Common use of Form of Letter of Credit Clause in Contracts

Form of Letter of Credit. The Letter of Credit shall: (i) be issued by (and at all times be drawable upon) a federally insured national bank approved by Landlord in writing in its reasonable discretion (and Landlord hereby approves of Xxxxx Fargo); (ii) be an irrevocable and unconditional standby Letter of Credit issued in the full amount of the required LOC Amount; (iii) be issued in the name of Landlord as beneficiary; (iv) have an initial term commencing on the date of issuance and ending no earlier than September 30, 2012; (v) state on its face that, notwithstanding the stated expiration date, the term of the Letter of Credit shall be automatically renewed for successive, additional one (1) year periods unless, at least sixty (60) days prior to any such date of expiration, the issuing bank shall have given written notice to Landlord, by certified mail, return receipt requested that the Letter of Credit will not be renewed; (vi) have a final expiration date of not less than sixty (60) days after the Expiration Date (as such may be adjusted for renewals and extensions); (vii) expressly provide that Landlord (and/or its successors and assigns) is entitled to make one or more draws under the Letter of Credit upon delivery to issuer of a sight draft (a “Draft”) in a banking office of issuer in Palo Alto, California (or such other location as is approved by Landlord in writing) and signed by a purported officer or authorized agent or representative of Landlord and certifying to the issuer that a Draw Event (hereinafter defined) has occurred and that Landlord is entitled to draw upon the Letter of Credit in the amount of the draft submitted therewith; (viii) allow partial draws by Landlord at its discretion from time to time subject to the other provisions of this Section 2; (ix) provide that the Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy of the Draft or the authority of any person or party executing same and regardless of whether Tenant disputes the content of the Draft or the authority of any person or party executing same; (x) specifically provide that it may be transferred by Landlord, without cost to Landlord, to a subsequent owner of the Project (including a foreclosing mortgage lender) by written notice by the transferring Landlord/beneficiary to the issuer, at which time the issuer of the Letter of Credit must be obligated to issue a new Letter of Credit on the identical terms to the transferee (naming the transferee as beneficiary) upon written request by such transferee and surrender of the previously issued Letter of Credit; (xi) remain in effect notwithstanding any assignment of this Lease or subletting by Tenant; (xii) be subject to the International Standby Practices 1998 (or such other recognized standards as Landlord may elect), and (xiii) otherwise be in a form satisfactory to Landlord in its sole and absolute discretion.

Form of Letter of Credit. The [ISSUING BANK] [Date] [Landlord’s Address] Re: Irrevocable Letter of Credit shallNo. Applicant: (i) be issued by (and at all times be drawable upon) a federally insured national bank approved by Landlord [Tenant] Beneficiary: [Landlord] Gentlemen: By order of our client, [Tenant], [address of Tenant], we hereby open in writing in its reasonable discretion (and Landlord hereby approves of Xxxxx Fargo); (ii) be an your favor our clean irrevocable and unconditional standby Letter of Credit issued in No. for the full amount aggregate sum of the required LOC Amount; (iii) be issued in the name effective immediately and expiring at our [address of Landlord as beneficiary; (iv) have an initial term commencing Bank] New York Office on the date of issuance and ending no earlier than September 30, 2012; (v) state on its face that, notwithstanding the stated expiration or any automatically extended date, the term of the . Funds under this Letter of Credit are available to you against presentation of your sight draft(s) drawn on us marked “drawn under Irrevocable Letter of Credit No. date [date of Letter of Credit]”. It is a condition of this Letter of Credit that it shall be deemed automatically renewed extended without amendment for successiveone year from the present or any future expiration date hereof, additional one unless ninety (1) year periods unless, at least sixty (6090) days prior to any such date of expiration, the issuing bank we shall have given written notice notify you by registered mail that we elect not to Landlord, by certified mail, return receipt requested that the consider this Letter of Credit will not be renewed; (vi) have a final expiration date renewed for any such additional period. Upon receipt by you of not less than sixty (60) days after such notice, you may draw hereunder by means of your draft on us at sight, accompanied by the Expiration Date (as such may be adjusted for renewals and extensions); (vii) expressly provide that Landlord (and/or its successors and assigns) is entitled to make one or more draws under the original Letter of Credit upon delivery to issuer of a sight draft (a “Draft”) in a banking office of issuer in Palo AltoCredit. We shall, California (or such other location as is approved by Landlord in writing) and signed by a purported officer or authorized agent or representative of Landlord and certifying to the issuer that a Draw Event (hereinafter defined) has occurred and that Landlord is entitled to draw upon the Letter of Credit in the amount of the draft submitted therewith; (viii) allow partial draws by Landlord at its discretion from time to time subject to the other provisions of this Section 2; (ix) provide that the Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy of the Draft or the authority of any person or party executing same and regardless of whether Tenant disputes the content of the Draft or the authority of any person or party executing same; (x) specifically provide that it may be transferred by Landlord, without cost to Landlord, to a subsequent owner of the Project (including a foreclosing mortgage lender) by written notice by the transferring Landlord/beneficiary to the issuer, at which time the issuer immediately after each presentation of the Letter of Credit must be obligated to issue for a new partial drawing, return this Letter of Credit on to you, marking this Letter of Credit to show the identical terms amount paid by us and the date of such payment. This Letter of Credit is transferable and may be transferred one or more times without cost to you upon presentation to us of a duly completed transfer instruction in the transferee (naming form annexed to this Letter of Credit and the transferee as beneficiary) upon written request by such transferee and surrender of the previously issued original Letter of Credit; (xi) remain . We shall look solely to applicant for payment of the transfer fee. We shall, upon receipt of your request, amend this Letter of Credit to change your address. Such amendment shall not require applicant’s consent. We shall look solely to applicant for payment of any fee in effect notwithstanding any assignment connection with such amendment. If we receive your sight draft as mentioned above, in accordance with the terms and conditions of this Lease or subletting by Tenant; (xii) be credit, here at our [address], New York Office we will promptly honor the same. This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (2007 Revision) International Standby Practices 1998 (or such other recognized standards as Landlord may elect)Chamber of Commerce Brochure No. 600, shall be deemed to be a contract made under, and (xiii) otherwise as to matters not governed by the UCP, shall be governed by and construed in a form satisfactory to Landlord in its sole accordance with the laws of the State of New York and absolute discretion.applicable U.S. Federal Law. [Name of Bank] By: Authorized Signature Title: [ANNEX A TO BE ADDED BY ISSUING BANK, IF REQUIRED]

