LC Bank as the Lessor shall agree (in its reasonable discretion); and (d) have a non-cancellable term up to the date falling thirty (30) days after the Expiry Date provided that such Security Deposit Letter of Credit may have a term expiring prior to such date provided that the Lessee shall either: (i) renew, extend or cause to be reissued such Security Deposit Letter of Credit not later than thirty (30) days prior to its expiry; or (ii) substitute such Security Deposit Letter of Credit with a cash Security Deposit no later than thirty (30) days prior to its expiry, and, if such Security Deposit Letter of Credit is not so renewed, extended, reissued or substituted with cash by such time, an Event of Default shall be deemed to have occurred and be continuing and the Lessor shall be entitled to draw on all or any part of such Security Deposit Letter of Credit). 5.3.4 If the Lessee at any time elects, pursuant to Clause 5.3.3, to provide the Lessor with a Security Deposit Letter of Credit and the Lessee does so provide the Lessor with a Security Deposit Letter of Credit complying with the terms of Clause 5.3.3, then on receipt and acceptance of such Security Deposit Letter of Credit, the Lessor shall, promptly upon the cure of any Default and, provided no other Default has occurred and is then continuing, return to the Lessee the balance of the Security Deposit paid in cash pursuant to Clause 5.3.1 after such receipt and acceptance. 5.3.5 If at any time: (a) any events of the nature specified in Clauses 19.1.14 (Insolvency) or 19.1.15 (Insolvency proceedings) occur with respect to the bank issuing or confirming the Security Deposit Letter of Credit; or (b) the rating of the bank issuing or confirming the Security Deposit Letter of Credit falls below the Minimum LC Rating; or (c) a Security Deposit Letter of Credit ceases to constitute the legal, valid and binding obligations of the issuer thereof enforceable in accordance with its terms, or amounts payable under a Security Deposit Letter of Credit shall cease to be freely available for drawing, the Lessee shall promptly, and in any event within ten (10) Business Days, either: (i) provide the Lessor with a replacement Security Deposit Letter of Credit issued or confirmed, as the case may be, by a Permitted LC Bank that meets the requirements of Clause 5.3.3; or (ii) provide a cash security deposit with Landlord in the amount of the Security Deposit specified on [Page One]Deposit, in which event, upon receipt of this Lease. The such cash security deposit or replacement Security Deposit will Letter of Credit, the Lessor will, promptly upon the cure of any Default and provided that no other Default has occurred and is then continuing, cause to be returned to Tenant without the Lessee the original Security Deposit Letter of Credit. 5.3.6 The Lessor may assign or pledge its interest in or otherwise create a Security Interest in respect of the Security Deposit or a Security Deposit Letter of Credit to the Security Trustee or to any permitted transferee or assignee (and the Lessee shall, at the cost and expense of the Lessor, perform such acts and deliver such instruments as the Lessor may reasonably request in order to carry out and effect any such assignment or pledge or Security Interest). 5.3.7 Any amount drawn by the Lessor under a Security Deposit Letter of Credit shall, pending application and/or set-off in the manner contemplated hereunder be the absolute and unconditional property of the Lessor (but to the extent that in any jurisdiction any such amounts would be held to be the property of the Lessee, the Lessee hereby grants to and confers upon the expiration Lessor, a Security Interest in the same to secure performance of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due its obligations and its Affiliates’ under this Lease Agreement, the other Transaction Documents and has otherwise performed any Other Agreement). 5.3.8 In addition to all obligations hereunder. In the event that Tenant defaults rights and remedies under this Agreement, the Transaction Documents, any Other Agreement or under any provision of this LeaseApplicable Regulations, the Lessor may (in its absolute discretion) immediately or whenever it chooses, following the occurrence and after during the expiration continuation of any applicable cure periodEvent of Default, Landlord may set-off against, use, retain, or apply all, all or any part of the Security Deposit, and/or draw under any Security Deposit to Letter of Credit and apply the amounts drawn, in or towards the payment or discharge of any obligation owed by Tenantthe Lessee or any Affiliate of the Lessee to the Lessor, the Owner Participant or any Affiliate of the Lessor or the Owner Participant under this Agreement, the other Transaction Documents or any Other Agreement, in such order as the Lessor chooses. In The Lessor shall promptly notify the event Landlord elects Lessee in writing following the exercise of any of its rights under this Clause 5.3.8 (but a failure to apply notify shall not affect the effectiveness of the set-off). 5.3.9 If as a result of the exercise by the Lessor of its rights under this Agreement the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale is reduced or other conveyance of the Building, Landlord may transfer the Security Deposit (Letter of Credit is drawn, the Lessee will either pay to the Lessor on demand an amount equal to such reduction or any amount drawing, or, if applicable, otherwise procures the reinstatement of the full face value of the Security Deposit remaining) to a successor/ownerLetter of Credit, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment as applicable. Application of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in or a drawing under the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Security Deposit Letter of Credit shall not be delivered deemed to Landlord with executed copies cure any Event of this Lease. The Default otherwise cured by the application of such monies, unless and until the Lessee pays to the Lessor, within five (5) Business Days, an amount equal to the reduction in the Security Deposit, or the drawing under the Security Deposit Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to or otherwise procures the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part reinstatement of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion full face value of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter Letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultCredit).

Security Deposit. Upon execution Prior to commencement of this Leasethe Sublease Term, Tenant ---------------- Sublessee shall deposit with Landlord Sublessor a security deposit in the amount of $640,188 (the "Deposit Amount"). The security deposit may be applied, at Sublessor's discretion, against any obligation incurred by Sublessee in connection with this Sublease Agreement that is not timely paid or performed (as the case may be), including the payment of Base Rent and Additional Rent, the repair of any damage that is Sublessee's responsibility, and all other obligations of Sublessee under this Sublease Agreement. If Sublessor debits the security deposit, Sublessor shall notify Sublessee of the occurrence and amount of the debit, and Sublessee shall promptly pay to Sublessor the amount necessary to restore the security deposit to the full Deposit Amount. Sublessor shall accept, in lieu of the security deposit, an unconditional and irrevocable letter of credit in the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and Amount issued by a commercial bank reasonably acceptable to Landlord (Sublessor and having a teller window for the “Letter transaction of Credit”) as securitybusiness in King County, provided Washington. The letter of credit shall provide for the unconditional right of Sublessor to withdraw up to the Deposit Amount without prior notice to Sublessee upon presentation of Sublesssor's certificate stating that it is entitled to do so, and shall be otherwise in form and content acceptable to Sublessor. From time to time throughout the term of this Sublease, Sublessee may replace and/or renew the Letter of Credit then acting as the Security Deposit pursuant to this section, provided that: (i) such replacement Letter of Credit or renewal shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall Sublessor on or before the thirtieth (i30th) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original day prior to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part expiration of the Letter of Credit then held by Sublessor as the Security Deposit under this Section; and Tenant (ii) such replacement Letter of Credit or renewal shall provide Landlord otherwise comply with an additional irrevocable stand-by letter all terms and conditions of credit as provided belowthis paragraph pertaining to the original Letter of Credit. Any and all fees or costs charged by Failure to deliver such a replacement Letter of Credit and/or renewal within thirty (30) days prior to the issuer in connection with expiration of the Letter of Credit then held as the Security Deposit (except where the term of this Sublease shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following expire prior to or simultaneously with the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant Default under this Sublease (as that term is defined in paragraph 21 below). Sublessor shall have ten the right, but not the obligation, to accept another form of security for Sublessee's obligations under this Sublease Agreement. Provided Sublessee has not been in Default (10as that term is defined in paragraph 21 below) days from beyond the date applicable cure period at any time during the first twenty- four full calendar months of notice to cure such default.the Sublease Term, and that Sublessor has not given more than four

Security Deposit. Upon Landlord agrees to waive Tenant's payment of a ---------------- security deposit (the "Security Deposit") in connection with the execution of ---------------- this Lease. Notwithstanding the foregoing, if, during the three-month period immediately preceding the leasing by Tenant during the initial Term of any additional space in the Building (including under Tenant's Right of Opportunity hereunder), Tenant's Tangible Net Worth (defined below) decreases to a level below Tenant's Tangible Net Worth for the third quarter of 1999 (which amount is stipulated by Landlord and Tenant to be $57,671,000), Tenant shall deliver to Landlord a standby, unconditional, irrevocable letter of credit (the "Letter of Credit") in the face ---------------- amount of the construction allowance plus all commissions paid by Landlord for leasing the space in question. The Letter of Credit shall be issued by any of the five largest national banking associations with banking offices in Dallas, Texas, shall permit partial draws thereon, and shall otherwise be in the form of Exhibit J attached hereto or another form reasonably acceptable to Landlord. --------- Tenant shall from time to time cause its letter of credit to be renewed no later than 30 days prior to any expiration date thereof so that its letter of credit remains in effect for 30 days after the scheduled expiration date of the Term or any renewal Term; if Tenant fails timely to renew its letter of credit, then Landlord shall have the right to draw thereon, and retain the amounts so drawn as the Security Deposit. Landlord may draw upon the letter of credit and apply the proceeds thereof to perform any of Tenant's unperformed obligations under this Lease. After any such draw, Tenant shall pay to Landlord on demand the amount so drawn to be held as part of the Security Deposit. Tenant hereby irrevocably appoints Landlord its true and lawful attorney-in-fact, such power of attorney being coupled with an interest, with full power of substitution, to do any one or more of the following in its sole discretion upon the occurrence of an Event of Default under the Lease: (1) demand, collect, receive, ▇▇▇ for, compound and give acquittance for any and all amounts which may be or become due or payable with respect to the letter of credit and all funds evidenced thereby, (2) execute any and all withdrawal receipts or others orders for the payment of money drawn from the letter of credit, (3) endorse the name of Tenant on all commercial paper given in payment or in partial payment of the letter of credit, (4) file any claim or institute any proceeding with respect to the letter of credit, (5) transfer the letter of credit into the name of Landlord or its nominee, and (6) take any other action which Landlord may deem necessary or appropriate to protect and preserve the right, title, and interest of Landlord under the Lease. To further secure Tenant's obligations under the Lease, Tenant shall deposit with hereby pledges to Landlord, and grants to Landlord a security interest in, the amount letter of the Security Deposit specified on [Page One]credit, of this Leaseand all renewals and replacements thereof, and proceeds therefrom. The Security Deposit will be returned is not an advance payment of Rent or a measure or limit of Landlord's damages upon an Event of Default (as defined herein). Landlord may, from time to Tenant time following an Event of Default and without interest upon the expiration of the Term of the Leaseprejudice to any other remedy, provided that ▇▇▇▇▇▇ has paid use all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any a part of the Security Deposit to amounts owed by Tenantperform any obligation Tenant fails to perform hereunder. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore Following any such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance application of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable shall pay to Landlord (on demand the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer amount so applied in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient order to restore the Security Deposit to its required amount pursuant original amount. Provided that Tenant has performed all of its obligations hereunder, Landlord shall, within 30 days after the Term ends, return to this Section 8. Tenant’s failure to replenish Tenant the portion of the Security Deposit which was not applied to satisfy Tenant's obligations. The Security Deposit may be commingled with other funds, and no interest shall constitute a failure be paid thereon. If Landlord transfers its interest in the Premises and the transferee assumes Landlord's obligations under this Lease, then Landlord may assign the Security Deposit to pay Additional Rent the transferee and Tenant Landlord thereafter shall have ten (10) days from no further liability for the date return of notice to cure such defaultthe Security Deposit.

Security Deposit. Upon execution signing this lease and before being allowed to take possession of this Leasethe premises, Tenant lessee shall deposit with Landlord lessor the amount of $ , to be held by lessor as security for the Security Deposit specified on [Page One], performance of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that lease by ▇▇▇▇▇▇ has paid all amounts due under this Lease ▇. The security deposit may be commingled with other funds of lessor and has otherwise performed all obligations hereundermay bear interest. In the event that Tenant defaults under Encompass Property Group LLC shall be entitled to any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenantinterest earned. In the event Landlord elects to apply the Security Deposit as provided The security deposit is not a substitute for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/ownerlast month’s rent, and ▇▇▇▇▇▇ agrees to look solely make timely payment of the last month’s rent. ▇▇▇▇▇▇ agrees that lessor’s expense for carpet/cleaning performed at the successor/owner for repayment end of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit lease shall be delivered deemed additional rent. Lessor shall be entitled to Landlord with executed copies deduct from the security deposit: (a) All unpaid rent owed through the end of this Lease. The Letter of Credit shall lease, (ib) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer any additional charges described in person or by courier, in partial or full drawsthis lease as additional rent, and (iic) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject expenses related to repairs, painting or cleaning necessary to restore the permitted date of termination set forth below) unless premises and furnishings to their condition as at the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part beginning of the Letter of Credit lease, fair wear and Tenant shall provide Landlord with an additional irrevocable standtear excepted. ▇▇▇▇▇▇ agrees to be liable for all such charges which exceed the security deposit. ▇▇▇▇▇▇ agrees to follow any written move-by letter of credit as out instructions provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable standLessor will give lessee reasonable written notice as ▇▇▇▇▇▇’s last-by Letter known address, or in person, of Credit shall remain effective through the date that is sixty (60) and time when lessor will inspect the premises to determine the amount of the security deposit to be withheld, if any, and lessee will have the right to be present during inspections. Any statement or estimate made by lessor or lessor’s representative during inspection are subject to correction or modification before final security deposit accounting. Pursuant to law, within 30 days following the expiration date this Lease. If Tenant defaults with respect to any provision after termination of this Lease beyond applicable notice and cure periodslease, including but not limited lessor will mail to lessee, at ▇▇▇▇▇▇’s last known address, a written itemized list of charges withheld from the provisions relating to security deposit, if any, together with the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any unexpended portion of the security deposit, if any. Lessee must provide a forwarding address; If no forwarding address is provided, ▇▇▇▇▇▇ agrees that the inspection notice, itemization of charges (if any), and refund (if any), may be mailed to the address of the premises. If more than one lessee signed the lease, ▇▇▇▇▇▇ agrees that lessor may pay any security deposit refund to any single lessee or by one check jointly payable to all lessees. Any refund and any deduction itemization may be mailed to one lessee only. If lessee is vacating the premises on or after the termination date of this lease, the 30-day period to account for the security deposit shall begin only when all of lessee’s property has be removed, all occupants have departed, and all keys and other devices (such as garage door openers) have been delivered to lessor. If lessee abandons the premises before the termination date of this lease, the 30-day period to account for the security deposit shall begin on said termination date or the date lessor re-rents premises, whichever is earlier. Attached to this Lease is a Security Deposit Agreement which is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter made part of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultlease.