Form of Letter of Credit. Concurrent with the execution of this Lease, ------------------------ Tenant shall deliver to Landlord an irrevocable, unconditional standby letter of credit in the original face amount of One Million Eight Hundred Seventy-Five Thousand Dollars ($1,875,000) in the form attached hereto as Exhibit C (the --------- "Letter of Credit") to secure the full and faithful performance of each and every term and provision of this Lease to be performed by Tenant as set forth in Section 4.1 above. The Letter of Credit shall: (i) shall be issued by a bank or financial institution ("Issuing Bank") which is acceptable to Landlord and at all times be drawable upon) which accepts deposits, maintains accounts, is FDIC insured and has a federally insured national bank approved by Landlord in writing in its reasonable discretion (and Landlord hereby approves local Mountain View or San Francisco office which will negotiate the Letter of Xxxxx Fargo); (ii) be an irrevocable and unconditional standby Credit. The Letter of Credit issued shall permit full or partial draws by Landlord or Landlord's assignee. Tenant shall pay all expenses, points or fees incurred by Tenant in obtaining, maintaining and renewing the Letter of Credit. As provided in Section 4.1 above, Tenant shall cause the Letter of Credit to remain in full force and effect during the entire term of this Lease and for a period of sixty (60) days following the expiration or earlier termination of this Lease (except in the case of termination of this Lease solely by reason of Landlord's material default hereunder). Provided this Lease has not expired or terminated, Tenant shall replace or renew the Letter of Credit from time to time at least thirty (30) days before its stated expiration date. Failure to so replace or renew the Letter of Credit shall constitute a default hereunder and Landlord shall thereafter be entitled to draw the full amount of the required LOC Amount; (iii) be issued in the name Letter of Landlord Credit and hold it as beneficiary; (iv) have an initial term commencing on the date of issuance and ending no earlier than September 30, 2012; (v) state on its face that, notwithstanding the stated expiration date, the term a cash security deposit. The terms of the Letter of Credit shall be automatically renewed for successive, additional one (1) year periods unless, at least sixty (60) days prior to any such date of expiration, the issuing bank shall have given written notice to Landlord, by certified mail, return receipt requested that the Letter of Credit will not be renewed; (vi) have a final expiration date of not less than sixty (60) days after the Expiration Date (as such may be adjusted for renewals and extensions); (vii) expressly provide that Landlord (and/or its successors and assigns) is entitled to make one or more draws under the Letter of Credit upon delivery to issuer of a sight draft (a “Draft”) in a banking office of issuer in Palo Alto, California (or such other location as is approved by Landlord in writing) and signed by a purported officer or authorized agent or representative of Landlord and certifying to the issuer that a Draw Event (hereinafter defined) has occurred and that Landlord is entitled to draw upon the Letter of Credit in the amount of the draft submitted therewith; (viii) allow partial draws by Landlord at its discretion from time to time subject to the other provisions of this Section 2; (ix) provide that the Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy of the Draft or the authority of any person or party executing same and regardless of whether Tenant disputes the content of the Draft or the authority of any person or party executing same; (x) specifically provide that it may be transferred is assignable by Landlord, without cost to Landlordas beneficiary thereunder, to a subsequent owner any transferee or assignee of Landlord's interest in the Project (including a foreclosing mortgage lender) by written notice by the transferring Premises who expressly assumes in writing Landlord/beneficiary to the issuer, at which time the issuer of the Letter of Credit must be obligated to issue a new Letter of Credit on the identical terms to the transferee (naming the transferee as beneficiary) upon written request by such transferee and surrender of the previously issued Letter of Credit; (xi) remain in effect notwithstanding any assignment of 's obligations under this Lease or subletting by Tenant; (xii) be subject to the International Standby Practices 1998 (or such other recognized standards as Landlord may elect), and (xiii) otherwise be in a form satisfactory to Landlord in its sole and absolute discretionLease.

Form of Letter of Credit. Upon execution of this Sublease, and as a condition precedent to the effectiveness of this Sublease, Sublessee shall deliver to Sublessor an irrevocable stand-by letter of credit in the amount of Six Hundred Sixty Three Thousand and 00/100 Dollars ($663,000.00) (the "Letter of Credit") as credit enhancement for Sublessee's faithful performance of all terms, covenants and conditions of this Sublease and not as a security deposit, as more particularly described in this Section 6. The Letter of Credit shall be in form and substance and issued by a bank that is reasonably satisfactory to Sublessor. Sublessor hereby confirms that Silicon Valley Bank is acceptable as the initial issuer of the Letter of Credit. The Letter of Credit shall: (i) be issued by (and at all times be drawable upon) a federally insured national bank approved by Landlord in writing in its reasonable discretion (and Landlord hereby approves of Xxxxx Fargo); name Sublessor as beneficiary, (ii) be an irrevocable and unconditional standby Letter of Credit issued in effective upon the full amount commencement date of the required LOC Amount; Early Access Period, (iii) be issued in allow Sublessor to make partial and multiple draws thereunder up to the name of Landlord as beneficiary; face amount for the purposes permitted under this Section 6, (iv) have an initial term commencing on require the date issuing bank to pay to Sublessor the amount of issuance a draw upon receipt by such bank of a sight draft signed by Sublessor and ending no earlier than September 30presented to the issuing bank, 2012; accompanied by Sublessor's statement that said draw is being made in accordance with the terms of this Section 6, and (v) state on its face that, notwithstanding the stated expiration date, the term of the Letter of Credit shall be automatically renewed for successive, additional one (1) year periods unless, at least sixty (60) days prior to any such date of expiration, the issuing bank shall have given written notice to Landlord, by certified mail, return receipt requested that the Letter of Credit will not be renewed; (vi) have a final expiration date of not less than sixty (60) days after the Expiration Date (as such may be adjusted for renewals and extensions); (vii) expressly provide that Landlord (and/or its successors and assigns) is entitled to make one or more draws under Sublessor can freely transfer the Letter of Credit upon delivery to issuer an assignment or other transfer of a sight draft (a “Draft”) its interest in a banking office of issuer in Palo Alto, California (or such other location as is approved by Landlord in writing) and signed by a purported officer or authorized agent or representative of Landlord and certifying this Sublease to the issuer that a Draw Event (hereinafter defined) has occurred and that Landlord is assignee or transferee without having to obtain the consent of Sublessee or the issuing bank. Sublessee shall be responsible for all fees associated with issuance of the Letter of Credit. Sublessor shall be entitled to draw upon the Letter of Credit in the amount of the draft submitted therewith; accordance with this Section 6, or at any time within thirty (viii30) allow partial draws by Landlord at its discretion from time to time subject days prior to the other provisions of this Section 2; (ix) provide that the Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy of the Draft or the authority of any person or party executing same and regardless of whether Tenant disputes the content of the Draft or the authority of any person or party executing same; (x) specifically provide that it may be transferred by Landlord, without cost to Landlord, to a subsequent owner of the Project (including a foreclosing mortgage lender) by written notice by the transferring Landlord/beneficiary to the issuer, at which time the issuer expiration date of the Letter of Credit must be obligated unless Sublessee shall have delivered to issue Sublessor a new replacement Letter of Credit on meeting the identical terms to requirements of this Section 6 and with an expiration date not less than twelve (12) months after the transferee (naming the transferee as beneficiary) upon written request by such transferee and surrender date of the previously issued delivery. The Letter of Credit; Credit (xior a replacement thereof satisfactory to Sublessor) shall remain in effect notwithstanding any assignment until the earlier of this Lease or subletting by Tenant; (xiii) be subject to the International Standby Practices 1998 Expiration Date (or such other recognized standards as Landlord may electi.e., March 31, 2011), or (ii) the date this Sublease becomes effective as a direct lease between Landlord and (xiii) otherwise be in a form satisfactory to Landlord in its sole and absolute discretionSublessee.