Security Deposit. Upon (a) Tenant shall deposit the Security Deposit with Landlord upon the execution of this Lease in cash as security for the faithful performance and observance by Tenant of the terms, covenants and conditions of this Lease, Tenant shall deposit with Landlord including the amount surrender of possession of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned Premises to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. Landlord as herein provided. (b) In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Depositdeposit, Tenant may deliver the Security Deposit to Landlord in the form of an unconditional, a clean, irrevocable irrevocable, non-documentary and unconditional standby letter of creditcredit (the "Letter of Credit') issued by and drawable upon either Fleet Bank or another any commercial bank, trust company, or national banking association (the "Issuing Bank") satisfactory to Landlord in its sole discretion, which has outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a form acceptable letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as 66+91 or "2' or numerical notation, "AA" or better by M▇▇▇▇'▇ Investors Service and "AA" or better by Standard & Poor's Rating Service. Such Letter of Credit shall (a) name Landlord as beneficiary, (b) be in the amount of the Security Deposit,'(c) have a term of not less than one year, (d) permit multiple drawings, (e) be fully transferable by Landlord without the payment of any fees or charges by Landlord, and issued by a bank reasonably acceptable (f) otherwise be in form and content satisfactory to Landlord (Landlord. If upon any transfer of the “Letter of Credit”) as security, provided any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall be delivered to Landlord with executed copies of this Leaseso specify. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides provide that it is shall be deemed automatically renewed on an annual basis (subject to the permitted date renewed, without amendment, for consecutive periods of termination set forth below) one year each thereafter unless the issuer delivers thirty Issuing Bank sends a notice (30the "Non-Renewal Notice I) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunderby certified mail, if return receipt requested, not less than 45 days next preceding the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part then expiration date of the Letter of Credit and stating that the Issuing Bank has elected not to renew the Letter of Credit. By not later than 60 days prior to the stated expiration date of the Letter of Credit, Tenant shall provide Landlord replace the Letter of Credit with an additional irrevocable stand-by a substitute letter of credit, which substitute letter of credit as provided below. Any shall be in the amount of the then-applicable Security Deposit and shall in all fees or costs charged by the issuer in connection respects comply with the requirements of this Section 13.9. -Landlord shall have the right, either (i) upon receipt of the Non-Renewal Notice, or (ii) if Landlord does not receive said substitute letter of credit by not later than 60 days prior to the stated expiration date of the existing Letter of Credit as aforesaid, to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall thereafter hold or apply the cash proceeds of the Letter of Credit pursuant to the terms of this Article. The Issuing Bank shall agree with all drawers, endorsers and bona fide holders that drafts drawn under and in compliance with the terms of the Letter of Credit will be duly honored upon presentation to the Issuing Bank at an office location in Boston or another location acceptable to Landlord. The Letter of Credit shall be paid by ▇▇▇▇▇▇subject in all respects to the Uniform Customs and Practice for Documentary Credits (1993 revision), International Chamber of Commerce Publication No. The irrevocable stand-by Letter 500. (c) If an Event of Credit shall remain effective through the date that is sixty (60) days following the expiration date Default occurs under this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to a default in the payment of Rent, Landlord may draw upon all apply or retain the whole or any part of Tenant’s the cash Security Deposit or may notify the Issuing Bank and thereupon receive all or a portion of the Security Deposit represented by the Letter of CreditCredit and use, apply, or retain the whole or any part of such proceeds, as the case may be, to the extent required for the payment of any Fixed Rent or any other sum as to which Tenant is in default including (a) any sum which Landlord may expend or may be required to expend by reason of Tenant's default, and/or (b) any damages to which Landlord is entitled, whether such damages accrue before or after summary process proceedings or other reentry by Landlord. If Landlord applies or retains any part of the Security Deposit, Tenant, upon demand, shall deposit with Landlord the amount so applied or retained so that Landlord shall have the Rill Security Deposit on hand at all times during the Term. If Tenant shall fully and faithfully comply with all of the terms, covenants and conditions of this Lease, the Security Deposit shall be returned to Tenant after the Expiration Date and after delivery of possession of the Premises to Landlord in the manner required by.this Lease. Tenant expressly agrees that Tenant shall have no right to apply any portion of the Security Deposit is so usedagainst any of Tenant's obligations to pay Rent hereunder. (d) Upon a sale of the Property and/or the Building, appliedas applicable, or retaineda leasing or financing of Landlord's interest therein, Tenant will Landlord shall have the right to transfer the cash Security Deposit or the Letter of Credit, as applicable, to the vendee, lessee or lender. With respect to -the Letter of Credit, within ten (10) five days after written demand from Landlordnotice of such sale, provide leasing or financing, Tenant, at its sole cost, shall arrange for the transfer of the Letter of Credit to the new landlord or the lender, as designated by Landlord an additional irrevocable, stand-by letter in the foregoing notice or have the Letter of credit, which Credit reissued in the name of the new landlord or the lender. Tenant shall be in form look solely to the new landlord or lender for the return of such cash Security Deposit or Letter of Credit and substance satisfactory the provisions hereof shall apply to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore every transfer or assignment made of the Security Deposit to a new landlord. Tenant shall not assign or encumber or attempt to assign or encumber the cash Security Deposit or Letter of Credit and neither Landlord nor its required successors or assigns shall be bound by any such action or attempted assignment, or encumbrance. (e) Provided that no Event of Default has occurred hereunder, after the first (1") anniversary of the Commencement Date Tenant may elect to reduce the amount pursuant to this Section 8. Tenant’s failure to replenish of the Security Deposit shall constitute to S20,92 8.00, in accordance with the provisions of this Section 13.9(e). if, at the time of such -election, the Security Deposit is then in the form of cash, then at any time after a failure reduction in the amount of the Security Deposit as aforesaid, Tenant may deliver a notice to pay Additional Rent Landlord requesting that Landlord deliver to Tenant the amount of any funds then being held by Landlord in excess of S20,928.00, if any, and Tenant shall have ten within not more than thirty (1030) days from after receipt of such notice, Landlord shall refund to Tenant the date excess amount as aforesaid. If, at the time of notice such election, the Security Deposit is then in the form a Letter of Credit then at any time after a reduction in the amount of the Security Deposit as aforesaid, Tenant may elect to cure such defaultreplace the Letter of Credit with a substitute letter of credit (the "Substitute Letter of Credit"), which Substitute Letter of Credit shall be in the amount of S20,928.00, and shall in all respects comply with the requirements of this Section 13.9. Upon delivery of the Substitute Letter of Credit by Tenant, the Substitute Utter of Credit shall be deemed to be the "Letter of Credit" for all purposes under this Section 13, and the existing Letter of Credit shall be returned by Landlord to Tenant. WITNESS the execution hereof as an instrument under seal as of the day and year first above written. Landlord: 6▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,▇▇▇ Tenant: INTERNATIONAL WMELESS, INC. By: S▇▇▇▇▇ A. ▇▇▇▇▇ Hereunto duly authorized AMENDMENT TO DECLARATION OF PROTECTIVE COVENANTS ------------------------------------------------ This AMENDMENT TO DECLARATION OF PROTECTIVE COVENANTS, MADE THIS 12th day of October, 1989 by W▇▇▇▇▇ ▇. AMITKOWSKI, JR. r as TRUSTEE OF J▇▇▇▇ ▇▇▇▇ REALTY TRUST, under Declaration of Trust dated March 11, 1986 and recorded with the Middlesex South Registry District of the Land Court as Document No. 702467 with its principal place of business at 0▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, hereinafter called ("Declarant").

Security Deposit. Upon Simultaneously with the execution and delivery of this Lease, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of deliver the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for aboveLandlord, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale either in cash or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby a letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by cash or a replacement letter of credit (or amendment to the letter of credit), as applicable, in order to increase the security deposit each year during the Term based on the increases in Annual Base Rent, except as expressly provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults below with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to a reduction in the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of CreditSecurity Deposit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by a letter of credit, which the applicable letter of credit shall be an irrevocable standby letter of credit (the “Letter of Credit”) in the amount of the Security Deposit issued in the form and substance satisfactory to Landlord, issued attached hereto as Exhibit L/C by a bank reasonably acceptable satisfactory to Landlord (the “Bank”). Landlord shall hold the Letter of Credit as security for the performance by Tenant of all obligations on the part of Tenant to be kept and performed under this Lease. The Security Deposit may not be deemed by Tenant to constitute rent for any month. Landlord shall have the right, from time to time without prejudice to any other remedy Landlord may have on account thereof, to draw upon the Letter of Credit and apply such funds to Landlord’s damages arising from any Default of Tenant, in an which event Tenant shall immediately upon request by Landlord restore the balance of the Letter of Credit to the amount sufficient required hereunder. Tenant shall not have the right to restore call upon Landlord to apply all or any part of the Security Deposit to its required amount pursuant cure any default or fulfill any obligation of Tenant, but such use shall be solely in the discretion of Landlord. Tenant shall maintain the Letter of Credit, or a substitute Letter of Credit from the Bank (or another bank approved by Landlord and conforming to the requirements of this Section 817.15), in accordance with the terms hereof, in full force and effect at all times through the Term and for fifteen (15) days thereafter. Notwithstanding anything to the contrary herein, Landlord shall have no right to use or apply any portion of the Letter of Credit unless a Default of Tenant has occurred and is continuing or unless Landlord is entitled to do so under the following paragraph. If the Letter of Credit will expire, Tenant shall replace the Letter of Credit deposited with Landlord by providing Landlord with a substitute Letter of Credit at least thirty (30) days prior (each such 30th day prior being referred to herein as a “Change Date”) to the expiration date of the then effective Letter of Credit in the amount required hereunder. Any failure by Tenant to provide such a substitute Letter of Credit shall be a default under this Lease for which (without limiting the generality of any of the provisions of Section 14.1 there shall be no grace period, and shall entitle Landlord to draw on all funds available under the Letter of Credit then being held by Landlord as amounts due hereunder and hold the same as security for Tenant’s failure performance of its obligations under this Lease. If Landlord determines that the bank issuing the Letter of Credit currently held by Landlord no longer has sufficient creditworthiness, Landlord may require that Tenant, within thirty (30) days of receipt of notice thereof, obtain, at Tenant’s sole cost and expense, a substitute Letter of Credit from another bank reasonably approved by Landlord and satisfying the requirements of this Lease. Within fifteen (15) days following the expiration or earlier termination of the Term, Landlord shall return the Security Deposit or so much thereof as shall not have theretofore been applied in accordance with the terms of this Section or drawn upon by Landlord and applied by Landlord to replenish cure any default of Tenant hereunder. Landlord shall have no obligation to pay interest on the Letter of Credit or any proceeds therefrom. If Landlord obtains possession of any proceeds from the Letter of Credit, prior to applying the same to Tenant’s obligations in accordance with the terms of this Section, Landlord shall hold the proceeds in a segregated account containing no funds other than the proceeds of the Letter of Credit, which account shall be in the name of, and controlled solely by, Landlord. No party other than Landlord, its successors and assigns and Tenant shall have any rights to such proceeds as a third-party beneficiary. If Landlord conveys Landlord’s interest under this Lease, the Letter of Credit may be assigned or negotiated by Landlord to Landlord’s grantee, and if so assigned or negotiated, provided Landlord gives Tenant notice of the name of such grantee, Tenant agrees to look solely to such grantee for proper application of the Letter of Credit in accordance with the terms of this Section and the return thereof in accordance herewith. Upon such delivery, Tenant hereby releases the Landlord named herein of any and all liability with respect to the Letter of Credit, the application of any proceeds thereof and its return, and Tenant agrees to look solely to such grantee. This provision shall also apply to subsequent grantees. Neither the holder of a mortgage nor the lessor in a ground lease of property which includes the Premises shall ever be responsible to Tenant for the return or application of Security Deposit, whether or not it succeeds to the position of Landlord hereunder, unless the Security Deposit shall have been received in hand by such holder or ground lessor. If any portion of the Security Deposit shall be in the form of cash (the “Cash Security Deposit”), then the following provisions shall be applicable. At any time during the Term, Tenant shall have the right to substitute a Cash Security Deposit for the Letter of Credit. The Cash Security Deposit will be held by Landlord in the amount of the Security Deposit as security for the performance by Tenant of all obligations on the part of Tenant to be kept and performed under this Lease. The Cash Security Deposit may not be deemed by Tenant to constitute a failure rent for any month. Landlord shall have no obligation to pay Additional Rent interest on the Cash Security Deposit. Landlord shall hold the Cash Security Deposit in a segregated account containing no funds other than the Cash Security Deposit, which account shall be in the name of, and controlled solely by Landlord. No party other than Landlord, its successors and assigns and Tenant shall have ten any rights to the Cash Security Deposit as a third-party beneficiary. The then remaining portion of the Cash Security Deposit shall be returned to Tenant within fifteen (1015) days from after expiration of the date Term, provided there then exists no breach of notice any undertaking of Tenant hereunder. Tenant shall not have the right to call upon Landlord to apply all or any part of the Cash Security Deposit to cure any default or fulfill any obligation of Tenant, but such defaultuse shall be solely in the discretion of Landlord. In the event that Landlord applies any portion or all of the Cash Security Deposit to Landlord’s damages arising from any default on the part of Tenant hereunder, Tenant shall immediately upon request by Landlord restore the balance of the Cash Security Deposit to the amount required under this Lease. Notwithstanding anything to the contrary herein, Landlord shall have no right to use or apply any portion of the Cash Security Deposit unless a Default of Tenant has occurred and is continuing. Upon any conveyance by Landlord of its interest under this Lease, the Cash Security Deposit shall be delivered by Landlord to Landlord’s grantee. Upon any such delivery, provided Landlord gives Tenant notice of the name of such grantee, Tenant hereby releases Landlord herein named of any and all liability with respect to the Cash Security Deposit, its application and return, and Tenant agrees to look solely to such grantee or transferee. This provision shall also apply to subsequent grantees and transferees. Neither the holder of a mortgage nor the lessor in a ground lease of property which includes the Premises shall ever be responsible to Tenant for the return or application of Security Deposit, whether or not it succeeds to the position of Landlord hereunder, unless the Security Deposit shall have been received in hand by such holder or ground lessor. Except as set forth below, effective as of the first (1st) day of the third Lease Year, the amount of the Security Deposit may at Tenant’s written request be reduced to two (2) months’ Monthly Base Rent based on the Annual Base Rent under the Lease at such time. Notwithstanding the foregoing provisions of this paragraph providing such reduction in the Security Deposit, such reduction shall not be permitted if Tenant is in default under the Lease beyond any applicable notice and cure period at the time of such request.

Security Deposit. Upon execution 9.1 As security for the performance of this Leaseits obligations under the Licence, Tenant shall deposit with Landlord the Licensee must before the Commencement Date provide the Security Deposit to the Licensor either by bank guarantee, cash or cheque. 9.2 If the Security Deposit is to be satisfied by a bank guarantee: a) it must be issued by a bank authorised under the Banking ▇▇▇ ▇▇▇▇: (i) contain no expiry date; (ii) note the interests of the Licensor and details of the Premises; and (iii) such other terms reasonably required by the Licensor; b) if the Licensee defaults under the Licence the Licensor may call upon the bank guarantee for the amount necessary to remedy the default and to indemnify the Licensor for all loss it sustains as a consequence of the default; c) if the Licensor calls up any money under the bank guarantee the Licensee must within 14 days of receipt of a notice from the Licensor specifying the amount called upon, forward to the Licensor a bank guarantee in identical terms for the full amount of the Security Deposit specified on [Page One], of this Lease. The Deposit. 9.3 If the Security Deposit will is paid by cash or cheque: a) it must be returned deposited by the Licensor with the Retail Tenancy Unit (or any successor) within the time required by the Retail Leases Act; b) if the Licensee defaults under the Licence the Licensor is entitled to Tenant without interest upon make an application to the expiration Retail Tenancy Unit to pay all or part of the Term Security Deposit as it may be entitled to under the Retail Leases Act and this Licensee to rectify the default and to indemnify the Licensor for all loss it sustains as a consequence of the Lease, provided that ▇▇▇▇▇▇ has default; SAMPLE c) if the Licensor is paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In by the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or Retail Tenancy Unit any part of the Security Deposit the Licensee must within 14 days of receipt of a notice from the Licensor specifying the amount called upon, forward to amounts owed by Tenant. In the event Landlord elects Licensor that amount to apply be lodged with the Retail Tenancy Unit to make up the Security Deposit; 9.4 Any interest earned on the Security Deposit arising from its lodgment, will accrue to the benefit of the Licensee and unless prohibited by any law, will not be paid to the Licensee until the return of the Security Deposit upon the expiration or sooner termination of this Licence and will be included as provided for above, Tenant shall promptly restore such part of the Security Deposit available to the Licensor under the Licence. 9.5 Any appropriation of the Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon Licensor shall not waive any sale or other conveyance unsatisfied obligation of the Building, Landlord may transfer Licensee nor prejudice any other right of the Licensor arising from the default of the Licensee. 9.6 On the expiration of the Term or sooner termination of this Licence subject to any claim the Licensor has on the Security Deposit (Deposit: a) if a cash deposit it will, or any amount applicable balance, be refunded to the Licensee; or b) if a bank guarantee, it will be returned to the Licensee; within 30 days of the Security Deposit remaining) to a successor/owner, Licensee vacating the Premises and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment complying with all of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of its obligations under this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultLicence.

Security Deposit. Upon 1 In consideration of the LESSOR agreeing to grant to the LESSEE, lease of the Demised Premises, and LESSEE in assurance of its due performance in taking delivery of the Demised Premises completed in the manner stated above and further agreeing to comply with the terms and conditions of this Lease Agreement, Impulsesoft Private Limited has paid the LESSOR herein an interest free refundable security deposit being an amount of Rs. 1,13,28,336/- (Rupees One Crore Thirteen Lakhs Twenty Eight Thousand Three Hundred and Thirty Six only) (“Security Deposit”) in the following manner 3 Rs.28,21,536/- (Rupees Twenty Eight Lakh Twenty One Thousand Five Hundred and Thirty Six only) on execution of this LeaseLease Agreement with Impulsesoft Private Limited. The LESSOR has issued valid receipt for accepting the Security Deposit. For the purpose of clarity the LESSOR, Tenant shall deposit with Landlord the amount of LESSEE and Impulsesoft Private Limited acknowledge and agree that the Security Deposit specified shall be refunded in its entirety to the LESSEE herein, subject to the LESSEE having made all payments towards monthly rentals, electricity, maintenance, car parking rent, etc., including which remain unpaid by the LESSEE for carrying on [Page One]its business within the SCHEDULE B PROPERTY to any statutory authorities, of this Leaseviz., BESCOM, BWSSB, Telephone, Pollution Control Board, Fire Force Department etc. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that For IBC Knowledge Park Pvt. Ltd. SiRF Technology (India) Pvt. Ltd. /s/ Yunus Zia /s/ ▇▇▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees Director Director In the event, the LESSOR fails to look solely at refund the successor/owner for repayment Security Deposit upon expiry or earlier termination of the samelease and simultaneously with the LESSEE surrendering peaceful vacant physical possession of the Demised Premises, duly debonded with copies of certificates from STPI and Customs, the LESSOR shall be liable to refund the Security Deposit amount together with interest @ 12% per annum to be calculated from the date the amounts become due till the date of actual refund. Notwithstanding anything Further upon termination of this Agreement or the Lease Deed to be executed pursuant to this Agreement for any reason whatsoever, the contrary in LESSEE shall be entitled to peaceful possession of the paragraph aboveDemised Premises, in lieu without payment of a cash any Rent or other charges, until the Security Deposit, Tenant may deliver interest thereon and all other dues to the LESSEE are refunded, in full, by the Lessor. Similarly, in the event LESSEE fails to handover the Schedule Property duly debonded on expiration or earlier proper termination of the Term on LESSOR notifying LESSEE of LESSOR’s readiness to refund the Security Deposit in the form of an unconditionalDeposit, cleanafter adjusting any lawful deductions i.e. Rent, irrevocable standby letter of creditmaintenance, in a form acceptable to Landlordelectrical charges, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit LESSOR shall be delivered entitled to Landlord with executed copies twice the amount of this Lease. The Letter daily Rent for every day of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer delay in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part handing over possession of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided belowSchedule Property. Any and all fees or costs charged by However, the issuer in connection with Lessor reserves the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect right to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from receive rent till the date of notice to cure such defaultdebonding of the Demised Premises and further be compensated for the damages and losses incurred at the time of removal of the LESSEE’S equipments except normal wear and tear.

Security Deposit. Upon execution Landlord shall place any funds received by drawing upon the Letter of this LeaseCredit under subparagraph (e) above (the "Security Deposit") in an interest bearing account, Tenant and the interest accruing on the Security Deposit shall deposit with be held, disbursed, returned and/or retained in the same manner as the principal amount of the Security Deposit. If funds are received by Landlord under subparagraph (e) above prior to the commencement of the sixth (6th) Lease Year, then the principal amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will shall be returned to Tenant without interest reduced in the same manner and upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit same schedule as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary reductions in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part amount of the Letter of Credit are permitted under subparagraph (c) above, provided that at the time of the permitted reductions Tenant is not then in default of its Obligations under this Lease beyond any notice and Tenant period of cure; at the time of any reductions in the principal amount of the Security Deposit, the amount by which the Security Deposit is to be reduced shall provide Landlord be refunded to Tenant, together with an additional irrevocable stand-by letter all interest then accrued on the Security Deposit. The balance of credit the Security Deposit existing as provided below. Any of the commencement of the sixth (6th) Lease Year (which will be Two Hundred Ten Thousand Dollars ($210,00.00) if all scheduled reductions are made), and all fees or costs charged by the issuer in connection with the Letter of Credit interest thereafter accruing, shall be paid held by ▇▇▇▇▇▇Landlord throughout the balance of the Lease Term. The irrevocable stand-by Letter balance of Credit shall remain effective through the date that Security Deposit is sixty refundable to Tenant within thirty (6030) days following the expiration date Expiration Date, as the same may be extended by the parties from time to time, provided that no defective conditions are left unrepaired by Tenant, other than normal wear and tear, loss by fire or other casualty not caused by Tenant, Tenant's employees, agents or contractors or condemnation, and provided Tenant is not otherwise in default under this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periodsLandlord may, including but shall not limited to the provisions relating to the payment of Rentbe required to, Landlord may draw upon apply all or any part of Tenant’s Letter of Credit. If any a portion of the Security Deposit is so usedtoward sums due to Landlord by Tenant hereunder and/or in order to make any repairs to the Premises required to be made by Tenant hereunder, applied, or retained, and any portion of this Security Deposit used by Landlord for such purposes shall be restored by Tenant will within ten fifteen (1015) days after written demand therefor from Landlord, provide . Any portion of the Security Deposit not required to reimburse Landlord an additional irrevocable, stand-for Landlord's expense in repairing defective conditions caused by letter of credit, which shall be in form and substance satisfactory Tenant or for paying amounts owed by Tenant to Landlord, issued by a bank reasonably acceptable shall be refunded to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultas provided above.

Security Deposit. Upon Within three (3) business days after Tenant’s execution of this Lease, Tenant shall deposit with deliver to Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord credit (the “Letter of Credit”) as securityissued by a commercial bank reasonably acceptable to Landlord with offices for banking purposes in Boston, provided Massachusetts or which provides for facsimile or overnight mail drawing of the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The (the “Issuing Bank”), which Letter of Credit shall (i) be unconditionalname Landlord as beneficiary thereof, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain have a term of not less than one (1) year, (iii) be in the amount of the Security Deposit and (iv) otherwise be in form and content satisfactory to Landlord in its sole discretion. The Letter of Credit shall provide that: (a) Landlord may draw (on one or more occasions) an “evergreen” provision which provides amount up to the face amount of the Letter of Credit upon presentation of only a demand for payment in the amount to be drawn, together with a certification of Landlord that it is automatically renewed entitled to draw on an annual basis (subject the Letter of Credit pursuant to the permitted provisions of this Lease; and (b) the Letter of Credit shall be deemed to be automatically renewed, without amendment, for consecutive periods of one year each, and shall have a final expiration date of termination set forth below) unless the issuer delivers not earlier than thirty (30) days’ prior days after the expiration date of this Lease, unless the Issuing Bank sends written notice of cancellation (hereinafter called the “Non-Renewal Notice”) to Landlord and Tenantby Federal Express or similar nationally recognized courier, or by certified or registered mail, return receipt requested, not less than thirty (30) days next preceding the then expiration date of the Letter of Credit, that it elects not to have such Letter of Credit renewed. Without limiting Landlord, after receipt of the Non-Renewal Notice, within thirty (30) days prior to the expiration date of any Letter of Credit then held by Landlord’s rights or remedies hereunder, if shall have the bank issuing right, exercisable by a demand for payment draft only, to draw upon the Letter of Credit provides and receive the proceeds thereof. In the event of any default by Tenant in the performance or observance of any of the terms and agreements in this Lease contained on the part of Tenant to be performed or observed beyond all applicable notice and cure periods (provided that the delivery of a default notice to Tenant shall not be required for purposes of this Article XI and to draw on the Letter of Credit if Landlord with is prohibited from delivering the same under Applicable Law, including, without limitation, all applicable bankruptcy or insolvency laws), or Tenant files a cancellation noticevoluntary petition under any Federal or state bankruptcy or insolvency code, law or proceeding, or any obligations of Tenant remain unperformed or unsatisfied as of the expiration or earlier termination of this Lease, including, without limitation, the payment of any rent, Landlord may immediately draw upon all upon, use, apply or retain the whole or any part of the Letter of Credit and to the extent required for the payment of any rent or for any sum which Landlord may expend or may be required to expend by reason of the foregoing, including, without limitation, any damages or deficiency in the re-letting of the Demised Premises, whether accruing before or after summary proceedings or other re-entry by Landlord. In the case of every such draw down, use, application or retention, Tenant shall provide Landlord with an additional irrevocable stand-by letter shall, within a reasonable time following Landlord’s written demand, increase the available balance of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit by the amount so drawn, used, applied or retained to its former amount, and Tenant’s failure to do so shall be paid by ▇▇▇▇▇▇a default of this Lease. The irrevocable stand-by application of the Letter of Credit hereunder shall remain effective through not be deemed a limitation on Landlord’s damages or a payment of liquidated damages or a payment of the date that is sixty (60) days following monthly rent due for the expiration date last month of the Term of this Lease. If Tenant defaults with respect In the event of a transfer of the Demised Premises or Landlord’s interest therein, Landlord shall have the right, without cost or expense to any provision Landlord, to transfer the Letter of this Lease beyond applicable notice and cure periods, including but not limited Credit to the provisions relating vendee or lessee, and provided that Tenant shall be notified of the name and address of the successor to Landlord, and provided that Landlord has actually transferred the payment Letter of Rent, Landlord may draw upon all Credit to such vendee or any part lessee in accordance with the terms of Tenant’s the Letter of Credit, Landlord shall thereupon be released by Tenant from all liability for the return of such Letter of Credit, and such successor to Landlord shall be liable for return of the same. It is agreed that the provisions hereof shall apply to every transfer or assignment made of the Letter of Credit to a new landlord. Tenant shall execute such documents as may be reasonably necessary to accomplish such transfer or assignment of the Letter of Credit and shall pay any transfer fees of the Issuing Bank. Tenant covenants that it will not assign or encumber, or attempt to assign or encumber, the Letter of Credit or any proceeds thereof, and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. If any portion the Landlord determines, in its reasonable discretion, that the financial condition of the Security Deposit is Issuing Bank has so used, applied, or retaineddeclined as to cause concern that the Issuing Bank may not honor a draw on its Letter of Credit, Tenant will shall promptly, and in any event, within ten thirty (1030) days after of Landlord’s written demand therefor, obtain a replacement Letter of Credit complying with the terms hereof from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a another commercial bank reasonably acceptable to Landlord with offices for banking purposes in Boston, Massachusetts or which provides for drawing by facsimile or overnight mail. Notwithstanding anything in this Article XI to the contrary, Tenant may provide a cash security deposit, in lieu of the Letter of Credit, in the amount of the Security Deposit, for not more than ninety (90) days after the Commencement Date. On or before such 90th day, Tenant shall provide to Landlord the Letter of Credit in conformance with the requirements of this Article XI, and Landlord, within five (5) business days after its receipt of the Letter of Credit, shall return such cash security deposit to Tenant. Notwithstanding anything in this Lease to the contrary, so long as an amount sufficient Event of Default is not then existing and an Event of Default with respect to restore a monetary obligation has not previously occurred, (a) upon the fifth (5th) anniversary of the Rent Commencement Date, Tenant may decrease the Security Deposit to its required an amount pursuant equal to this Section 8. Tenant’s failure $1,511,763.68 after written notice to replenish Landlord; and (b) upon the seventh (7th) anniversary of the Rent Commencement Date, Tenant may decrease the Security Deposit shall constitute a failure to pay Additional Rent and an amount equal to $755,881.84 after written notice to Landlord. Tenant shall have ten (10) days from the date provide to Landlord a replacement Letter of notice to cure Credit, such default.replacement

Security Deposit. Upon execution In accordance with the Annotated Code of Maryland, Real Property Article, Tenant has deposited with the Landlord/Agent the sum of Dollars ($ ), receipt of which is hereby acknowledged, which sum does not exceed two (2) months’ rent, which is to be held as collateral security and applied on any rent or unpaid utility ▇▇▇▇ that may remain due and owing at the expiration of this Lease, Tenant shall deposit with any extension thereof or holding over period, or applied to any damages to the premises in excess of ordinary wear and tear caused by the Tenant, the Tenant’s family, guests, employees, agents, or pets, or other damages and expenses suffered by Landlord the amount as a result of the Security Deposit specified on [Page One], a breach of any covenant or provision of this Lease. Tenant may not utilize the security deposit as rent and must not apply the same as the last month’s rent. The Security Deposit security deposit will be returned deposited and maintained in an escrow account in a federally insured financial institution which does business in the State of Maryland, devoted exclusively to Tenant without interest upon security deposits, within thirty (30) days after it has been received. The security deposit may be held in insured certificates of deposit at branches of a federally insured financial institution within the expiration State of Maryland or in securities issued by the federal government or the State of Maryland. The Landlord/Agent must provide the Tenant, within forty-five (45) days after the termination of the Term tenancy by first class mail directed to the last known address of the LeaseTenant, provided that ▇▇▇▇▇▇ has paid all amounts due a written list of any damages to the premises together with a statement of costs actually incurred. Within forty-five (45) days after the termination of the tenancy, the Landlord/Agent must return the deposit to the Tenant together with simple interest, which will accrue in the amount of 3% per annum less any damages rightfully withheld. Tenant’s obligations under this Lease and has otherwise performed all obligations hereundermay not end when Tenant ceases to occupy the premises. Repairs required may be so substantial or of such a nature that work will not be completed within the forty- five (45) day period following the termination of the tenancy. In such event, Landlord reserves the right to pursue Tenant for reimbursement for costs incurred to repair damages to the premises. In the event that Tenant defaults under any provision of a sale of the property upon which the premises are situated or the transfer or assignment by the Landlord/Agent of this Lease, the Landlord/Agent has the obligation to transfer the security deposit to the transferee. After the transfer is made and after written notice of same is given to the expiration of any applicable cure period, Landlord may apply all, or any part Tenant with the name and address of the Security Deposit new Landlord/Agent, Landlord/Agent is released from all liability for the return of the security deposit and the Tenant must look solely to amounts owed by Tenantthe new Landlord/Agent for the return of his security deposit. It is agreed that the foregoing will apply to every transfer or assignment made of the security deposit to a new Landlord/Agent. In the event of any rightful or permitted assignment of this Lease by the Tenant to any assignee or sublessee, the security deposit is deemed to be held by the Landlord/Agent as a deposit made by the assignee or sublessee and the Landlord/Agent will have no further liability with respect to return of such security deposit to the assignor. The failure of the Landlord elects to apply comply with the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit Law may result in the Landlord being liable to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance Tenant for a penalty of the Building, Landlord may transfer up to three (3) times the Security Deposit (withheld, plus reasonable attorney’s fees. The Landlord or any amount Landlord’s estate, but not the managing agent or court appointed receiver, will remain liable to the Tenant for the maintenance of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued security deposit as required by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultlaw.