Form of Letter of Credit. The Letter (On Letterhead of Issuing Bank) Date Credit shallNumber: (iInsert Number) be issued by Expiration Date: (and at all times be drawable uponInsert Date) Beneficiary: Applicant: United Artists Theatre Circuit, Inc. Gentlemen: We hereby establish our irrevocable letter of credit (the "Credit") in favor of United Artists Theatre Circuit, Inc., a federally insured national bank approved by Landlord in writing in its reasonable discretion Maryland corporation (and Landlord hereby approves of Xxxxx Fargo"UATC"); (ii) be an irrevocable and unconditional standby Letter of Credit issued , in the full aggregate amount of the required LOC Amount; (iii) be issued in the name of Landlord as beneficiary; (iv) have an initial term commencing on the date of issuance and ending no earlier than September 30, 2012; (v) state on its face that, notwithstanding the stated expiration date, the term $ U.S. Currency ( Dollars). All or any part of the Letter Credit is available by sight draft or drafts drawn on us by you. Such draft or drafts must be accompanied by a statement, signed by an officer or agent of Credit shall be automatically renewed for successiveUATC, additional one (1) year periods unless, at least sixty (60) days prior to any such date of expiration, the issuing bank shall have given written notice to Landlord, by certified mail, return receipt requested effect that the Letter of Credit will not be renewed; (vi) have a final expiration date of not less than sixty (60) days after the Expiration Date (as such may be adjusted for renewals and extensions); (vii) expressly provide that Landlord (and/or its successors and assigns) is entitled to make one or more draws under the Letter of Credit upon delivery to issuer of a sight draft (a “Draft”) in a banking office of issuer in Palo Alto, California (or such other location as is approved by Landlord in writing) and signed by a purported officer or authorized agent or representative of Landlord and certifying to the issuer that a Draw Event (hereinafter defined) has occurred and that Landlord amount drawn herewith represents funds which UATC is entitled to draw from this Credit pursuant to Section 2.6 of that certain Purchase Agreement dated October , 2005, by and between UATC and Boardwalk Ventures, LLC, a Louisiana limited liability company. All documents presented to us in connection with any demand for payment hereunder, as well as all notices and other communications to us in respect of this Credit, shall be in writing and shall make specific reference to this Credit by number. All drafts must be marked "Drawn under (Insert Name of Issuing Bank) Credit No. (Insert Number)." We hereby agree that drafts drawn under and in compliance with the terms of this Credit will be honored upon presentation and delivery of drafts as specified, without inquiry by us into the Letter accuracy of Credit in the amount any of the draft submitted therewith; statements contained in any of such drafts, if presented at this office, (viii) allow partial draws by Landlord at its discretion from time to time subject to the other provisions Insert Address of this Section 2; (ix) provide that the Issuing Bank as Shown on Letterhead). This Letter of Credit will be honored automatically renewed for a one year period upon the expiration date set forth above and upon each anniversary of such date, unless we notify you in writing by the issuing bank without inquiry as registered mail, at least thirty (30) days prior to such expiration date or at least thirty (30) days prior to the accuracy expiration of the Draft or the authority of any person or party executing same and regardless of whether Tenant disputes the content of the Draft or the authority of any person or party executing same; (x) specifically provide that it may be transferred by Landlord, without cost to Landlord, to a subsequent owner of the Project (including a foreclosing mortgage lender) by written notice by the transferring Landlord/beneficiary to the issuer, at period for which time the issuer of the this Letter of Credit must be obligated is renewed, that we elect not to issue a new so renew this Letter of Credit. Upon renewal, we will notify you in writing that this Letter of Credit on has been automatically renewed. UATC shall have the identical terms right to assign this Credit by providing written notice thereof to us to the transferee (naming the transferee as beneficiary) upon written request by such transferee and surrender of the previously issued Letter of Credit; (xi) remain in effect notwithstanding any assignment of this Lease or subletting by Tenant; (xii) be following address: This Credit is subject to the Uniform Customs and Practice for documentary Credits (1983 Revision), International Standby Practices 1998 Chamber of Commerce Publication No. 400 (or the "Uniform Customs"). This Credit shall be deemed to be a contract made under the laws of the State of (Insert State in Which Issuing Bank's Principal Place of Business is Located) and shall, as to matters not governed by the Uniform Customs, be governed by and construed in accordance with the laws of such other recognized standards State. (INSERT IDENTIFICATION OF AND EXECUTION BY ISSUING BANK) Exhibit "F" Form of Guaranty [To be attached] Exhibit "G" Form of Owned Theater Deed [To be attached] Exhibit "H" Form of Assignment and Assumption Agreement and Form of Hattiesburg Assignment and Assumption Agreement ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Agreement") is made as Landlord may electof this day of , 2005 (the "Effective Date"), by and between , a corporation ("Assignor"), and , a corporation (xiii) otherwise be in a form satisfactory to Landlord in its sole and absolute discretion"Assignee").

Form of Letter of Credit. The Letter of Credit shall: (i) shall be issued by (and at all times be drawable upon) a federally insured national bank approved by acceptable to Landlord in writing in its reasonable discretion (with offices in the Denver Metropolitan Area that will accept and Landlord hereby approves pay on any draw on the Letter of Xxxxx Fargo); (ii) be an irrevocable and unconditional standby Credit. Tenant shall maintain the Letter of Credit issued for the entire Term, provided that Tenant may at any time substitute a cash Security Deposit for the Letter of Credit, and upon such substitution, Landlord shall return the Letter of Credit to Tenant. The Letter of Credit shall provide that it will be automatically renewed until 30 days after the Expiration Date unless the issuer provides Landlord with written notice of non-renewal at the notice address in the Lease at least 60 days prior to the expiration thereof. If, not later than 30 days prior to the expiration of the Letter of Credit, Tenant fails to furnish Landlord with a replacement Letter of Credit pursuant to this Section, Landlord shall have the right to draw the full amount of the required LOC Amount; (iii) be issued in Letter of Credit, and shall hold the name of Landlord as beneficiary; (iv) have an initial term commencing on the date of issuance and ending no earlier than September 30, 2012; (v) state on its face that, notwithstanding the stated expiration date, the term proceeds of the Letter of Credit shall be automatically renewed for successive, additional one (1) year periods unless, at least sixty (60) days prior as a cash Security Deposit pursuant to any such date Article 6 of expiration, the issuing bank shall have given written notice to Landlord, by certified mail, return receipt requested that the Existing Lease. The Letter of Credit will not be renewed; (vi) have a final expiration date of not less than sixty (60) days after the Expiration Date (as such may be adjusted for renewals shall expressly permit full and extensions); (vii) expressly provide that Landlord (and/or its successors and assigns) is entitled to make one or more draws under the partial draws. The Letter of Credit upon delivery shall designate Landlord as beneficiary and shall be transferable by beneficiary to issuer any transferee, successor and assign (including any lender of a sight draft (a “Draft”Landlord) in a banking office of issuer in Palo Alto, California (at no cost or such other location as is approved by Landlord in writing) and signed by a purported officer or authorized agent or representative of Landlord and certifying expense to the issuer that a Draw Event (hereinafter defined) has occurred and that Landlord is entitled to draw upon the beneficiary. The Letter of Credit in the amount of the draft submitted therewith; (viii) allow partial draws by Landlord at its discretion from time to time subject to the other provisions of this Section 2; (ix) provide that the Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy of the Draft or the authority of any person or party executing same and regardless of whether Tenant disputes the content of the Draft or the authority of any person or party executing same; (x) specifically shall provide that it may be transferred drawn by LandlordLandlord (or its assignee) upon presentation by Landlord to the issuing bank (at its offices in the Denver Metropolitan Area) of a sight draft(s), without cost to Landlord, to together with a subsequent owner written statement executed by Landlord stating that the amount requested is due Landlord under the Lease. The amount of the Project (including a foreclosing mortgage lender) draw requested by written notice Landlord shall be payable by the transferring Landlord/beneficiary bank without further inquiry or any other documentation or further action required of the bank, Landlord or Tenant. All costs and expenses to the issuer, at which time the issuer of obtain the Letter of Credit must and all renewals shall be obligated to issue a new Letter of Credit on the identical terms to the transferee (naming the transferee as beneficiary) upon written request by such transferee and surrender of the previously issued Letter of Credit; (xi) remain in effect notwithstanding any assignment of this Lease or subletting borne by Tenant; (xii) be subject to the International Standby Practices 1998 (or such other recognized standards as Landlord may elect), and (xiii) otherwise be in a form satisfactory to Landlord in its sole and absolute discretion.