Security Deposit. Upon To assure fulfillment of Lessee's obligations hereunder, Lessee shall, on the earlier of (i) six (6) months after the date of execution of this LeaseAgreement or (ii) no later than ten (10) days after grant by the FCC of the Modified Conditional License for the Station to specify the New Transmission Point, Tenant shall pay to Lessor a security deposit with Landlord (the "Security Deposit") in the amount of Eighteen Thousand Dollars ($18,000.00) provided, however, that such Modified Conditional License provides that the Security Deposit specified on [Page One], of this Lease. The Security Deposit will Licensee shall have at least a six (6) month period in which the MMDS Station may be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunderconstructed. In the event that Tenant defaults under any provision the FCC shall not have granted a Modified Conditional License within six (6) months of the date of execution of this Lease, and after the expiration of any applicable cure period, Landlord may apply allAgreement, or any part the FCC shall have granted a Modified Conditional License providing less than six (6) months for construction of the MMDS Station, the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer placed in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged interest bearing escrow account by the issuer in connection with the Letter law firm of Credit shall be paid by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & Sill (the "Escrow Agent"). The irrevocable stand-by Letter of Credit Escrow Agent shall remain effective through pay the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion principal of the Security Deposit to Lessor upon grant of a Modified Conditional License providing a continuous period of six (6) months or more for construction of the MMDS Station. In the event that the FCC should grant the Modified Conditional License containing a condition requiring construction in less than six (6) months from the date of such grant and Lessee determines that the time provided for construction of the MMDS Station is so usednot reasonably sufficient for actual construction of the MMDS Station, applied, or retained, Tenant will the Security Deposit shall be held in escrow by the Escrow Agent and shall be paid over to Lessor within ten (10) days after written demand from Landlordof grant of such extensions of time by the FCC as may be reasonably necessary for construction of the MMDS station as contemplated by Section 3(c) hereof. Lessee may, provide to Landlord an additional irrevocableat its option, stand-by letter of credit, which terminate this Agreement and the Security Deposit shall be returned to Lessee if Lessor is unable to obtain FCC approval of a Modified Conditional License specifying the new Transmission Point for a period within which Lessee determines it can reasonably comply with the construction schedule contained in form Section 3(c) hereof. In any case, a grant of a Modified Conditional License or of any extension thereof authorizing a continuous construction period of six (6) months or more shall be considered reasonably sufficient for construction. In the event of termination pursuant to this provision Lessee's only remaining obligation shall be to pay Lessor's expenses under Section 5(f) of this Agreement through the date of termination. In the event the Security Deposit is then held in escrow, the Escrow Agent is directed to deduct such expenses from the escrowed funds and substance satisfactory to Landlord, issued by a bank reasonably acceptable pay over the balance of the principal and interest accrued thereon to LandlordLessee. Subsequent to the payment of the Security Deposit to the Lessor, in an amount sufficient the event of any default in Lessee's obligations, Lessor shall have the right, at its option and consistent with Section 5(e) hereof, to apply the Security Deposit to the curing of such default. Any such application shall not be a defense to any action by Lessor arising out of said default, and, upon demand, Lessee shall restore the Security Deposit to its required amount pursuant the then full amount. Failure by Lessee to this Section 8. Tenant’s failure to replenish pay the Security Deposit provided for in this section shall constitute a failure terminate this Agreement, subject, however, to Lessee's obligation to pay Additional Rent and Tenant shall have ten (10Lessor's expenses under Section 5(f) days from of this Agreement through the date of notice to cure such defaulttermination.

Security Deposit. Upon execution the release of this LeaseLease from escrow, Tenant shall deliver to Landlord a security deposit with Landlord in the amount shown as “Security Deposit” in Article 1. 1. Except as provided for in this Section 4.1, Landlord shall hold the same throughout the Lease Term as security for the performance by Tenant of all obligations on the Security Deposit specified on [Page One], part of this LeaseTenant hereunder. The Security Deposit will be returned is not an advance payment of Rent or a measure or limit of Landlord’s damages upon an Event of Default (defined in Article 10.1). Tenant’s obligation to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver provide the Security Deposit in accordance with this Article 4 shall be satisfied by Tenant delivering to Landlord an Irrevocable Standby Letter of Credit (the “Original Letter of Credit”) which shall be (1) in the CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and attached hereto as Exhibit C; (2) issued by a bank reasonably acceptable to Landlord upon which presentation may be made in Massachusetts or by facsimile; (3) in the amount of the Security Deposit; and (4) for a term of one (1) year, subject to the following provisions of this Section. The Original Letter of Credit and any Substitute Letter(s) of Credit and Additional Letter(s) of Credit (as such terms are defined hereinbelow) are referred to herein collectively and respectively as the “Letter of Credit”) as security, provided the .” The Letter of Credit shall be delivered automatically renewable in accordance with terms of Exhibit C so as to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is expire no earlier than sixty (60) days following the Lease expiration date; provided, however, that Tenant shall be required to deliver to Landlord a new letter of credit satisfying the conditions set forth in this Section (the “Substitute Letter of Credit”) on or before the date thirty (30) days prior to the expiration of the term of the Letter of Credit then in effect if the issuer of such Letter of Credit gives notice of its election not to renew such Letter of Credit for any additional period pursuant thereto. If Landlord conveys Landlord’s interest under this Lease. If Tenant defaults with respect to any provision , the Letter of this Lease beyond applicable notice and cure periodsCredit, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenantthereof not previously applied, shall be turned over by Landlord to Landlord’s Letter of Credit. If any portion grantee, and, if so turned over, Tenant agrees to look solely to such grantee for proper application of the Security Deposit in accordance with the terms of this Section 4.1 and the return thereof in accordance herewith. Landlord’s Mortgagee shall not be responsible to Tenant for the return or application of any such Letter of Credit, whether or not it succeeds to the position of Landlord hereunder, unless such Letter of Credit shall have been received in hand by such Mortgagee. Landlord shall pay any and all fees that may be charged by the Letter of Credit issuer in order to transfer the Letter of Credit from the undersigned Landlord to a subsequent Landlord. In the event that Tenant is so usedin default, appliedbeyond the expiration of any applicable grace periods, of its obligations under this Lease, then the Landlord shall have the right, at any time after such event to (1) draw down from said Letter of Credit the amount necessary to cure such default; or retained(2) if such default cannot reasonably be cured by the expenditure of money, to exercise all rights and remedies Landlord may have on account of such default and to draw down from said Letter of Credit the amount which, in Landlord’s reasonable opinion, is necessary to satisfy Tenant’s liability on account thereof. In the event of any such draw by the Landlord, Tenant will shall, within ten fifteen (1015) business days after of written demand from Landlordtherefor, provide deliver to Landlord an additional irrevocableLetter of Credit satisfying the foregoing conditions (the “Additional Letter of Credit”), stand-by letter except that the amount of credit, which such Additional Letter of Credit shall be the amount of such draw. Failure by Tenant to timely deliver to Landlord such Additional Letter of Credit shall be a default not susceptible of cure, entitling Landlord to exercise any and all remedies hereunder on account thereof. In the event Tenant fails timely to deliver to Landlord a Substitute Letter of Credit then Landlord shall have the right, at any time after such event, without giving any further notice to Tenant, to draw down the Letter of Credit and to hold the proceeds thereof (the “Security Proceeds”) in form accordance with this Section. If Landlord draws down the Letter of Credit pursuant to this Section, then: CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. (1) Such draw and substance satisfactory Landlord’s right to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore hold the Security Deposit to its required amount Proceeds pursuant to this Section 8. shall be Landlord’s sole remedy based on Tenant’s failure to replenish timely deliver a Substitute Letter of Credit as required hereunder; and (2) Upon the expiration or prior termination of the Lease Term, Landlord shall return to Tenant any Security Deposit Proceeds then being held by Landlord, to the extent that any such Security Proceeds exceed the amounts then due from Tenant to Landlord. To the extent that Landlord has not previously drawn upon any Letter of Credit or Security Proceeds (collectively, the “Collateral”) held by Landlord, Landlord shall constitute a failure return such Collateral to pay Additional Rent and Tenant shall have ten within thirty (103) days from after the date expiration of notice to cure such defaultthe Lease Term.

Security Deposit. Upon execution of this Lease, 31.01 Tenant shall deposit has deposited with Landlord the amount sum of $35,824.75 as security (the “Security”) for the performance by Tenant of the Security Deposit specified on [Page One], terms of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease after notice and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, . Landlord may apply all, or use any part of the Security Deposit to amounts owed satisfy any default of Tenant and any expenses arising from such default, including but not limited to legal fees and any damages or rent deficiency before or after re-entry by Landlord. Tenant shall, upon demand, deposit with Landlord the full amount so used, and/or any amount not so deposited by Tenant, in order that Landlord shall have the full Security deposit on hand at all times during the term of this Lease. If Tenant shall comply fully with the terms of this Lease, the Security shall be returned to Tenant after the date fixed as the end of the Lease. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any of a sale or other conveyance lease of the BuildingBuilding containing the Premises, Landlord may transfer the Security Deposit (to the purchaser or any amount tenant, and Landlord shall thereupon be released from all liability for the return of the Security. This provision shall apply to every transfer or assignment of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees new Landlord. Tenant shall have no legal power to look solely at assign or encumber the successor/owner for repayment Security herein described. 31.02 Provided that on the last day of the same. Notwithstanding anything to 36th calendar month following the contrary in commencement of the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies Term of this Lease. The Letter of Credit shall , (i) be unconditionalTenant is not in default of any of the material terms, irrevocable, transferable, payable to Tenant upon presentment covenants and conditions of original to the issuer in person or by courier, in partial or full drawsthis Lease after notice, and (ii) contain an “evergreen” provision which provides that it is automatically renewed the tenant named on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision first page of this Lease beyond applicable notice occupies all of the Premises, and cure periods(iii) the amount of the security deposit which has been deposited by Tenant with Landlord pursuant to this Article of this Lease has not been drawn upon by Landlord or, including but not limited in the event it has so been drawn upon by Landlord, the security deposit has been replenished to its original amount by Tenant, then said security deposit shall be reduced by the sum of $17,912.37 (the “Security Reduction”). Tenant hereby authorizes Landlord to apply the Security Reduction to the provisions relating monthly installments of fixed annual rent due for the thirty-seventh (37th), thirty-eighth (38th) and the thirty-ninth (39th) months after the commencement of the term of this Lease, notwithstanding the foregoing however, Tenant shall be responsible for all rents and additional rents which may be due pursuant to the payment of Rent, Landlord may draw upon all or any part of TenantLease which are not satisfied by Landlord’s Letter of Credit. If any portion application of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which Reduction. 31.03 The security shall be in form and substance satisfactory to Landlord, issued maintained by a bank reasonably acceptable to Landlord, Landlord in an amount sufficient interest bearing account and Landlord shall remit to restore Tenant all interest earned at the Security Deposit time the security is returned to its required amount pursuant Tenant, minus a one (1%) percent administration fee to this Section 8. Tenant’s failure to replenish the Security Deposit which Landlord shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultbe entitled.

Security Deposit. Upon In the event that ▇▇▇▇▇▇ does not deliver the Letter of Credit in the Letter of Credit Amount to Landlord on the Effective Date as required by Section 8(a) above, then simultaneously upon Tenant’s execution of this Lease, Tenant shall deposit a security deposit with Landlord in the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord $300,000.00 (the “Letter of CreditSecurity Deposit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by secure ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date ’s performance under this Lease. If Tenant defaults with respect hereby grants to any provision Landlord a security interest in the Security Deposit as collateral for all Rent and other sums of money becoming due from Tenant to Landlord under this Lease beyond applicable notice Lease, and cure periods, including but not limited to for the provisions relating to the payment of Rent, Landlord may draw upon all or any part performance of Tenant’s Letter obligations under this Lease, which security interest shall remain in effect until all such Rent and other sums of Creditmoney have been paid in full and all such obligations have been fulfilled; the parties hereby acknowledge and agree that this Lease constitutes a security agreement under which such security interest is granted from Tenant to Landlord. If any portion In the event of an uncured Default, defined below, then Landlord may, without prejudice to Landlord’s other remedies, apply part or all of the Security Deposit is to cure such Default. If Landlord so useduses part or all of the Security Deposit, applied, or retained, then Tenant will shall within ten (10) days after written demand from Landlorddemand, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by with a bank reasonably acceptable to Landlord, replacement Security Deposit in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8original amount. Tenant’s failure to replenish Any part of the Security Deposit not used by the Landlord as permitted by this Lease shall constitute a failure be returned to pay Additional Rent Tenant after the Expiration Date. If Landlord sells the Building then the Landlord shall transfer the Security Deposit to the new owner and Landlord shall be relieved of any liability for the Security Deposit. Tenant shall have ten not be entitled to any interest on the Security Deposit, and Landlord may commingle the Security Deposit with other monies of Landlord. Notwithstanding anything contained herein to the contrary, in the event Tenant delivers the Letter of Credit in the Letter of Credit Amount to Landlord as required by Section 8(a) above within thirty (1030) days from following the date Effective Date, then Landlord shall return the unapplied portion of notice the Security Deposit to cure such defaultTenant within three (3) business days of its receipt of the Letter of Credit.

Security Deposit. Upon execution On or before the Execution Date of this Lease, Tenant shall deposit with Landlord the amount initial Security Deposit sum set forth in Section 2.2, which sum shall be held by Landlord as security for the faithful performance by Tenant of all of the Security Deposit specified on [Page One]terms, covenants and conditions of this Lease. The Security Deposit will Lease to be returned to kept and performed by Tenant without interest upon during the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amountTerm. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of shall not be required to maintain a separate account for the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant but may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord intermingle it with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any other funds of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond the expiration of applicable notice and cure periods, including but not limited then without notice to the provisions relating to the payment of RentTenant, Landlord may draw upon (but shall not be required to), apply all or any part of Tenant’s Letter the Security Deposit for the payment of Creditany Rent or any other sum in default. If any portion of the Security Deposit is so used, used or applied, or retainedthen Tenant shall, Tenant will within ten (10) days after following written demand from Landlordtherefor, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8original amount. Tenant’s failure to replenish The unapplied portion of the Security Deposit shall constitute be returned to Tenant, or, at Landlord's option, to the last assignee of Tenant's interest hereunder, within sixty (60) days following the expiration of the Term. Tenant shall not be entitled to any interest on the Security Deposit. Tenant hereby irrevocably waives and relinquishes any and all rights, benefits, or protections, if any, Tenant now has, or in the future may have under any provision of Applicable Law which (a) establishes the time frame by which a failure landlord must refund a security deposit under a lease, or (b) provides that a landlord may claim from a security deposit only those sums reasonably necessary to pay Additional remedy defaults in the payment of rent, to repair damage caused by a tenant, or to clean the subject premises. Tenant acknowledges and agrees that (w) any statutory time frames for the return of a security deposit are superseded by the express period identified in this Section 6.4, and (x) rather than be so limited, Landlord may claim from the Security Deposit (i) any and all sums expressly identified in this Section 6.4, and (ii) any additional sums reasonably necessary to compensate Landlord for any and all losses or damages caused by Tenant's default of this Lease, including, but not limited to, all damages or rent due upon termination of this Lease. In the event of bankruptcy or other debtor-creditor proceedings against Tenant, the Security Deposit shall be deemed to be applied first to the payment of Rent and other charges due Landlord for all periods prior to the filing of such proceedings. Tenant shall, concurrently with or prior to the first payment date for the Second Base Rent Period and the Third Base Rent Period, pay to Landlord three (3) times the amount of such increase as an additional Security Deposit, as a component of its obligations hereunder, such that at all times Landlord shall hold a Security Deposit that is not less than the amount of three months of the then-current Base Rent (the “Minimum Security Deposit”). The Security Deposit may be in the form of cash, a letter of credit or any other security instrument, provided in the case of any other security instrument, such instrument shall be acceptable to Landlord in its sole discretion. In the event the cash Security Deposit (or any portion thereof) is to be replaced with a letter of credit, the letter of credit shall be issued by an issuer reasonably satisfactory to Landlord and shall otherwise be in form and substance reasonably acceptable to Landlord. Tenant shall reimburse Landlord for its legal costs in handling Landlord’s acceptance of the letter of credit or any other replacement security. Tenant shall not seek to enjoin, prevent or otherwise interfere with Landlord’s draw under any letter of credit. Landlord shall hold the proceeds of any draw in the same manner and for the same purposes as a cash Security Deposit. In the event Landlord transfers its interest in the Premises, then Tenant shall at Tenant’s expense, deliver an amendment to the letter of credit naming Landlord’s grantee as substitute beneficiary. If the amount of the required Security Deposit changes while a letter of credit is in force, then Tenant shall deliver a corresponding amendment to the letter of credit, and Landlord shall acknowledge and confirm to the issuer such amendment to the extent requested by the issuer. On or before the first anniversary of the Commencement Date (the “Additional Security Deposit Deadline”), Tenant shall deliver to Landlord one of the following as additional security for the performance of Tenant’s obligations under this Lease (the “Additional Security Deposit”): (A) sufficient funds to increase Landlord’s Security Deposit to the aggregate sum of Three Million Dollars ($3,000,000.00) plus the Minimum Security Deposit (the “Increased Security Deposit”); (B) a letter of credit in the amount of Three Million Dollars ($3,000,000.00) issued by an issuer reasonably satisfactory to Landlord and otherwise in form and substance reasonably acceptable to Landlord, which letter of credit shall be deemed part of the Security Deposit; or (C) a limited guaranty in the form attached as Exhibit E hereto (the “Limited Guaranty”) from R▇▇▇▇▇▇ ▇▇▇▇▇, an individual (the “Limited Guarantor”). In the event that Tenant timely delivers the Additional Security Deposit in accordance with clause (b) or (c) in the preceding sentence, then the cash Security Deposit held by Landlord shall be reduced to the Minimum Security Deposit and Landlord shall remit any excess funds held by Landlord to Tenant within five (5) business days of receipt of such Additional Security Deposit. For the avoidance of doubt, following the Additional Security Deposit Deadline, Landlord shall thereafter be entitled to hold, in accordance with the terms and conditions of this Lease, either: (y) a Security Deposit that is not less than the Increased Security Deposit; or (z) a Security Deposit in the amount of the Minimum Security Deposit and a Limited Guaranty (or Substitute Guaranty, as defined below), unless Landlord otherwise agrees in writing to another form of security in its sole and absolute discretion. In the event that Tenant delivers the Limited Guaranty as the Additional Security Deposit, Landlord acknowledges and agrees that Tenant shall have ten the right, exercisable at any time during the Term that Tenant is not in Default, to replace the Limited Guaranty by delivering an Additional Security Deposit in the form set forth in clauses (10a) days or (b) of the immediately preceding paragraph in an amount equal to the then-current liability of the Limited Guarantor under such Limited Guaranty (the “Substitute Security Deposit”), which Substitute Security Deposit shall be deemed part of the Security Deposit and subject to the terms and provision set forth in this Section. At such time as Landlord has received the Substitute Security Deposit, the Limited Guaranty shall be terminated and of no further force and effect. Landlord further acknowledges and agrees that provided Tenant is not in Default, Tenant shall have the right to elect to replace the Substitute Security Deposit with a Limited Guaranty from Limited Guarantor or with a substitute Guaranty (the date “Substitute Guaranty”) from another guarantor(s) with a net worth and liquidity sufficient to satisfy the Limited Guarantor’s obligations (and in any case, a net worth not less than $8,000,000) and otherwise acceptable to Landlord in Landlord’s sole but reasonable discretion (the “Substitute Guarantor”). Similarly, in the event that the Limited Guarantor is no longer an owner of notice Tenant and provided that Tenant is not in Default, Tenant shall have the right to cure replace the Limited Guarantor with a Substitute Guarantor reasonably acceptable to Landlord. Tenant may effect such defaultsubstitutions on multiple occasions during the Term, provided Tenant shall not effect such substitutions more than twice in any calendar year.