Form of Letter of Credit. (a) The Letter of Credit shall: (i) shall be issued by (a clean, irrevocable, sight draft letter of credit in form and at all times be drawable upon) a federally insured national bank approved by Landlord in writing substance satisfactory to Lender in its reasonable sole and absolute discretion, issued to Lender by a bank or another institution acceptable to Lender in its sole and absolute discretion (having a San Francisco, California branch office or a Los Angeles County, California branch office which will honor and Landlord hereby approves of Xxxxx Fargo); (ii) be an irrevocable and unconditional standby permit one or more draws upon the Letter of Credit issued in (the full amount "Issuing Bank"). The Letter of the required LOC Amount; (iii) be issued in the name of Landlord as beneficiary; (iv) Credit shall have an initial term commencing on the expiration date of issuance and ending no earlier than September 30, 2012; twelve (v12) state months after the issuance thereof and shall provide that it shall be automatically and continually renewed on its face that, notwithstanding the stated expiration date, the term of an “evergreen” basis subject to customary “evergreen” terms and conditions which are satisfactory to Lender. Drawings under the Letter of Credit shall be by clean sight draft, without documents. The Letter of Credit shall be unconditional, irrevocable, and transferable, shall permit partial drawings, shall be governed by New York law, and the issuer, terms and other features shall be subject to the approval of Lender in its sole and absolute discretion. Unless the Letter of Credit has automatically renewed for successive, additional one (1) year periods unless, at least sixty (60) days prior to any such date of expiration, or extended and Lender has not received notice from the issuing bank shall have given written notice to Landlord, by certified mail, return receipt requested Issuing Bank that the Letter of Credit will not be renewed; automatically renewed or extended, at least thirty (vi) have a final expiration date of not less than sixty (6030) days after the Expiration Date (as such may be adjusted for renewals and extensions); (vii) expressly provide that Landlord (and/or its successors and assigns) is entitled prior to make one or more draws under any expiration of the Letter of Credit upon delivery to issuer of a sight draft (a “Draft”) in a banking office of issuer in Palo AltoCredit, California (or such other location as is approved by Landlord in writing) and signed by a purported officer or authorized agent or representative of Landlord and certifying to the issuer that a Draw Event (hereinafter defined) has occurred and that Landlord is entitled to draw upon the any subsequent Letter of Credit in the amount of the draft submitted therewith; (viii) allow partial draws by Landlord at its discretion from time Credit, Borrower shall deliver to time subject to the other provisions of this Section 2; (ix) provide that the Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy of the Draft Lender a renewal or the authority of any person or party executing same and regardless of whether Tenant disputes the content of the Draft or the authority of any person or party executing same; (x) specifically provide that it may be transferred by Landlord, without cost to Landlord, to a subsequent owner of the Project (including a foreclosing mortgage lender) by written notice by the transferring Landlord/beneficiary to the issuer, at which time the issuer replacement of the Letter of Credit must which shall be obligated identical to issue a new the original Letter of Credit on in all respects except (i) the identical terms expiration date and (ii) the LC Amount if the LC Amount is otherwise permitted to the transferee (naming the transferee as beneficiary) upon written request by have been reduced in accordance with this Agreement. Borrower's failure to deliver such transferee and surrender renewal or replacement of the previously issued Letter of Credit; , or any subsequent Letter of Credit, within the time period and in the manner specified in the immediately preceding sentence shall constitute an LOC Event of Default (xi) remain in effect notwithstanding any assignment as hereinafter defined), and Lender may at its option and without giving notice to Borrower immediately draw upon such Letter of this Lease or subletting by Tenant; (xii) be subject to Credit the International Standby Practices 1998 full amount of such Letter of Credit (or such other recognized standards lesser amount as Landlord may elect), and (xiii) otherwise be in a form satisfactory to Landlord Lender shall determine in its sole and absolute discretion, which shall not be deemed a waiver of Xxxxxx's right to make future draws), and hold and apply the proceeds as provided in Section 6(b). Any renewal or replacement of the Letter of Credit which is issued on or after the date which is nine (9) months prior to the Maturity Date shall have an expiration date not earlier than three (3) months after such Maturity Date. Lender acknowledges that the form and substance, and issuer, of the letter of credit a copy of which is attached hereto as Exhibit A complies with the requirements for the initial Letter of Credit required by this Agreement.

Form of Letter of Credit. The [Letterhead of a money center bank acceptable to the Landlord] [Please note the tenant on this Letter of Credit shallmust match the exact tenant entity in the Lease] [date] Cimpress USA Incorporated 000 Xxxxx Xxx Xxxxxxxxx, XX 00000 Attn: (i) be issued by (Ladies and at all times be drawable upon) a federally insured national bank approved by Landlord in writing in its reasonable discretion (and Landlord Gentlemen: We hereby approves of Xxxxx Fargo); (ii) be an irrevocable and unconditional standby establish our Irrevocable Letter of Credit issued in and authorize you to draw on us at sight for the full account of Chiasma, Inc., a Delaware corporation (“Applicant”), the aggregate amount of Four Hundred Fifty Thousand and 00/100 Dollars (S450,OGO.QO). You shall have the required LOC Amount; right to make partial draws against this Letter of Credit from time to time. Funds under this Letter of Credit are available to the beneficiary hereof as follows: Any or all of the sums hereunder may be drawn down at any time and from time Jo time from and after the date hereof by Cimpress USA Incorporated, a Delaware corporation (iii“Beneficiary”) when accompanied by this Letter of Credit and a written statement signed by an individual purporting to be issued an authorized agent of Beneficiary, certifying that such moneys are due and owing to Beneficiary, and a sight draft executed and endorsed by such individual. This Letter of Credit is transferable in its entirety to any successor in interest to Beneficiary as lessee of 000 Xxxxx Xxxxxx, Waltham, Massachusetts. Should a transfer be desired, such transfer will be subject to the name return to us of Landlord as beneficiary; (iv) have an initial term commencing this advice, together with written instructions. Any fees related to such transfer shall be for the account of the Applicant. The amount of each draft must be endorsed on the reverse hereof by the negotiating bank. We hereby agree that this Letter of Credit shall be duly honored upon presentation and delivery of the certification specified above. This Letter of Credit shall expire [ ] [sixty (60) days following the expiration of the Sublease Term]. Notwithstanding the above expiration date of issuance and ending no earlier than September 30, 2012; (v) state on its face that, notwithstanding the stated expiration datethis Letter of Credit, the term of the this Letter of Credit shall be automatically renewed for successive, additional one (1) year periods unless, at least sixty (60) days prior to any such date of expiration, the issuing bank undersigned shall have given give written notice to LandlordBeneficiary, by certified mail, return receipt requested and at the address set forth above or at such other address as may be given to the undersigned by Beneficiary, that the this Letter of Credit will not be renewed; . If any instructions accompanying a drawing under this Letter of Credit request that payment is to be made by transfer to your account with another bank, we will only effect such payment by fed wire to a U.S. regulated bank, and we and/or such other bank may rely on an account number specified in such instructions even if the number identifies a person or entity different from the intended payee. This Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (vi1993 Revision), International Chamber of Commerce Publication 500. Very truly yours, [NAME OF ISSUING BANK] By: Name: Title: EXHIBIT E Consent To Sublease Xxxxx Xxxxx Office Park THIS CONSENT TO SUBLEASE (“Consent”) have dated as of November 20, 2015, is made with reference to that certain sublease (the “Sublease”) dated November 20, 2015 and attached hereto as Exhibit A, by and between Cimpress USA Incorporated (formerly known as Vistaprint USA, Incorporated), a final expiration date of not less than sixty Delaware corporation, with an address at 000 Xxxxx Xxxxxx, Waltham, Massachusetts 02451 (60) days after the Expiration Date “Tenant”), and Chiasma, Inc., a Delaware corporation, with an address at 00 Xxxxx Xxxxxx, Suite 102, Newton, Massachusetts 02459 (as such may be adjusted for renewals “Subtenant”), and extensions); is entered into by and among Tenant, Subtenant, and 275 Xxxxx LLC, a Delaware limited liability company (vii) expressly provide that Landlord (and/or together with its successors and assigns) is entitled to make one or more draws under the Letter , “Landlord”), with an address in care of Credit upon delivery to issuer Xxxxx Xxxxx Management, LLC, 000 Xxxxx Xxxxxx Waltham, Massachusetts 02451-1209, Attention: Real Estate Manager, and joined in by 404 Xxxxx LLC, a Delaware limited liability company (together with its successors and assigns, “Parking Licensor”), with an address in care of a sight draft (a “Draft”) in a banking office of issuer in Palo AltoXxxxx Xxxxx Management, California (or such other location as is approved by Landlord in writing) and signed by a purported officer or authorized agent or representative of Landlord and certifying LLC, 000 Xxxxx Xxxxxx Waltham, Massachusetts 024511209, Attention: Real Estate Manager, with reference to the issuer that a Draw Event (hereinafter defined) has occurred and that Landlord is entitled to draw upon the Letter of Credit in the amount of the draft submitted therewith; (viii) allow partial draws by Landlord at its discretion from time to time subject to the other provisions of this Section 2; (ix) provide that the Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy of the Draft or the authority of any person or party executing same and regardless of whether Tenant disputes the content of the Draft or the authority of any person or party executing same; (x) specifically provide that it may be transferred by Landlord, without cost to Landlord, to a subsequent owner of the Project (including a foreclosing mortgage lender) by written notice by the transferring Landlord/beneficiary to the issuer, at which time the issuer of the Letter of Credit must be obligated to issue a new Letter of Credit on the identical terms to the transferee (naming the transferee as beneficiary) upon written request by such transferee and surrender of the previously issued Letter of Credit; (xi) remain in effect notwithstanding any assignment of this Lease or subletting by Tenant; (xii) be subject to the International Standby Practices 1998 (or such other recognized standards as Landlord may elect), and (xiii) otherwise be in a form satisfactory to Landlord in its sole and absolute discretion.following facts:

Form of Letter of Credit. In addition to its primary ------------------------ obligations under this Lease and as part of the Security Deposit required above, Tenant shall, within three (3) days after the satisfaction of the Loan Commitment Condition, and continuing throughout the Lease Term, provide security against a default by Tenant under this Lease by delivering to Landlord an unconditional, irrevocable, standby letter of credit ("LC"), naming Landlord as the payee thereunder, with terms as described in more detail below. The Letter of Credit shall: LC shall be initially be in an amount equal to One Million Five Hundred Thousand Dollars (i$1,500,000.00), which amount shall be increased to Three Million One Hundred Ten Thousand Dollars ($3,110,000.00) no later than three (3) days after the Commencement Date. The LC shall be issued by a money center bank (a bank which accepts deposits, maintains accounts, has a local San Diego, Orange County, or Los Angeles office which will negotiate a letter of credit, and at all times whose deposits are insured by the FDIC) reasonably acceptable to Landlord, and shall be in a form and content reasonably acceptable to Landlord and in the form required hereunder. The LC shall be drawable upon) a federally insured national bank approved by Landlord in writing in its reasonable discretion (and upon presentation of a sight draft or demand to the LC issuer. Landlord hereby approves of Xxxxx Fargo); (ii) be an irrevocable and unconditional standby Letter of Credit issued in the full amount of the required LOC Amount; (iii) be issued in the name of Landlord as beneficiary; (iv) have an initial term commencing on the date of issuance and ending no earlier than September 30, 2012; (v) state on its face that, notwithstanding the stated expiration date, the term of the Letter of Credit shall be automatically renewed for successive, additional one may present such a sight draft or demand if (1) year periods unless, at least sixty the LC has not been renewed and replaced by Tenant by thirty (6030) days prior to any such date of expiration, the issuing bank shall have given written notice to Landlord, by certified mail, return receipt requested that the Letter of Credit will not be renewed; (vi) have a final expiration date of the then effective LC, or (2) Tenant commits a default under the Lease and has not less than sixty either (60A) timely cured the same, as provided herein, or (B) prior to thirty (30) days after the Expiration Date (as such may be adjusted for renewals and extensions); (vii) expressly provide that Landlord (and/or its successors and assigns) is entitled to make one or more draws under the Letter of Credit upon delivery to issuer of a sight draft (a “Draft”) in a banking office of issuer in Palo Alto, California (or such other location as is approved by Landlord in writing) and signed by a purported officer or authorized agent or representative of Landlord and certifying prior to the issuer that a Draw Event (hereinafter defined) has occurred and that expiration of the LC, whichever occurs first, cured the same; provided, however, proceeds of the drawn LC shall be applied to damages or charges to which Landlord is entitled under the Lease as a result of Tenant's default. The LC is not intended to draw upon represent liquidated damages for Tenant's default, but only a mechanism for paying the Letter of Credit in the amount of the draft submitted therewith; (viii) allow partial draws by damages or charges to which Landlord at its discretion from time to time subject to the other provisions of this Section 2; (ix) provide that the Letter of Credit will may be honored entitled. If allowed by the issuing bank without inquiry as to the accuracy of the Draft or the authority of any person or party executing same bank, Landlord shall be entitled, at Landlord's sole cost and regardless of whether Tenant disputes the content of the Draft or the authority of any person or party executing same; (x) specifically provide that it may be transferred by Landlord, without cost to Landlordexpense, to grant a subsequent owner security interest in, or make a collateral assignment of, Landlord's rights under the LC in connection with mortgage indebtedness incurred by Landlord to a bona fide third-party institutional lender in an arm's-length transaction; provided, however, that any grantee of a security interest or assignee of a collateral assignment acknowledges in writing that the Project (including a foreclosing mortgage lender) by written notice LC is bound by the transferring Landlord/beneficiary to the issuer, at which time the issuer of the Letter of Credit must be obligated to issue a new Letter of Credit on the identical terms to the transferee (naming the transferee as beneficiary) upon written request by such transferee and surrender of the previously issued Letter of Credit; (xi) remain in effect notwithstanding any assignment of this Lease or subletting by Tenant; (xii) be subject to Lease. Tenant shall otherwise pay all expenses, points, and/or fees incurred in obtaining the International Standby Practices 1998 (or such other recognized standards as Landlord may elect), and (xiii) otherwise be in a form satisfactory to Landlord in its sole and absolute discretionLC.