Security Deposit. Upon execution of this Lease, Tenant shall deposit with Landlord, upon delivery of an executed copy of this Lease to Landlord, a security deposit (the “Security Deposit”) for the performance of all of Tenant’s obligations hereunder in the amount set forth in Section 1.11 of the Summary; provided, however, that if no default under this Lease by Tenant shall exist and be continuing as of the thirtieth (30th) month of the Lease Term, the Security Deposit shall be reduced to Seventy Thousand Dollars ($70,000) at the beginning of the thirtieth (30th) month of the Lease Term and Landlord shall cooperate, at no expense to Landlord, in connection with an amendment to the Letter of Credit to effectuate such reduction. The Security Deposit shall be in the form of an unconditional and irrevocable letter of credit (the “Letter of Credit”): (i) in form and substance satisfactory to Landlord, (ii) naming Landlord as beneficiary, (iii) expressly allowing Landlord to draw upon it at any time from time to time, in whole or in part, by delivering to the issuer notice that Landlord is entitled to draw thereunder, (iv) issued by an FDIC-insured financial institution satisfactory to Landlord, and (v) redeemable by presentation of a sight draft in the State of Landlord’s choice. At least ten (10) days before the stated expiration date of any then current Letter of Credit, Tenant shall provide Landlord with a substitute Letter of Credit complying with all of the requirements hereof. If Tenant does not provide Landlord with a substitute Letter of Credit complying with all of the requirements hereof at least ten (10) days before the stated expiration date of any then current Letter of Credit, Landlord shall have the right to draw the full amount of the current Letter of Credit and hold the funds drawn in cash without obligation for interest thereon as the Security Deposit. The Security Deposit specified on [Page One], shall be held by Landlord as security for the performance of Tenant’s obligations under this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration is not an advance rental deposit or a measure of the Term Landlord’s damages in case of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due Tenant’s default. Upon each occurrence of a default under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure periodby Tenant, Landlord may apply all, use all or any part of the Security Deposit to amounts owed pay delinquent payments due under this Lease, and the cost of any damage, injury, expense or liability caused by Tenantsuch default, without prejudice to any other remedy provided herein or provided by law. In the event Landlord elects to apply Upon any such use of all or any portion of the Security Deposit as provided for aboveDeposit, Tenant shall promptly pay Landlord on demand the amount that will restore such the Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies set forth on Page 1 of this Lease. The Upon bankruptcy or other debtor-creditor proceedings against Tenant, (y) Landlord shall have the right to draw the full amount of the current Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to and hold the issuer funds drawn in person or by courier, in partial or full drawscash without obligation for interest thereon as the Security Deposit, and (iiz) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject the Security Deposit shall be deemed to be applied first to the permitted date payment of termination set forth below) unless Rent and other charges due Landlord for periods prior to the filing of such proceedings. If the credit rating assigned to the long term unsecured debt of issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees Standard & Poor’s rating services or costs charged by the issuer in connection with the Letter of Credit shall be paid by M▇▇▇▇▇▇. The irrevocable stand-by ’▇ Investors Service, Inc. has been reduced to BBB-/Baa3 or worse and Tenant has not provided Landlord with a substitute Letter of Credit shall remain effective through satisfying the date that is sixty conditions of this Section 5 and issued by an FDIC-insured financial institution satisfactory to Landlord within fifteen (6015) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rentthereafter, Landlord may shall have the right to draw upon the full amount of the current Letter of Credit and hold the funds drawn in cash without obligation for interest thereon as the Security Deposit. Upon any such use of all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retainedDeposit, Tenant will shall, within ten (10) 5 days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required original amount. If Te nant shall fully perform every provision of this Lease to be performed by Tenant, the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder) within sixty (60) days after the expiration or earlier termination of this Lease; provided that Landlord may retain the Security Deposit until such time as any amount pursuant due from Tenant in accordance with this Lease has been determined and paid in full. If Landlord transfers its interest in the Project or this Lease, Landlord shall either (a) transfer any Security Deposit then held by Landlord to a person or entity assuming Landlord’s obligations under this Section 85, or (b) return to Tenant any Security Deposit then held by Landlord and remaining after the deductions permitted herein. Upon such transfer to such transferee or the return of the Security Deposit to Tenant, Landlord shall have no further obligation with respect to the Security Deposit, and Tenant’s failure right to replenish the return of the Security Deposit shall constitute apply solely against Landlord’s transferee. Landlord’s obligation respecting the Security Deposit is that of a failure debtor, not a trustee, and no interest shall accrue thereon. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code. Tenant also waives the provisions of any law, now or hereafter in force, which provide that Landlord may claim from a security deposit only those sums reasonably necessary to pay Additional Rent and remedy defaults in the payment of Rent, to repair damage caused by Tenant shall have ten (10) days from or to clean the date Premises, it being agreed that Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord for any other loss or damage, foreseeable or unforeseeable, caused by the act or omission of notice to cure such defaultTenant or any officer, employee, agent or invitee of Tenant.

Security Deposit. Upon execution Tenant agrees to deposit as a security deposit (“Security Deposit”) with the Landlord or Broker, which shall be retained as security for the full and faithful performance by Tenant of this Leaseall the terms, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], covenants and conditions of this Lease. The Security Deposit will shall draw no interest, unless otherwise required by state or local law. The Security Deposit if and to the extent not applied toward the payment of damages, costs or expenses as permitted herein, shall be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by at Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is last known address within sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision later of the termination of this Lease beyond applicable notice or the surrender and cure periodsacceptance of the Leased Premises, unless otherwise required by state or local law. Tenant agrees that this Security Deposit may not be used by the Tenant to set off any month’s rent, including but the last month of occupancy. The Security Deposit shall be returned to Tenant only after the following conditions have been met or the corresponding charges have been applied: (a) There are no unpaid charges, damages, or rent payments due by Tenant hereunder; (b) The Premises, including kitchen appliances, have been cleaned thoroughly, in accordance with any written Move-Out Policy Landlord provided, and the Premises shall have been left in the same condition as when Tenant moved in, except for ordinary wear & tear; (c) After inspection by Landlord, appropriate charges will be deducted for any unpaid damages or repairs to the Premises or its contents (beyond reasonable wear); stickers, scratches, ▇▇▇▇▇ or holes, etc., on the walls, doors, floors, draperies, carpets and/or furniture, etc. Holding or applying the Security Deposit shall not limit Landlord’s right to exercise all remedies under this Lease and/or provided by law, nor shall Landlord’s recovery of damages be limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion amount of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from if Landlord, provide to ’s damages exceed that amount. Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlordreserves the right, in an the event there is more than one person as Tenant hereunder, to return the amount sufficient to restore of the Security Deposit Deposit, less appropriate charges, if any, by either sending one check to its required one Tenant or dividing the amount pursuant equally among all such persons, at Landlord’s discretion, unless otherwise specified by written notice signed by all such persons and received by Landlord prior to the termination of this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultLease.

Security Deposit. Upon execution A. It is agreed that Tenant shall provide Landlord with a security deposit of One Million Eight Hundred Twenty-Nine Thousand Three Hundred Fifty-Seven and 50/100 ($1,829,357.50) Dollars(subject, however, to reduction in accordance with the provisions of paragraph G of this Article) in the form of a letter of credit which complies with the provisions of paragraphs B, C and D of this Article and is substantially in the form of the letter of credit annexed hereto and made part hereof as Exhibit E, as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. If Tenant shall comply fully with the terms of this Lease, the security shall be returned to Tenant after the date fixed as the end of this Lease. In the event of a sale or lease of the Building containing the Demised Premises, Landlord may transfer the security to the purchaser or tenant, and Landlord shall thereupon be released from all liability for the return of the security and Tenant shall look solely to such purchaser or tenant for the return thereof. This provision shall apply to every transfer or assignment of the security to a new landlord. Tenant shall have no legal power to assign or encumber the security herein described. Landlord shall have no fiduciary obligation with respect to the security deposited hereunder, except as may be imposed by law. B. Simultaneously with the execution and delivery of this Lease by Tenant, Tenant shall deliver to Landlord an unconditional, irrevocable letter of credit (freely transferable by Landlord without cost to it, the expiration date of which shall not be earlier than the thirtieth (30th) day following the stated expiration of the term of this Lease) in the amount of One Million Eight Hundred Twenty-Nine Thousand Three Hundred Fifty-Seven and 50/100 ($1,829,357.50) Dollars, issued or confirmed by a banking organization chartered by the United States of America, any of the several States thereof or the District of Columbia and insured by the Federal Deposit Insurance Corporation, whose long-term, unsecured and unsubordinated debt obligations are rated in the highest category by at least two of Fitch Ratings, Ltd, (hereinafter referred to as “Fitch”), ▇▇▇▇▇’▇ Investors Service, Inc. (hereinafter referred to as “Moody’s”) and Standard & Poor’s Rating Service(hereinafter referred to as “S&P”) (hereinafter referred to collectively as, the “Rating Agencies”) or their respective successors (which on the date hereof means AAA from Fitch and S&P and Aaa from Moody’s) and has a short-term deposit rating in the highest category from at least two of the aforesaid Rating Agencies (which on the date hereof means F1 from Fitch, P-1 from Moody’s and A-1 from S&P) (the “LOC Criteria”). Such letter of credit may be presented at a branch located in New York County and shall be substantially in the form of the letter of credit annexed hereto and made part hereof as Exhibit B. If at any time during the term hereof the banking organization which issued such letter of credit shall cease to satisfy the LOC Criteria or such banking organization shall be declared insolvent by the Comptroller of the Currency, the Federal Reserve Board, the Federal Deposit Insurance Corporation or any applicable State regulatory authority or shall be placed on the Federal Deposit Insurance Corporation’s “Watch List,” Tenant shall, within ten (10) Business Days after notice from Landlord, replace such letter of credit with another letter of credit issued by a banking organization that satisfies the LOC Criteria and should Tenant fail to do so, Landlord may draw down the then extant letter of credit (in which case Tenant shall have the right to substitute a new letter of credit which complies with the provisions of this Article, upon which Landlord shall return such cash to Tenant) or if such letter of credit is not honored, require Tenant within ten (10) Business Days after notice of such dishonoring to replace the letter of credit with cash security. Time shall be of the essence with respect to each such ten (10) Business Day period set forth in this Article 30B. If Tenant shall default in performing any such obligation under this paragraph, the same shall be deemed a default hereunder neither requiring any further notice for Landlord to terminate the term of this Lease nor susceptible of being cured by Tenant. C. Tenant shall pay to Landlord, on demand and as additional rent hereunder, all fees and charges paid by Landlord to the bank issuing the letter of credit or any portion thereof in connection with the transfer of same to any future owner of the Building. In the event of a default by Tenant of any of the terms, provisions or conditions of this Lease, Landlord shall be permitted to draw down the entire amount of the letter of credit or any portion thereof and apply the proceeds (or a portion thereof) in accordance with the terms and provisions hereinafter set forth. If Landlord shall, notwithstanding any provision to the contrary, accept (i) a letter of credit the expiration date of which is earlier than the date prescribed in paragraph B hereof or (ii) a letter of credit that provides that it shall be automatically renewed unless the issuer shall advise Landlord that the letter of credit will not be renewed at least forty-five (45) days prior to the then expiring date thereof, then if Landlord shall receive notice of the issuer’s election not to renew the letter of credit, Landlord shall have the right to draw down the entire amount of the letter of credit at any time after receipt of such notice. D. The letter of credit shall be returned to Tenant following the expiration of the term of this Lease, provided that no default shall have occurred. If any default occurs, Landlord may draw all or any portion of the letter of credit but no such draw shall work to diminish or limit the damages suffered or recoverable by Landlord, it being agreed that the letter of credit is Landlord’s property and its return to Tenant is a reduction of the consideration for this Lease in consideration of Tenant’s complete performance of its obligations. E. Any and all cash held by Landlord as a result of a draw upon such letter of credit which has not been applied in accordance with the terms hereof shall be held as a security deposit in accordance with the terms of this Article, pending application by Landlord or return to Tenant as provided herein. If Landlord is holding any such cash security, Landlord may, in its sole discretion, hold such security in an interest-bearing savings account, in which case Tenant shall be entitled to the interest earned thereon annually, less the maximum administrative fee allowed by law to which Landlord shall be entitled under law. Tenant shall execute such documents (including, without limitation, a W-9 form) as Landlord may reasonably require to open such account or sub-account into which the security deposit shall be deposited. F. It is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of fixed annual rent and additional rent, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any fixed annual rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant’s default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the reletting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. The amount of the security deposit or any portion thereof applied to cure any default or reimburse Landlord for any costs or damages shall not be construed as liquidated damages or deemed to limit any damages for which Landlord has a right to recover or otherwise to limit any right or remedy of Landlord at law or in equity. Tenant further covenants that it shall not assign or encumber or attempt to assign or encumber the monies (or the letter of credit) deposited or delivered under this Article 30 and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. In the event Landlord applies or retains any portion or all of the security deposited (in cash or by letter of credit), Tenant shall forthwith restore the amount so applied or retained so that at all times the amount deposited shall be the amount herein above then required to be maintained as the security deposit, exclusive of accrued interest, if any. G. If Tenant has never defaulted under any of the monetary or other material terms of this Lease beyond any applicable notice and/or cure period, and Tenant is not then in default under any of the monetary or other material terms of this Lease (or if Tenant is then so in default, provided Tenant cures such default prior to the expiration of the applicable notice and/or cure period), then amount of the security deposit shall be reduced as follows: (i) on the first day of the fifth Lease Year, the amount of the security deposit shall be reduced to One Million Two Hundred Nineteen Thousand Five Hundred Seventy-One and 67/100 ($1,219,571.67) Dollars; and (ii) on the first day of the seventh Lease Year, the amount of the Security Deposit specified on [Page One]shall be further reduced to Nine Hundred Fourteen Thousand Six Hundred Seventy-Eight and 75/100 ($914,678.75) Dollars. H. It is hereby agreed that, notwithstanding the foregoing provisions of this Lease. The Security Deposit will be returned to Article, Tenant without interest may deposit with Landlord the sum of One Million Eight Hundred Twenty-Nine Thousand Three Hundred Fifty-Seven and 50/100 ($1,829,357.50) Dollars, in cash, upon the expiration execution and delivery of this Lease by Tenant, as and for the Term of the security deposit required under this Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable delivers to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is within sixty (60) days following after the expiration date this Lease. If Tenant defaults with respect to any provision execution and delivery of this Lease beyond applicable notice by Tenant, a letter of credit in such amount and cure periods, including but not limited to which otherwise complies with the provisions relating to of this Article. Upon Landlord’s timely receipt of such letter of credit which complies with the payment provisions of Rentthis Article, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion shall promptly return to Tenant the unapplied amount of the Security Deposit is so used, applied, or retained, cash security deposit previously delivered by Tenant will within ten (10) days after written demand from to Landlord, provide . The failure by Tenant to Landlord an additional irrevocable, stand-by deliver such letter of credit, which shall be in form and substance satisfactory credit to Landlord, issued within such sixty (60) day period (time being of the essence), will be considered a material and substantial default by a bank reasonably acceptable to LandlordTenant under this Lease, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant for which Landlord shall have ten (10) days from the date of notice all remedies available to cure such defaultit under this Lease and at law.