Form of Letter of Credit. The Letter of Credit shall: (i) be issued by (and at all times be drawable upon) a federally insured national bank approved by Landlord in writing in its reasonable discretion (and Landlord hereby approves of Xxxxx Fargo); (ii) be an irrevocable and unconditional standby Letter of Credit issued in the full amount of the required LOC Amount; (iii) be issued in the name of Landlord as beneficiary; (iv) have an initial term commencing on the date of issuance and ending no earlier than September 30, 2012; (v) state on its face that, notwithstanding the stated expiration date, the term of the Letter of Credit shall be automatically renewed for successiveissued by a national bank acceptable to Landlord in its reasonable discretion, additional one (1) year periods unless, at least sixty (60) days prior to with offices in the San Francisco Bay Area that will accept and pay on any such date of expiration, the issuing bank shall have given written notice to Landlord, by certified mail, return receipt requested that draw on the Letter of Credit will not be renewed; (vi) have a final expiration date of not less than sixty (60) days after the Expiration Date (as such may be adjusted for renewals and extensions); (vii) expressly provide that Landlord (and/or its successors and assigns) is entitled to make one or more draws under the Credit. The Letter of Credit upon delivery to issuer shall be issued for a term of at least twelve months (with a sight draft (a “Draft”) in a banking office term during the last year of issuer in Palo Alto, California (or such other location as is approved by Landlord in writingthe Lease Term of at least one full month following the expiration of the Lease Term) and signed by a purported officer or authorized agent or representative of Landlord and certifying to the issuer that a Draw Event (hereinafter defined) has occurred and that Landlord is entitled to draw upon the Letter of Credit in the amount of the draft submitted therewith; (viii) allow partial draws by Landlord at its discretion from time to time subject to the other provisions of this Section 2; (ix) provide that the Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy of the Draft or the authority of any person or party executing same and regardless of whether Tenant disputes the content of the Draft or the authority of any person or party executing same; (x) specifically provide that it may be transferred by Landlord, without cost to Landlord, to a subsequent owner of the Project (including a foreclosing mortgage lender) by written notice by the transferring Landlord/beneficiary to the issuer, at which time the issuer of the Letter of Credit must be obligated to issue a new Letter of Credit on the identical terms to the transferee (naming the transferee as beneficiary) upon written request by such transferee and surrender of the previously issued Letter of Credit; (xi) remain in effect notwithstanding any assignment of this Lease or subletting by Tenant; (xii) be subject to the International Standby Practices 1998 (or such other recognized standards as Landlord may elect), and (xiii) otherwise shall be in a form satisfactory and with such content acceptable to Landlord in its sole and absolute discretion. Any Letter of Credit that /s/ /s/ ------------------- ----------------- Landlord's Initials Tenant's Initials Tenant delivers to Landlord in replacement of an existing Letter of Credit shall be in an amount equal to the replaced Letter of Credit (prior to any draws) so that the cash and Letter of Credit together equal the amount of the Security Deposit specified in the Lease. Any such replacement Letter of Credit shall be delivered to and received by Landlord no later than thirty days prior to the expiration of the term of the Letter of Credit then in effect. If Tenant fails to deposit a replacement Letter of Credit or renew the expiring Letter of Credit, Landlord shall have the right to draw upon the expiring Letter of Credit for the full amount thereof and hold the same as Security Deposit; provided, however, that if Tenant provides a replacement Letter of Credit that meets the requirements of this section, Landlord shall promptly return to Tenant in cash that amount of the Letter of Credit that had been drawn upon by Landlord. The Letter of Credit shall expressly permit full and partial draws. If for any reason the Letter of Credit does not permit partial draws, then Landlord shall have the right to make a full draw on the Letter of Credit, notwithstanding that the full amount may not be required to cure any default by Tenant. The Letter of Credit shall designate Landlord as beneficiary and shall be transferable by beneficiary to any transferee, successor, and assign (including any lender of Landlord) at no cost or expense to beneficiary. The Letter of Credit shall provide that it may be drawn by Landlord (or its assignee) upon presentation by Landlord to the issuing bank (at its offices in the San Francisco Bay Area) of a sight draft(s), together with a written statement executed by Landlord stating that the amount requested is due Landlord under the Lease. The amount of the draw requested by Landlord shall be payable by the bank without further inquiry or any other documentation or further action required of the bank, Landlord, or Tenant. All costs and expenses to obtain the Letter of Credit and all renewals shall be borne by Tenant.

Form of Letter of Credit. The Letter of Credit shall: (i) be issued by (and at all times be drawable upon) a federally insured national bank approved by Landlord in writing in its reasonable discretion (and Landlord hereby approves of Xxxxx Fargo); (ii) be an irrevocable and unconditional standby Letter of Credit issued in the full amount of the required LOC Amount; (iii) be issued in the name of Landlord as beneficiary; (iv) have an initial term commencing on the date of issuance and ending no earlier than September 30, 2012; (v) state on its face that, notwithstanding the stated expiration date, the term of the Letter of Credit shall be automatically renewed for successiveissued by ------------------------ a national bank acceptable to Landlord in its reasonable discretion, additional one (1) year periods unless, at least sixty (60) days prior to with offices in the San Francisco Bay Area that will accept and pay on any such date of expiration, the issuing bank shall have given written notice to Landlord, by certified mail, return receipt requested that draw on the Letter of Credit will not be renewed; (vi) have a final expiration date of not less than sixty (60) days after the Expiration Date (as such may be adjusted for renewals and extensions); (vii) expressly provide that Landlord (and/or its successors and assigns) is entitled to make one or more draws under the Credit. The Letter of Credit upon delivery to issuer shall be issued for a term of at least twelve (12) months (with a sight draft (a “Draft”) in a banking office term during the last year of issuer in Palo Alto, California (or such other location as is approved by Landlord in writingthe Lease Term of at least one full month following the expiration of the Lease Term) and signed by a purported officer or authorized agent or representative of Landlord and certifying to the issuer that a Draw Event (hereinafter defined) has occurred and that Landlord is entitled to draw upon the Letter of Credit in the amount of the draft submitted therewith; (viii) allow partial draws by Landlord at its discretion from time to time subject to the other provisions of this Section 2; (ix) provide that the Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy of the Draft or the authority of any person or party executing same and regardless of whether Tenant disputes the content of the Draft or the authority of any person or party executing same; (x) specifically provide that it may be transferred by Landlord, without cost to Landlord, to a subsequent owner of the Project (including a foreclosing mortgage lender) by written notice by the transferring Landlord/beneficiary to the issuer, at which time the issuer of the Letter of Credit must be obligated to issue a new Letter of Credit on the identical terms to the transferee (naming the transferee as beneficiary) upon written request by such transferee and surrender of the previously issued Letter of Credit; (xi) remain in effect notwithstanding any assignment of this Lease or subletting by Tenant; (xii) be subject to the International Standby Practices 1998 (or such other recognized standards as Landlord may elect), and (xiii) otherwise shall be in a form satisfactory and with such content acceptable to Landlord in its sole and absolute discretion. Any Letter of Credit that Tenant delivers to Landlord in replacement of an existing Letter of Credit shall be in an amount equal to the replaced Letter of Credit (prior to any draws but subject to any reductions under section 5.2 below) so that the cash and Letter of Credit together equal the amount of the Security Deposit specified in the Lease. Any such replacement Letter of Credit shall be delivered to and received by Landlord no later than thirty (30) days prior to the expiration of the term of the Letter of Credit then in effect. If Tenant fails to deposit a replacement Letter of Credit or renew the expiring Letter of Credit, Landlord shall have the right to draw upon the expiring Letter of Credit for the full amount thereof after providing notice to Tenant that Landlord intends to draw on the Letter of Credit and hold the same as Security Deposit, unless Tenant provides a replacement for or extension to the expiring Letter of Credit prior to a draw by Landlord of the expiring Letter of Credit; provided, however, that if Landlord draws on such expiring Letter of Credit and Tenant provides a replacement Letter of Credit which meets the requirements of this section, Landlord shall promptly return to Tenant in cash that amount of the Letter of Credit that had been drawn upon by Landlord. The Letter of Credit shall expressly permit full and partial draws. If for any reason the Letter of Credit does not permit partial draws, then Landlord shall have the right to make a full draw on the Letter of Credit, notwithstanding that the full amount may not be required to cure any default by Tenant. The Letter of Credit shall designate Landlord as beneficiary and shall be transferable by beneficiary to any transferee, successor, and assign (including any lender of Landlord) at no cost or expense to beneficiary. The Letter of Credit shall provide that it may be drawn by Landlord (or its assignee) upon presentation by Landlord to the issuing bank (at its offices in the San Francisco Bay Area) of a sight draft(s), together with a written statement executed by Landlord stating that the amount requested is due Landlord under the Lease. The amount of the draw requested by Landlord shall be payable by the bank without further inquiry or any Other documentation or further action required of the bank, Landlord, or Tenant. All costs and expenses to obtain the Letter of Credit and all renewals shall be borne by Tenant. If the Letter of Credit is drawn upon by Landlord, Tenant shall, within ten (10) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to amount required under the Lease and this Addendum. At all times the Security Deposit, whether in the form of cash and/or Letter of Credit, shall be in the amount specified in the Lease. 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 use all or any part of the Letter of Credit or cash portion of the Security Deposit, and such use shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant shall not be entitled to any interest on the cash portion of the Security Deposit. The exercise of any rights of Landlord to the Security Deposit shall not constitute a waiver of nor relieve Tenant from any liability or obligation for any default by Tenant. If Landlord draws upon the entire amount of the Letter of Credit, Tenant may deliver a replacement Letter of Credit to Landlord, instead of depositing cash with Landlord, equal to the original amount of the Letter of Credit.