Security Deposit. Upon (a) Contemporaneously upon execution of this LeaseSublease, Tenant Subtenant shall deposit with Landlord Sublandlord cash in the amount of $13,306 (“Security Deposit”) as security for the Security Deposit specified on [Page One]faithful performance and observance by Subtenant of the terms, provisions, covenants and conditions of this LeaseSublease. The Security Deposit will be returned Failure to Tenant without interest deliver the same upon the expiration execution of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. Sublease shall render this Sublease void ab initio .. In the event that Tenant Subtenant defaults under in respect of any provision of the terms, provisions, covenants and conditions of this LeaseSublease after all applicable notice and cure periods have passed, and after including, but not limited to, the expiration payment of any applicable cure periodRent, Landlord Sublandlord may use, apply all, or retain the whole or any part of the Security Deposit to amounts owed the extent required for the payment of any Rent and any other sum as to which Subtenant is in default or for any sum which Sublandlord may expend or may be required to expend by Tenantreason of Subtenant’s default in respect of any of the terms, provisions, covenants and conditions of this Sublease, including but not limited to, any damages or deficiency accrued before or after summary proceedings or other re-entry by Sublandlord. In the event Landlord elects to apply that Subtenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Sublease, the Security Deposit shall be returned to Subtenant promptly after the date fixed as provided for abovethe end of this Sublease and after delivery of entire possession of the Subleased Premises to Sublandlord. In the event of an assignment by Sublandlord of its interest in the Lease, Tenant Sublandlord shall promptly restore such transfer the Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds assignee and shall provide Subtenant with its other funds, Upon any sale or other conveyance a written notice indicating the name and address of the Buildingassignee. In such event, Landlord may Sublandlord shall thereupon be released by Subtenant from all liability for the return of such Security Deposit, and Subtenant agrees to look solely to the new Sublandlord for the return of said Security Deposit; and it is agreed that the provisions hereof shall apply to every transfer the Security Deposit (or any amount assignment made of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at new Sublandlord. (b) In the successor/owner for repayment event that Subtenant defaults in respect of any of the same. Notwithstanding anything to terms, provisions, covenants and conditions of the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, Sublease and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon Sublandlord utilizes all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged security represented by the issuer Security Deposit, Sublandlord may, in connection with addition to terminating this Sublease and exercising any other rights and remedies that Sublandlord may have under the Letter Lease, or at law or in equity, retain the unapplied and unused balance of Credit shall be paid the principal amount of the Security Deposit as security for the faithful performance and observance by ▇▇▇▇▇▇. The irrevocable stand-by Letter Subtenant thereafter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision terms, provisions, and conditions of this Lease beyond Sublease, and may use, apply, or retain the whole or any part of said balance to the extent required for payment of Rent, additional rent, or any other sum as to which Subtenant is in default (after all applicable notice and cure periodsperiods set forth herein have passed) or for any sum which Sublandlord may expend or be required to expend by reason of Subtenant's default in respect of any of the terms, including but not limited to covenants, and conditions of this Sublease (after all applicable notice and cure periods set forth herein have passed). In the provisions relating to event Sublandlord, in accordance with the payment terms of Rentthis Sublease, Landlord may draw upon all applies or any part of Tenant’s Letter of Credit. If retains any portion or all of the Security Deposit is delivered hereunder, Subtenant shall forthwith restore the amount so used, applied, applied or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which retained so that at all times the amount deposited shall be in form and substance satisfactory equal to Landlord, issued the security required by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default4(a).

Security Deposit. Upon execution of this Lease, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will shall be returned to Tenant without interest upon the expiration of the Term of the Leaseheld by Landlord, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an a stand-by, unconditional, cleanirrevocable, irrevocable standby transferable letter of creditcredit (the "Letter of Credit") in the form of Exhibit D hereto, as security for the performance of Tenant's obligations under this Lease. Tenant shall within five (5) business days of the date that Landlord notifies Tenant that it has obtained the consent of the GPO described in a form acceptable paragraph 3 hereof, deliver to LandlordLandlord the Letter of Credit, naming Landlord as beneficiary, and issued by a bank financial institution ("Issuer"), reasonably acceptable satisfactory to Landlord. The Security Deposit is not an advance rental deposit or a measure of Landlord's damages in case of Tenant's default. Upon each occurrence of an Event of Default (hereinafter defined), Landlord shall be entitled to draw on all or part of the Letter of Credit to pay delinquent payments due under this Lease, and the cost of any damage, injury, expense or liability caused by such Event of Default, without prejudice to any other remedy provided herein or provided by law. The Letter of Credit shall provide for partial draws by Landlord in accordance with this paragraph. Any such draws when made shall be deemed applied to the amounts owing and past due under this Lease (in such order as Landlord may reasonably elect). Except as otherwise provided herein, in the “event of any draw under the Letter of Credit”, it shall be only in an amount reasonably necessary to cure an Event of Default by Tenant, beyond any applicable cure periods and, Tenant shall within ten (10) as securitybusiness days after such draw, provided cause the amount remaining available to be drawn under the Letter of Credit to be increased by an amount equal to the amount drawn. Any improper draws by Landlord upon the Letter of Credit shall be delivered deemed an Event of Default by Landlord, and as Tenant's remedy therefor, Tenant shall be entitled to an offset, equal to the amount of the improper draw, on the Base Rent. Landlord's obligation respecting the Security Deposit is that of a debtor, not a trustee; and no interest shall accrue thereon. Landlord shall be released from any obligation with executed copies respect to the Security Deposit upon transfer of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable Lease and the Premises to Tenant upon presentment of original to the issuer in a person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any entity assuming all of Landlord’s rights or remedies hereunder, if 's obligations under this Paragraph and the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part tender of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees to such person or costs charged entity for transfer by the issuer in connection with issuing bank. In the Letter event of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all a sale or any part of Tenant’s Letter of Credit. If any portion other transfer of the Security Deposit is so used, applied, or retainedBuilding, Tenant will shall, if requested by Landlord in writing, at Landlord's sole cost and expense within ten (10) business days after written demand from Landlordreceiving such request, provide cause the issuing bank of the Letter of Credit to Landlord an additional irrevocable, stand-by consent to the assignment or to issue a substitute letter of creditcredit on identical terms to the Letter of Credit as the same may have been decreased as provided herein, which shall be in form and substance satisfactory to Landlordother than the stated beneficiary, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date same issuing bank naming such transferee as the beneficiary thereof, upon delivery by Landlord of notice to cure such defaultthe then outstanding Letter of Credit. The provisions of this paragraph are contingent upon the acceptance by the transferee of all provisions of this Lease.

Security Deposit. Upon To secure the faithful performance by Subtenant of all the covenants, conditions and agreements in this Sublease set forth and contained on the part of Subtenant to be fulfilled, kept, observed and performed including, but not by way of limitation, such covenants and agreements in this Sublease which become applicable upon the termination of the same by re-entry or otherwise, Subtenant shall deposit with Sublandlord a security deposit in the amount of Twelve Million One Hundred Thousand Dollars ($12,100,000) (the "Security Deposit"), payable in stages as follows: a. $8,500,000 within ten (10) business days following the execution of this LeaseSublease by both parties. b. $3,600,000 upon: 1) the Commencement Date of the Third Floor and Fourth Floor of Building Four, Tenant shall deposit with Landlord the amount of or 2) such earlier date as Subtenant gains access under Paragraph 2.2(b) herein (Fixturing Period) . (a) the Security Deposit specified on [Page One], or any portion thereof may be applied to the curing of any default under this Lease. The Sublease or the Work Letter Agreement (provided that with respect to Work Letter Agreement defaults the Construction Security Deposit will must first be exhausted) that may exist at the time of application, including any Rent owing at the end of the Sublease term or to the payment of any Abatement Reimbursement Rent that may become due pursuant to Paragraph 13.3, without prejudice to any other remedy or remedies which Sublandlord may have on account thereof; (b) upon such application Subtenant shall (i) pay Sublandlord on demand the amount so applied which shall be added to the Security Deposit so the same may be restored to its original amount, or (ii) in the event that Subtenant elects to deposit a Letter of Credit, upon written notice from Sublandlord to Subtenant specifying the amount drawn on the Letter of Credit and the particular purpose for which such amount was applied, Subtenant shall deliver within ten (10) days (at its sole cost and expense) to Sublandlord an amendment to the Letter of Credit or a replacement Letter of Credit in an amount equal to the then existing balance of the Letter of Credit (prior to such draw);(c) should the Master Lease be assigned by Sublandlord, the Security Deposit or any portion thereof not previously applied and the Prepaid Rent or any portion thereof not previously applied shall be turned over (or assigned) to Sublandlord's assignee, and upon assumption of Sublandlord's obligations under this Sublease, Subtenant shall release Sublandlord from any and all liability with respect to the Security Deposit and/or its application or return; (d) Sublandlord or its successor shall not be obligated to hold the Security Deposit as a separate fund, but on the contrary may commingle the same with its other funds; (e) the sum deposited or the portion thereof not previously applied, shall be returned to Tenant Subtenant without interest upon following the expiration of the Term of this Sublease or any renewal or extension thereof, except to the Lease, extent reasonably required to cure any breach by Subtenant of any of its obligations hereunder and provided that ▇▇▇▇▇▇ Subtenant has paid all amounts due under this Lease vacated the Premises and has otherwise performed all obligations hereunder. In surrendered possession thereof to Sublandlord at the expiration of the Term or any extension or renewal thereof as provided herein; (f) in the event that Tenant defaults under Sublandlord terminates this Sublease or Subtenant's right to possession by reason of a default by Subtenant, Sublandlord may apply the Security Deposit against damages suffered to the date of such termination and/or may retain the Security Deposit to apply against such damages as may be suffered or shall accrue thereafter by reason of Subtenant's default; (g) in the event any provision bankruptcy, insolvency, reorganization or other creditor-debtor proceedings shall be instituted by or against Subtenant, or its successors or assigns, the Security Deposit shall be deemed to be applied first to the payment of this Leaseany Rent due Sublandlord for all periods prior to the institution of such proceedings, and after the expiration of any applicable cure periodbalance, Landlord may apply allif any, or any part of the Security Deposit may be retained or paid to amounts owed by TenantSublandlord in partial liquidation of Sublandlord's damages. In the event Landlord If Subtenant elects to apply deposit the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to by a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, such letter of credit shall be an irrevocable, unconditional, standby letter of credit in a form acceptable substantially similar to Landlordthe form attached hereto as Exhibit F and incorporated herein (such letter of credit, and issued together with any renewal or replacement letters of credit delivered or to be delivered by a bank reasonably acceptable Subtenant under this Paragraph, shall be referred to Landlord (herein collectively as the “"Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease"). The Letter of Credit shall be issued by a national money center bank with an office in San Francisco, California (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant"Issuer"). Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part The final form of the Letter of Credit Credit, the identity of the Issuer, and Tenant shall provide Landlord with an additional irrevocable stand-by letter the form of credit as provided below. Any and all fees or costs charged by the issuer in connection with the any replacement Letter of Credit shall be paid by ▇▇▇▇▇▇acceptable to Sublandlord in its sole discretion. The irrevocable stand-by Letter of Credit shall remain effective be for an initial term of not less than twelve (12) months and shall be maintained in force at all times from issuance through the date that is sixty (60) days following the expiration date or earlier termination of this LeaseSublease. If Tenant defaults with respect Subtenant fails to deliver to Sublandlord either a replacement Letter of Credit or cash in the full amount of the Security Deposit required hereunder at least forty-five (45) days prior to the expiration date of an outstanding Letter of Credit, such failure shall be a default under this Sublease (without the requirement of notice) entitling Sublandlord, in addition to its other remedies, to draw down all or part of the current Letter of Credit. Sublandlord shall have the right, upon a transfer or assignment of its rights as landlord under this Sublease, to require Subtenant to deliver a replacement Letter of Credit designating Sublandlord's successor as the beneficiary, at Subtenant's sole cost and expense. No draw under the Letter of Credit shall be deemed a waiver of, or be deemed to have cured, any default by Subtenant under any provision of this Lease beyond applicable notice and cure periods, including but not limited Sublease except to the provisions relating extent directly applied to cure such default(s). Each time the payment financial milestones described below have been met, and Subtenant is not in default under this Sublease as of Rentthe effective date of any reduction of the Security Deposit, Landlord the required Security Deposit shall be reduced by twenty-five percent (25%) of its then existing amount, which reduction shall be effective on the first day of any calendar quarter following receipt by Sublandlord of a valid and complete "Security Deposit Notice" as defined below (with respect to such reduction). In order to qualify for a Security Deposit reduction as described above, Subtenant must have achieved four (4) consecutive quarters, not including any quarters counted toward any previous Security Deposit reduction hereunder, in which Subtenant has positive net income (as reported in the Subtenant's Condensed Consolidated Statement of Operations as filed on Form 10-Q), and Subtenant's total aggregate net income over such four quarters is Five Million Dollars ($5,000,000) or more. For purposes of this paragraph, the computation of "net income" for each such quarter shall exclude certain non-cash expenses including only the following: amortization of deferred stock-based compensation, amortization of acquired intangible assets and write-offs of in-process research and development, facilities abandonment write-downs, and acquisition related charges, as those items are set forth on Subtenant's Condensed Consolidated Statement of Operations. If Subtenant qualifies for a reduction in the Security Deposit, Subtenant shall provide Sublandlord with written notice requesting that the Security Deposit be reduced as provided above (the "Security Deposit Notice"), which notice must be accompanied by evidence (which may draw upon all include audited or any part reviewed financial statements for the applicable time periods) demonstrating to Sublandlord's reasonable satisfaction that Subtenant has met the required financial milestones. If Subtenant provides Sublandlord with a valid Security Deposit Notice, Sublandlord shall cooperate with Subtenant to promptly reduce the total amount of Tenant’s the Letter of Credit, or in the event of a cash Security Deposit, refund the applicable portion of the Security Deposit to Subtenant within forty-five (45) days after the later to occur of (a) Sublandlord's receipt of the Security Deposit Notice, or (b) the date upon which Subtenant is entitled to a reduction in the Security Deposit as provided above. If Notwithstanding anything herein to the contrary, (a) in no event will the amount of the required Security Deposit be less than (i) two (2) months of the total Base Rent payable during the final year of the Original Term, during the Original Term, and (ii) two (2) months of the total Base Rent payable during the final year of the Option Period, during the Option Period (see Paragraph 39), and (b) in the event Sublandlord applies any portion of the Security Deposit is so usedpursuant to the provisions of this Paragraph 4, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which Subtenant shall be disqualified from reduction in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute for a failure to pay Additional Rent and Tenant shall have ten period of twenty-four (1024) days from the date of notice to cure months following such defaultapplication.

Security Deposit. Upon execution of this Lease, (a) Tenant shall deposit has deposited with Landlord the amount of $500,000.00 (the “Security Deposit specified on [Page One]Deposit”), of this Leasethe receipt whereof (if by check, subject to collection), is hereby acknowledged. The Security Deposit will shall be held as security for the full and faithful performance by Tenant of each and every term, covenant and condition of this Lease on the part of Tenant to be observed and performed. The Security Deposit shall not be mortgaged, assigned, transferred or encumbered by Tenant without the prior consent of Landlord in each instance, and any such act on the part of Tenant shall be without force and effect and shall not be binding upon Landlord. (b) If any Rent or any other charges or sums payable by Tenant to Landlord shall be overdue and unpaid beyond any applicable notice and grace period, then Landlord may, at its option, and without prejudice to any other remedy that Landlord may have on account thereof, appropriate and apply the Security Deposit or so much thereof (i) as may be reasonably necessary to compensate Landlord toward the payment of Rent or other sums due from Tenant, or (ii) towards any loss, damage or expense sustained by Landlord resulting from such default on the part of Tenant which Landlord is entitled to receive under this Lease, or (iii) towards any third-party expenses which are the responsibility of Tenant under this Lease. In such event, Tenant shall, within twenty (20) days after Landlord gives to Tenant notice thereof together with reasonable backup documentation thereof, restore the Security Deposit to the original amount deposited. The Security Deposit, or any balance remaining after any permissible deductions, shall be returned in full to Tenant without interest upon within thirty (30) days after the expiration date of the Term termination of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. the surrender of the Premises by Tenant in compliance with the provisions of this Lease. (c) In the event that Tenant defaults under any provision of this Leasebankruptcy, and after insolvency, reorganization or other creditor-debtor proceedings shall be instituted by or against Tenant, or it successors or assigns, if any, the expiration Security Deposit shall be deemed to be applied first to the payment of any applicable cure periodRent and/or other charges due Landlord for all periods prior to the institution of such proceedings and the balance, if any, of the Security Deposit may be retained by Landlord may apply all, or any part in partial liquidation of Landlord’s damages. (d) Landlord shall cause the delivery of the Security Deposit to amounts owed by Tenant. In the event purchaser of Landlord’s interest in the Building if such interest be sold or transferred, and thereupon (provided such transferee assumes same in writing) Landlord elects shall be discharged and released from all further liability with respect to apply the Security Deposit as provided for above, or the return thereof to Tenant. Tenant shall promptly restore such look solely to the new landlord for the return of the Security Deposit to the original amountextent so transferred, and this provision shall also apply to any subsequent transferees. Landlord mayNo holder of a mortgage or deed of trust or lessor under a ground or underlying lease to which this Lease is or may be superior or subordinate shall be responsible for the Security Deposit, unless such mortgagee or holder of such deed of trust or lessor shall have actually received the Security Deposit. (e) The Security Deposit shall not be commingled with any other monies whatsoever. (f) The Security Deposit shall be reduced in accordance with the following schedule, provided and on condition that there shall not be an Event of Default under this Lease at the time of the scheduled reduction and there has not been a previous Event of Default under this Lease for which Landlord, in its sole discretion, commingle such funds with its other fundsaccepted a cure from Tenant. Notwithstanding the foregoing, Upon any sale or other conveyance if at the time of the Buildingscheduled reduction there is an event which with notice or the passage of time or both would constitute an Event of Default, Landlord may transfer then the scheduled reduction in the Security Deposit (or any amount shall not occur unless the matter is cured within the applicable cure period prior to the occurrence of an Event of Default. The scheduled reductions in the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment are as follows: Reduction Date Remaining Security Deposit End of the same. Notwithstanding anything to the contrary Lease Year 2 $ 400,000.00 End of Lease Year 3 $ 300,000.00 End of Lease Year 4 $ 200,000.00 Such reduction in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to by Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlordthe expiration of the applicable Lease Year; provided, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore if the Security Deposit is a Letter of Credit in accordance with Section 34.2, Landlord shall not deliver the reduction to its required amount pursuant to this Section 8. Tenant but shall reasonably cooperate with Tenant, at Tenant’s failure request, to replenish effectuate a corresponding reduction in, or substitution of, the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date Letter of notice to cure such defaultCredit.

Security Deposit. Upon execution (a) Tenant shall pay Landlord the sum of Seventy-seven Thousand Eighty and No/100 Dollars ($77,080.00) (hereinafter referred to as “Security Deposit”) as evidence of good faith on the part of Tenant in the fulfillment of the terms of this Lease, which shall be held by the Landlord during the Term of this Lease, and any renewal thereof. Landlord shall promptly place the Security Deposit in an interest-bearing time deposit account or market rate account with no penalty for early withdrawal, as selected by Landlord (similar to the accounts in which Landlord deposits other security deposits) with a nationally-recognized and FDIC-insured financial institution, for the benefit of Tenant (except as expressly set forth herein to the contrary). All interest reports shall be mailed to Tenant at the Premises. Notwithstanding the foregoing, however, Tenant acknowledges and agrees that (i) Landlord shall not be obligated to provide any minimum (or any) return on the Security Deposit, (ii) any risk of loss on such funds on deposit with shall be borne by Tenant, and (iii) Landlord shall have no liability for the amount selection of a depository institution to hold the Security Deposit or for any act or omission of such depository institution or for any loss or impairment of the Security Deposit specified or other funds of Tenant that are subject to this Agreement. Unless applied to any amount owing to Landlord hereunder (as discussed hereinbelow), Landlord shall disburse any interest earned to date on [Page One]the Security Deposit upon return of any portion of the Security Deposit to Tenant (including any return provided for in subsection 44(c), below). Notwithstanding the foregoing, however, following a default by Tenant beyond and applicable notice and cure period or Tenant’s failure to otherwise satisfy any of its obligations under this Lease, the Security Deposit (including any interest accrued thereon) may be used by Landlord, at its discretion, to apply to any amount owing by Tenant to Landlord hereunder, or to pay the expenses of repairing any damage to the Premises, the payment for which Tenant is responsible pursuant to the terms of this Lease, except natural wear and tear occurring from normal use of the Premises, which exists on the day Tenant vacates the Premises, but this right shall not be construed to limit Landlord’s right to recover additional sums from Tenant for damages to the Premises. The Following any such application of the Security Deposit (and interest accrued thereon), and subject to the provisions of subsection 44(c), below, Tenant shall pay to Landlord on demand, in immediately available funds, the amount so applied in order to restore the Security Deposit to its amount prior to such application. If there are no payments to be made from the Security Deposit as set out in this paragraph, or if there is any balance of the Security Deposit (including any interest accrued thereon) remaining after all payments have been made, the Security Deposit (including any interest accrued thereon), or such balance thereof remaining, will be returned refunded to the Tenant without interest upon the expiration within thirty (30) days after fulfillment by Tenant of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the no event that shall Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects be entitled to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit (or any interest accrued thereon) to the original amountany Rent due hereunder. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer or assign the Security Deposit (or including any interest accrued thereon) to any new owner of the Premises, and upon such transfer all liability of Landlord for the Security Deposit (including any interest accrued thereon) shall terminate. (b) In lieu of a Security Deposit in immediately available funds, Tenant may deliver to Landlord a standby, clean, unconditional, irrevocable and transferable letter of credit in the full amount of the Security Deposit remainingand deemed to be the Security Deposit hereunder (subject to the provisions of subsection 44(a) above), naming Landlord as beneficiary, issued by a national commercial banking association acceptable to a successor/ownerLandlord from time to time, permitting partial or full draws thereon, at the option of Landlord, and ▇▇▇▇▇▇ agrees otherwise in form reasonably acceptable to look solely Landlord. Tenant shall from time to time cause its letter of credit to be renewed no later than 90 days prior to any expiration date thereof so that the letter of credit remains in effect for 90 days after the scheduled expiration date of the Term or any renewal term. The term of the letter of credit shall commence as of or prior to the date of delivery thereof to Landlord and shall expire no earlier than one (1) year thereafter. The letter of credit shall further provide that it will be automatically renewed for successive periods of one (1) year each without any other action by the Landlord or the issuer, thereof through the period ending 90 days after the scheduled expiration date of the Term or any renewal term. If the issuer thereof notifies Landlord that the letter of credit will not be automatically renewed at the successor/owner for repayment end of the same. Notwithstanding anything to the contrary then current term thereof and/or in the paragraph aboveevent Tenant fails timely to renew its letter of credit or to post a full cash Security Deposit, in lieu of then Landlord shall have the right to draw thereon, and retain the amounts so drawn as a cash Security Deposit, Tenant . Landlord may deliver draw upon the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in whole or in part, and apply the proceeds thereof on the terms and conditions of subsection 44(a) above. The letter of credit (and any replacements thereof) shall be: (i) made payable to Landlord and expressly transferable and assignable at no charge, which transfer/assignment shall be conditioned only upon delivery of notice to the issuer of the letter of credit (or replacement thereof); and (ii) payable upon presentation to a form acceptable local branch (or facsimile transmission to a branch located in the United States) of the issuer of a simple sight draft or certificate stating only that Landlord is entitled to draw on the letter of credit pursuant to this Lease. Any failure or refusal of the issuer to so honor the letter of credit shall be at Tenant’s sole risk, shall not relieve Tenant of its obligations hereunder with respect to the Security Deposit, and Tenant shall immediately provide a replacement letter of credit or other funds to serve as the Security Deposit. Tenant hereby irrevocably appoints Landlord its true and lawful attorney-in-fact, such power of attorney being coupled with an interest, with full power of substitution, to do any one or more of the following in its sole discretion upon the occurrence of an event of default under this Lease: (1) demand, collect, receive, ▇▇▇ for, compound and give acquittance for any and all amounts which may be or become due or payable with respect to the letter of credit and all funds evidenced thereby, (2) execute any and all withdrawal receipts or others orders for the payment of money drawn from the letter of credit, (3) endorse the name of Tenant on all commercial paper given in payment or in partial payment of the letter of credit, (4) file any claim or institute any proceeding with respect to the letter of credit, (5) transfer the letter of credit into the name of Landlord or its nominee, and (6) take any other action which Landlord may deem necessary or appropriate to protect and preserve the right, title, and interest of Landlord under this Lease. To further secure Tenant’s obligations under this Lease, Tenant hereby pledges to Landlord, and issued by a bank reasonably acceptable grants to Landlord (a security interest in, the “Letter letter of Credit”credit, and all renewals and replacements thereof, and proceeds therefrom. Tenant shall cause the letter of credit to be amended from time to time upon written request of Landlord to change the address to which notices to Landlord are to be sent and/or to change the identity of persons or addresses to whom or which courtesy copies of notices to Landlord are to be sent. If the letter of credit is lost, mutilated, stolen or destroyed, Tenant shall cooperate with Landlord’s efforts to cause the issuer thereof to cancel the lost, mutilated, stolen or destroyed letter of credit and to replace such letter of credit. Any replacement letter(s) as security, provided the Letter of Credit credit shall be delivered subject to Landlord with executed copies compliance with, and all the conditions of, the foregoing subsection. (c) As of this Lease. The Letter of Credit shall each Burn Off Date (as hereinafter defined), so long as (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, no default has occurred and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following continued beyond the expiration date this Lease. If Tenant defaults with respect to of any provision of this Lease beyond applicable notice and cure periods, including but not limited and (ii) Tenant’s tangible net worth (as used herein, “tangible net worth” is defined as the excess of the value of tangible assets (i.e., assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities), as reasonably determined by Landlord, is greater than $5,000,000.00, then: (i) if the Security Deposit is then held in cash, then to the provisions relating extent previously deposited with Landlord in accordance with this Section 44, any portions of the Security Deposit (including any interest accrued thereon) in excess of the corresponding Security Deposit Balance (as hereinafter defined) shall be returned by Landlord to Tenant; or (ii) if the Security Deposit is then held in the form of a letter of credit, then Tenant shall deposit with Landlord either cash or a replacement letter of credit satisfying the conditions of subsection 44(b), above, equal to the payment corresponding Security Deposit Balance, and upon receipt of Rentsuch cash or replacement letter of credit, Landlord may draw upon all or shall return to Tenant any part old letter of Tenant’s Letter credit held pursuant to this Section 44. Upon the satisfaction of Creditthe foregoing, the Security Deposit held hereunder, after the applicable Burn Off Date, shall thereafter be deemed to be the corresponding Security Deposit Balance. If In the event any of the foregoing conditions to the return of such portion of the Security Deposit are not met on any Burn Off Date, Landlord shall not be obligated to return any portion of the Security Deposit is so usedin accordance with the foregoing on the applicable Burn Off Date, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter and the amount of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure not be reduced in accordance with the foregoing but shall be deemed to pay Additional Rent be the then current Security Deposit Balance until the next Burn Off Date, if any, and if not, for the balance of the Term as of the last Burn Off Date, without further reduction on any future Burn Off Date. By way of example only, if Tenant fails to meet the foregoing conditions on the April 1, 2010 Burn Off Date, then there shall have ten (10) days from be no reduction on such date, but if, on the May 1, 2010 Burn Off Date, Tenant does meet all the conditions then the Security Deposit Balance shall be reduced to $64,233.33 on such Burn Off Date, and if Tenant meets the conditions again on the April 1, 2011 Burn Off Date, the Security Deposit Balance shall be reduced to $51,386.67 on such date of notice to cure such defaultand so forth.

Security Deposit. Upon execution of this LeaseSublease, Tenant Subtenant shall deposit with Landlord Sublandlord the amount sum of $104,850.00 as a security deposit (“Security Deposit”). Subtenant hereby grants to Sublandlord a security interest in the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to replenishments thereof. If Subtenant fails to pay Rent or other charges when due under this Sublease, or fails to perform any of its other obligations hereunder, and such failure is not cured within the provisions relating to the payment of Rentrelevant cure period, Landlord Sublandlord may draw upon use or apply all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so usedfor the payment of any Rent or other amount then due hereunder and unpaid, appliedfor the payment of any other sum for which Sublandlord may become obligated by reason of Subtenant’s default or breach, or retainedfor any loss or damage sustained by Sublandlord as a result of Subtenant’s default or breach. If Sublandlord so uses any portion of the Security Deposit, Tenant will Subtenant shall restore the Security Deposit to the full amount originally deposited within ten (10) days after Sublandlord’s written demand from Landlord, provide demand. Sublandlord shall not be required to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore keep the Security Deposit separate from its general accounts, and shall have no obligation or liability for payment of interest on the Security Deposit. The Security Deposit, or so much thereof as had not theretofore been applied by Sublandlord, shall be returned to its required Subtenant within thirty (30) days of the expiration or earlier termination of this Sublease, provided Subtenant has vacated the Premises. In lieu of making the cash deposit described above, Subtenant shall have the option to instead deliver to Sublandlord a letter of credit in the amount pursuant to this Section 8. Tenant’s failure to replenish of the Security Deposit in the form attached hereto as Exhibit D from an institution reasonably satisfactory to Sublandlord (the “Initial LOC”; the Initial LOC and all letters of credit issued in renewal or replacement thereof being individually referred to hereinafter as an “LOC”). Sublandlord may, in its sole discretion but with no obligation to do so, draw upon each LOC at any time following an event of default, which is not cured within the applicable cure period, in accordance with this Section 4. Each LOC delivered hereunder shall constitute (a) be in a failure form and from Greater Bay Bank or another institution acceptable to pay Additional Rent Sublandlord, in its reasonable discretion, (b) allow for multiple draws, and Tenant (c) be transferable, irrevocable and payable on sight draft made by Sublandlord or its successors and assigns. In the event Sublandlord draws upon any LOC in accordance with this Section 4, Subtenant shall have replenish the LOC within ten (10) days from of notice of such draw so that the amount of the LOC shall equal the sum of $104,850.00. Sublandlord may, in its sole discretion but with no obligation to do so, draw upon each LOC for the failure of any LOC to be renewed or replaced in compliance with the terms of this Section 4 on or before the date that is thirty (30) days prior to the expiration of any LOC, such draw to be in the full amount of any such expiring LOC, with such drawn amount thereafter to be held by Sublandlord as the Security Deposit under this Sublease. Sublandlord will not be required to declare any default or event of default as a condition to any such draw. In the event Sublandlord fails to draw upon any expiring LOC and such LOC actually expires, Subtenant shall cause a replacement LOC to be issued in favor of Sublandlord in the amount of any such expired LOC, with any failure to provide such a replacement LOC to constitute a default hereunder within ten (10) days of notice from Sublandlord to Subtenant of any such expired LOC, and without any further cure such defaultperiod being allowed to Subtenant.