Form of Letter of Credit. The Letter of Credit shall: (i) be issued by (and at all times be drawable upon) a federally insured national bank approved by Landlord in writing in its reasonable discretion (and Landlord hereby approves of Xxxxx Fargo); (ii) be an irrevocable and unconditional standby Letter of Credit issued in the full amount of the required LOC Amount; (iii) be issued in the name of Landlord as beneficiary; (iv) have an initial term commencing on the date of issuance and ending no earlier than September 30, 2012; (v) state on its face that, notwithstanding the stated expiration date, the term of the Letter of Credit shall be automatically renewed for successiveissued by a national bank acceptable to Landlord in its reasonable discretion, additional one (1) year periods unless, at least sixty (60) days prior to with offices in the San Francisco Bay Area that will accept and pay on any such date of expiration, the issuing bank shall have given written notice to Landlord, by certified mail, return receipt requested that draw on the Letter of Credit will not be renewed; (vi) have a final expiration date of not less than sixty (60) days after the Expiration Date (as such may be adjusted for renewals and extensions); (vii) expressly provide that Landlord (and/or its successors and assigns) is entitled to make one or more draws under the Credit. The Letter of Credit upon delivery to issuer shall be issued for a term of at least twelve months (with a sight draft (a “Draft”) in a banking office term during the last year of issuer in Palo Alto, California (or such other location as is approved by Landlord in writingthe Lease Term of at least one full month following the expiration of the Lease Term) and signed by a purported officer or authorized agent or representative of Landlord and certifying to the issuer that a Draw Event (hereinafter defined) has occurred and that Landlord is entitled to draw upon the Letter of Credit in the amount of the draft submitted therewith; (viii) allow partial draws by Landlord at its discretion from time to time subject to the other provisions of this Section 2; (ix) provide that the Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy of the Draft or the authority of any person or party executing same and regardless of whether Tenant disputes the content of the Draft or the authority of any person or party executing same; (x) specifically provide that it may be transferred by Landlord, without cost to Landlord, to a subsequent owner of the Project (including a foreclosing mortgage lender) by written notice by the transferring Landlord/beneficiary to the issuer, at which time the issuer of the Letter of Credit must be obligated to issue a new Letter of Credit on the identical terms to the transferee (naming the transferee as beneficiary) upon written request by such transferee and surrender of the previously issued Letter of Credit; (xi) remain in effect notwithstanding any assignment of this Lease or subletting by Tenant; (xii) be subject to the International Standby Practices 1998 (or such other recognized standards as Landlord may elect), and (xiii) otherwise shall be in a form satisfactory and with such content acceptable to Landlord in its sole and absolute discretion. Any Letter of Credit that /s/ /s/ Landlord’s Initials Tenant’s Initials Tenant delivers to Landlord in replacement of an existing Letter of Credit shall be in an amount equal to the replaced Letter of Credit (prior to any draws) so that the cash and Letter of Credit together equal the amount of the Security Deposit specified in the Lease. Any such replacement Letter of Credit shall be delivered to and received by Landlord no later than thirty days prior to the expiration of the term of the Letter of Credit then in effect. If Tenant fails to deposit a replacement Letter of Credit or renew the expiring Letter of Credit, Landlord shall have the right to draw upon the expiring Letter of Credit for the full amount thereof and hold the same as Security Deposit; provided, however, that if Tenant provides a replacement Letter of Credit that meets the requirements of this section, Landlord shall promptly return to Tenant in cash that amount of the Letter of Credit that had been drawn upon by Landlord. The Letter of Credit shall expressly permit full and partial draws. If for any reason the Letter of Credit does not permit partial draws, then Landlord shall have the right to make a full draw on the Letter of Credit, notwithstanding that the full amount may not be required to cure any default by Tenant. The Letter of Credit shall designate Landlord as beneficiary and shall be transferable by beneficiary to any transferee, successor, and assign (including any lender of Landlord) at no cost or expense to beneficiary. The Letter of Credit shall provide that it may be drawn by Landlord (or its assignee) upon presentation by Landlord to the issuing bank (at its offices in the San Francisco Bay Area) of a sight draft(s), together with a written statement executed by Landlord stating that the amount requested is due Landlord under the Lease. The amount of the draw requested by Landlord shall be payable by the bank without further inquiry or any other documentation or further action required of the bank, Landlord, or Tenant. All costs and expenses to obtain the Letter of Credit and all renewals shall be borne by Tenant.