Security Deposit. Upon execution signing this Lease, and prior to taking possession of the Premises, Tenant will pay to the Landlord the sum of and 00/100 Dollars ($ 00.00) as a security deposit (the “Security Deposit”) for the full and faithful performance by the Tenant of the terms and conditions of this Lease. If a “Pet Agreement” has been executed, Tenant shall deposit with Landlord the amount shown as “Security Deposit” above includes a “Pet Deposit” of the Security Deposit FORMTEXT N/ADollars ($ FORMTEXT 0.00) as specified on [Page One]the “Pet Agreement”. If a “Furniture Addendum” has been executed, the amount shown as “Security Deposit” above includes a “Furniture Deposit” of this LeaseFORMTEXT N/A Dollars ($ FORMTEXT 0.00) as specified on the “Furniture Addendum”. The Security Deposit will be returned to deposited at In no event shall the Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as against the last month’s rent. Within a reasonable amount of time after Tenant has vacated the Premises, returned keys, and provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Buildinga forwarding address, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver will return the Security Deposit in full or give Tenant an itemized written statement explaining the form reasons for and the dollar amount of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from retained by Landlord, provide along with a check satisfying any deposit balance due to Tenant. After inspection of the Premises by the Landlord an additional irrevocableor Landlord’s agent, stand-by letter of credit, which shall be any expense(s) required to repair and/or clean the Premises necessary in form and substance satisfactory to the Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient ’s exclusive judgement to restore the Security Deposit premises in compliance to its required amount pursuant a rentable condition will also be charged to this Section 8. Tenant’s failure to replenish and paid for by Tenant as “Additional Rent” immediately and without demand by the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultLandlord.

Security Deposit. Upon Concurrently with the execution of this Lease, Tenant shall deposit with will deliver to Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord credit (the “Letter of Credit”) which shall (i) be issued by a federal or state chartered bank or other financial institution (the “Issuer”) reasonably acceptable to Landlord; (ii) be subject to draws payable at any office of Issuer; (iii) assure payment in the “Stated Amount” equal to amount of the Security Deposit; (iv) name Landlord as securitybeneficiary; (v) have a term ending at least one (1) year after its date of issuance; (vi) be payable in sight drafts accompanied only by Landlord’s statement that it is entitled to the amount drawn in accordance with this Lease (without any reference to the requirement of prior notice to or the consent of Tenant); (vii) allow partial drawings; and (viii) be subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision, provided International Chamber of Commerce Publication No. 500). Tenant will be solely responsible for any bank fees imposed in connection with the Letter of Credit. Tenant acknowledges and agrees that the Letter of Credit constitutes a separate and independent contract between Landlord and the Issuer, that Tenant is not a third party beneficiary of such contract, and that Landlord’s claims under the Letter of Credit for the full or any partial amount due and owing thereunder shall be delivered not be, in any way, restricted, limited, altered or impaired by virtue of any provision of the Bankruptcy Code, including, but not limited to, Section 502(b)(6) of the Bankruptcy Code. If the Actual Area of the Premises determined pursuant to Section 1.1 above is greater than the Estimated Area then Tenant shall provide a replacement Letter of Credit satisfying the foregoing requirements in the Stated Amount equal to the amount of the Security Deposit adjusted to reflect the actual Basic Rent for the Premises within ten (10) Business Days after Landlord with executed copies delivers notice of this Leasethe determination of the Actual Area. The Letter of Credit shall (i) be unconditionalrenewed annually, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers at least thirty (30) days’ days prior written notice to its expiration, for successive one year terms, until the expiration of cancellation to Landlord and Tenantthe term of this Lease. Without limiting Landlord, or any of person designated by Landlord’s rights or remedies hereunder, if the bank issuing may draw upon the Letter of Credit provides if an Event of Default occurs. If Tenant does not deliver to Landlord with a cancellation notice, Landlord may immediately draw upon all renewal or any part satisfactory replacement of the Letter of Credit and within thirty (30) days prior to its expiration date, Tenant shall provide be in default under this Lease and Landlord with an additional irrevocable stand-by letter shall have the right to draw upon the full amount of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit Credit. If, as of the end of any Lease Year, Tenant’s net Income for the previous two (2) consecutive quarters (i.e. periods of six months) is greater than the annual Rent due under this Lease for the then current Lease Year (“Reduction Threshold”), then, upon the written request of Tenant, the amount of the Security Deposit will be reduced by twenty-five percent (25%) of the original amount of the Security Deposit, provided that Tenant has not been late in the payment of Rent more than once during such Lease Year and no Event of Default then exists. Tenant will provide to Landlord with its request financial statements certified by an Independent certified public accountant and such other reasonable evidence of Tenant’s net income. Landlord will have fifteen (15) Business Days after receipt of such information to approve or disapprove any such reduction in the amount of the Security Deposit. If Landlord reasonably agrees that such financial statements and other information establish that Tenant has satisfied the Reduction Threshold, then such reduction in the amount of the Security Deposit shall be paid by ▇▇▇▇▇▇become effective upon Landlord’s reasonable approval. The irrevocable stand-by At any time on or after the effective date of any such reduction; Tenant may provide a replacement Letter of Credit shall remain effective through in compliance with the date that is sixty (60) days following terms of this Section but with a Stated Amount equal to the expiration date this Leasereduced amount of the Security Deposit. If Tenant defaults with respect to any provision of the terms, provisions, covenants and conditions of this Lease beyond applicable notice and cure periodsLease, including but not limited to Landlord may use, apply or retain the provisions relating to whole or any part of the Security Deposit for the payment of Rent, any Rent in default or any other sum which Landlord may draw upon reasonably expends or is otherwise due by reason of Tenant’s default. Tenant is not entitled to any interest on any cash Security Deposit. It is expressly agreed that the Security Deposit is not an advance rental deposit or a measure of Landlord’s damages in the case of Tenant’s default. Upon application of all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retainedDeposit, Tenant will within ten (10) days after written must upon demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8original amount. Tenant’s failure to replenish Any application of the Security Deposit by Landlord shall constitute not be deemed to have cured Tenant’s default. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, and all other provisions of Law, now or hereinafter in force, which restricts the amount or types of claim that a failure landlord may make upon a security deposit or imposes upon a landlord (or its successors) any obligation with respect to pay Additional Rent and the handling or return of security deposits. The Security Deposit will be released to Tenant shall have ten within forty-five (1045) days from of the date surrender of notice the Premises to cure such defaultLandlord subject to any deductions made by Landlord pursuant to the terms of this Lease.

Security Deposit. Upon Within two (2) business days after Subtenant's receipt of Landlord's consent to this Sublease or ten (10) days after the execution of this LeaseSublease, Tenant whichever is later, Subtenant shall deposit with Landlord deliver to Sublandlord an irrevocable standby letter of credit (the "Letter of Credit") in the amount of $342,982.50 (the "Security Deposit") as security for the punctual performance of each and every obligation of Subtenant under this Sublease. Failure to deliver the Letter of Credit as described in the preceding sentence shall be deemed an automatic Event of Default without any requirement of notice or cure. The Letter of Credit shall be (i) in form and substance satisfactory to Sublandlord in its reasonable discretion; (ii) at all times in the amount of the Security Deposit specified on [Page One]Deposit, and shall permit multiple draws; (iii) issued by a commercial bank reasonably acceptable to Sublandlord from time to time; (iv) made payable to, and expressly transferable and assignable at no charge to Sublandlord by, the holder of Sublandlord's interest under this Sublease from time to time (which transfer/assignment shall be conditioned only upon the execution by such holder of a written document in connection with such transfer/assignment); (v) payable at sight upon presentment to a branch of the issuer of a simple sight draft signed by Sublandlord accompanied by a certificate stating that Sublandlord is entitled to draw upon such Letter of Credit under the express terms of this Lease. The Security Deposit will be returned Sublease, and setting forth the amount that Sublandlord is entitled to Tenant without interest upon draw; (vi) for a term of not less than one (1) years; and (vii) at least thirty (30) days prior to the then-current expiration date of such Letter of Credit, renewed (or automatically and unconditionally extended) from time to time through the sixtieth (60th) day after expiration of the Term Sublease Term. Sublandlord hereby approves the form of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease Letter of Credit by Silicon Valley Bank attached hereto as EXHIBIT C. If Subtenant defaults (and has otherwise performed all obligations hereunder. In the event that Tenant defaults under such default continues beyond any provision applicable notice and cure periods) with respect to any covenant or condition of this LeaseSublease, then Sublandlord may (without any waiver of Subtenant's default being deemed to have occurred) draw upon the Letter of Credit and after the expiration of any applicable cure period, Landlord may apply all, all or any part of the Security Deposit proceeds thereof to amounts owed the payment of any sum in default, or to satisfy in part or in whole any damages suffered by TenantSublandlord as a result of Subtenant's default. In the event Landlord elects to apply the Security Deposit as provided for aboveof such application, Tenant Subtenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds deposit with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit Sublandlord in the form of an unconditional, clean, irrevocable standby additional letter of creditcredit the amount necessary to restore the Security Deposit to the full amount set forth above. Notwithstanding anything in this Sublease to the contrary, in a form acceptable if Subtenant fails to Landlordcomply with the requirements of subsection (vii), and issued by a bank reasonably acceptable above, Sublandlord shall have the immediate right to Landlord (draw upon the “Letter of Credit”) Credit in full and hold the proceeds thereof as security, provided a cash security deposit hereunder. Any failure or refusal of the issuer to honor the Letter of Credit shall be delivered at Subtenant's sole risk. Notwithstanding the foregoing to Landlord with executed copies the contrary, Sublandlord shall be entitled to draw upon the Letter of this Lease. The Credit prior to the expiration of any applicable notice and grace periods afforded to Subtenant hereunder if the Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original expire prior to the issuer expiration of any such applicable notice and grace periods. The parties expressly acknowledge and agree that the Security Deposit is not an advance payment of Rent, nor a measure of Sublandlord's damages in person or the event of any default by courierSubtenant. If Subtenant shall fully and faithfully comply with all the terms, in partial or full drawsprovisions, covenants, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date conditions of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunderthis Sublease, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid returned to Subtenant for cancellation within thirty (30) days after all of the following have taken place: (a) expiration of the Sublease Term or earlier termination of the Sublease; (b) removal of Subtenant's property from the Sublet Premises; and (c) the surrender of the Sublet Premises and vacation thereof by ▇▇▇▇▇▇Subtenant to Sublandlord in accordance with this Sublease. The irrevocable stand-by Sublandlord shall transfer the Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision transferee of its interest under this Lease beyond applicable notice Sublease, and cure periodsthereafter such transferee shall be liable for the return of the Letter of Credit, including but not limited to and Sublandlord shall be released from all liability for the provisions relating to return thereof. Subtenant shall be solely responsible for the payment of Rentall costs associated with obtaining, Landlord may draw upon all or any part of Tenant’s replacing (as necessary), transferring, extending and maintaining the Letter of Credit. If any portion Credit in accordance with the terms of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultSection.

Security Deposit. Upon (a) Tenant, concurrently with its execution of this Lease, shall deliver to Landlord a letter of credit meeting the requirements of Exhibit “L” of this Lease as a Security Deposit the sum of $456,410.49, which sum shall be retained by Landlord as security for the payment by Tenant of the rent herein agreed to be paid and for the faithful performance of the covenants contained in this Lease. If at any time Tenant shall deposit with Landlord the amount be in uncured default following applicable notice and cure periods under any of the Security Deposit specified on [Page One], provisions of this Lease, Landlord shall be entitled, at its sole discretion to apply such Security Deposit: (i) to payment of: (A) any rent for the payment of which Tenant shall be in default as aforesaid; (B) any expense incurred by Landlord in curing any such default, and/or; (C) any other sums due to Landlord in connection with such default or the curing thereof, including, without limitation, any damages incurred by Landlord by reason of such default; or (ii) to retain the same in liquidation of all or part of the damages suffered by Landlord by reason of such uncured default following applicable notice and cure periods. The Security Deposit will Any portion of such deposit which shall not be utilized for any such purpose shall be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereundersurrender of the entire Premises to Landlord. In the event that Landlord shall apply some or all of the security deposit toward one or more of the items referred to in this Article 34 Tenant defaults under shall pay to Landlord an amount equal to the sum so applied in replenishment of the security deposit. Such payment shall be made by Tenant within five (5) days after Landlord’s request therefor. (b) Provided that if at any provision time after the third anniversary of the execution date of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall : (i) be unconditionalLandlord has not given Tenant notice of a default under this Lease more than two (2) times in the 24-month period preceding, irrevocable, transferable, payable that there then exists no uncured default after notice and opportunity to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, cure under this Lease; and (ii) contain an “evergreen” provision which provides that it Tenant is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part then profitable per Regulation G of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand▇▇-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods▇▇▇▇▇ Act, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of then the Security Deposit is so usedshall be reduced to $152,136.83, applied, or retained, Tenant will within after not less than ten (10) business days after written demand notice from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory Tenant to Landlord, issued accompanied by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and certification from Tenant shall chief financial officer that such requirements have ten (10) days from the date of notice to cure such defaultbeen satisfied.

Security Deposit. Upon execution of this Lease, A. Tenant shall deposit with Landlord security for the performance of all of its obligation in the amount of set forth initially in the Security Deposit specified on [Page One], of this LeaseSchedule and in the form set forth below. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that If Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or use any part of the Security Deposit to amounts owed by Tenantmake any defaulted payment, to pay for Landlord's cure of any defaulted obligation, or to compensate Landlord for any loss or damage resulting from any default. In To the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon extent any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount portion of the Security Deposit remainingis used, Tenant shall within five (5) days after demand from Landlord either (i) reinstate the Letter of Credit (defined below) to a successor/ownerits full amount, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver or (ii) restore the Security Deposit to its full amount, as the case may be. If Tenant shall perform all of its obligations under this Lease and return the Premises to Landlord at the end of the Term, Landlord shall return either all of the remaining Security Deposit or the Letter of Credit to Tenant. The Security Deposit shall not serve as an advance payment of Rent or a measure of Landlord's damages for any default under this Lease. (1) The Security Deposit shall be initially in the form of an unconditional, clean, unconditional and irrevocable standby letter of creditcredit (the "Letter of Credit"), which Letter of Credit shall (a) initially be in a the amount as described in the Schedule above, (b) be in substantially the form acceptable attached hereto as Appendix F, (c) name Landlord as its beneficiary, (d) expressly allow Landlord to draw upon it at any time or from time to time by delivering to the issuer written notice that Landlord has the right to draw thereunder, (e) be drawn on an FDIC-insured financial institution satisfactory to Landlord, and issued by (f) be redeemable in the State of New York. If Landlord is not provided with a bank reasonably acceptable to Landlord (the “substitute Letter of Credit”Credit complying with all of the requirements hereof at least ten (10) days before the stated expiration date hereof, then Landlord shall have the right to draw under such Letter of Credit then held by Landlord and hold such funds as security, provided a Security Deposit in accordance with the terms of this Section 20. The Letter of Credit shall be delivered by Tenant to Landlord with executed copies on or prior to the date of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable delivered by Tenant to Tenant upon presentment of original Landlord on or prior to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth belowthis Lease. (2) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through in full force and effect until January 31, 2000, at which time (a) if Tenant has a net worth (as calculated according to "GAAP") of more than $100,000,000.00, no further Security Deposit shall be required and Landlord shall return the date that is sixty Letter of Credit to Tenant; and (60b) days following if Tenant has a net worth (as calculated according to "GAAP") of less than $100,000,000.00, Tenant shall depositing with Landlord a cash Security Deposit equal to two (2) months of the expiration date then current Base Rent, Operating Cost Share Rent and Tax Share Rent and Landlord shall then return the Letter of Credit to Tenant. C. If Landlord transfers its interest in the Project or this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all transfer the Security Deposit, if held as cash, or any part Tenant will cause the issuance of Tenant’s a new Letter of Credit for the benefit of the transferee. Upon such transfer or return of the old Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from no further obligation to return the date Letter of notice Credit to cure Tenant, and Tenant's right to the return of such defaultLetter of Credit shall apply solely against Landlord's transferee.