Form of Letter of Credit. The (Letterhead of a money center bank acceptable to the Lessor) , 2002 GATEWAY CENTER, LLC c/o Boston Properties Limited Partnership Four Xxxxxxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxx Xxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Xx. Xxxxxx Xxxxxx Ladies and Gentlemen: We hereby establish our Irrevocable Letter of Credit shall: and authorize you to draw on us at sight for the account of D-NOVO THERAPEUTICS, INC., a Delaware corporation (i) be issued by “Company”), the aggregate amount of One Hundred Eleven Thousand One Hundred Seventy-One and 06/100 Dollars (and at all times be drawable upon) a federally insured national bank approved by Landlord in writing in its reasonable discretion (and Landlord hereby approves of Xxxxx Fargo$111,171.06); (ii) be an irrevocable and unconditional standby . Funds under this Letter of Credit issued are available to the beneficiary hereof as follows: Any or all of the slims hereunder may be drawn down at any time and from time to time from and after the date hereof by Gateway Center, LLC, a Delaware limited liability company By: Its: By: Its: (“Beneficiary”) when accompanied by this Letter of Credit and a written statement signed by a representative of Beneficiary, certifying that Company is in default under the full terms of its lease with Beneficiary and such moneys are due and owing to Beneficiary. This Letter of Credit is transferable in its entirety. Should a transfer be desired, such transfer will be subject to the return to us of this advice, together with written instructions. The amount of the required LOC Amount; (iii) each draft must be issued in the name of Landlord as beneficiary; (iv) have an initial term commencing endorsed on the reverse hereof by the negotiating bank. We hereby agree that this Letter of Credit shall be duly honored upon presentation and delivery of the certification specified above. EXHIBIT G This Letter of Credit shall expire on . Notwithstanding the above expiration date of issuance and ending no earlier than September 30, 2012; (v) state on its face that, notwithstanding the stated expiration datethis Letter of Credit, the term of the this Letter of Credit shall be automatically renewed for successive, additional one (1) year periods unless, at least sixty thirty (6030) days prior to any such date of expiration, the issuing bank undersigned shall have given give written notice to LandlordBeneficiary, by certified mail, return receipt requested and at the address set forth above or at such other address as may be given to the undersigned by Beneficiary, that the this Letter of Credit will not be renewed; (vi) have a final expiration date of not less than sixty (60) days after the Expiration Date (as such may be adjusted for renewals and extensions); (vii) expressly provide that Landlord (and/or its successors and assigns) is entitled to make one or more draws under the . This Letter of Credit upon delivery to issuer of a sight draft (a “Draft”) in a banking office of issuer in Palo Alto, California (or such other location as is approved by Landlord in writing) and signed by a purported officer or authorized agent or representative of Landlord and certifying to the issuer that a Draw Event (hereinafter defined) has occurred and that Landlord is entitled to draw upon the Letter of Credit in the amount of the draft submitted therewith; (viii) allow partial draws by Landlord at its discretion from time to time subject to the other provisions of this Section 2; (ix) provide that the Letter of Credit will be honored governed by the issuing bank without inquiry as to the accuracy of the Draft or the authority of any person or party executing same Uniform Customs and regardless of whether Tenant disputes the content of the Draft or the authority of any person or party executing same; Practice for Documentary Credits (x) specifically provide that it may be transferred by Landlord, without cost to Landlord, to a subsequent owner of the Project (including a foreclosing mortgage lender) by written notice by the transferring Landlord/beneficiary to the issuer, at which time the issuer of the Letter of Credit must be obligated to issue a new Letter of Credit on the identical terms to the transferee (naming the transferee as beneficiary) upon written request by such transferee and surrender of the previously issued Letter of Credit; (xi) remain in effect notwithstanding any assignment of this Lease or subletting by Tenant; (xii) be subject to the International Standby Practices 1998 (or such other recognized standards as Landlord may elect1993 Revision), and International Chamber of Commerce Publication 500. Very truly yours, (xiiiName of Issuing Bank) otherwise be in a form satisfactory to Landlord in its sole and absolute discretion.By: EXHIBIT G

Form of Letter of Credit. The [ISSUING BANK NAME] IRREVOCABLE STANDBY LETTER OF CREDIT NO. _ DATE: BENEFICIARIES: APPLICANT: Long Island Power Authority [ ] And Long Island Lighting Company d/b/a/ LIPA c/o Long Island Power Authority 000 Xxxxx Xxxxxxxx Boulevard, Suite 403 Uniondale, New York 11553 Attn: Vice President, Power Markets INITIAL AMOUNT: USD $ DATE OF EXPIRY: On the Expiration Date (as hereinafter defined), as the same may be extended from time to time pursuant to the terms hereof PLACE OF EXPIRY: At our Counters We hereby issue in your favor our Irrevocable Standby Letter of Credit shall: No. (i) be issued by (and at all times be drawable upon) a federally insured national bank approved by Landlord in writing in its reasonable discretion (and Landlord hereby approves of Xxxxx Fargo); (ii) be an irrevocable and unconditional standby this “Letter of Credit issued Credit”) for the account of [ ](the “Applicant”), on behalf of [ ] (“Fuel Manager”)], in the full aggregate stated amount not to exceed AND /100 US DOLLARS (US$ ) (as the same may be reduced from time to time as a result of draws made pursuant to the required LOC provisions of this Letter of Credit, the “Available Amount; (iii) be issued in the name of Landlord as beneficiary; (iv) have an initial term commencing ”), effective immediately and expiring at 5:00 p.m., New York, New York, time, on the date of issuance and ending no earlier than September 30, 2012; Expiration Date (vas hereinafter defined) state on its face that, notwithstanding the stated expiration date, the term of the at our counters at [ ]. This Letter of Credit shall be automatically renewed of no further force or effect upon the close of business on [ , ] (or, if such day is not a Business Day (as hereinafter defined), on the next preceding Business Day (the “Expiration Date”)); provided, however, that this Letter of Credit may be extended at the written request of the Applicant but at our option for successivea period of one or more years per extension, additional one effective upon the then applicable Expiration Date (1each such extended expiration date being referred to as the “New Expiration Date”) year periods unless, at least sixty upon written notice of such extension given by us to you. Such notice of extension must be given not less than ten (6010) days prior to the Expiration Date or any New Expiration Date and if such date notice of expirationextension is not given at such time, the issuing bank shall have given written notice to Landlord, by certified mail, return receipt requested that the this Letter of Credit will not be renewed; (vi) have a final expiration date of not less than sixty (60) days after expires on the Expiration Date (as such may be adjusted for renewals or any New Expiration Date. For the purposes hereof, “Business Day” shall mean any day on which commercial banks are not authorized or required to close in New York, New York. Subject to the terms and extensions); (vii) expressly provide that Landlord (and/or its successors and assigns) is entitled to make one or more draws conditions herein, funds under the this Letter of Credit upon delivery are available to issuer of a sight draft (a “Draft”) you by presentation in a banking office of issuer in Palo Altostrict compliance on or prior to 5:00 p.m., California (New York, New York time, on or such other location as is approved by Landlord in writing) and signed by a purported officer or authorized agent or representative of Landlord and certifying prior to the issuer that a Draw Event (hereinafter defined) has occurred and that Landlord is entitled to draw upon the Letter of Credit in the amount of the draft submitted therewith; (viii) allow partial draws by Landlord Expiration Date or any New Expiration Date at its discretion from time to time subject to the other provisions of this Section 2; (ix) provide that the Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy of the Draft or the authority of any person or party executing same and regardless of whether Tenant disputes the content of the Draft or the authority of any person or party executing same; (x) specifically provide that it may be transferred by Landlord, without cost to Landlord, to a subsequent owner of the Project (including a foreclosing mortgage lender) by written notice by the transferring Landlord/beneficiary to the issuer, at which time the issuer of the Letter of Credit must be obligated to issue a new Letter of Credit on the identical terms to the transferee (naming the transferee as beneficiary) upon written request by such transferee and surrender of the previously issued Letter of Credit; (xi) remain in effect notwithstanding any assignment of this Lease or subletting by Tenant; (xii) be subject to the International Standby Practices 1998 (or such other recognized standards as Landlord may elect), and (xiii) otherwise be in a form satisfactory to Landlord in its sole and absolute discretion.our counters of:

Form of Letter of Credit. Within five (5) business days after Landlord notifies Tenant of the Effective Date, Tenant shall deliver to Landlord, as security for the faithful performance of all of Tenant's obligations under this Lease, an irrevocable stand-by letter of credit (the "Letter of Credit") in the amount of Two Million Dollars ($2,000,000.00) for the account of Tenant and naming Landlord and Senior Lender severally as co-beneficiaries, or, if approved by Lender, naming Landlord as the sole beneficiary, (the named beneficiary or beneficiaries being hereinafter referred to as the "Beneficiary"), and issued by Xxxxx Fargo Bank, N.A., or other National Banking Association member satisfactory to Senior Lender (the "Issuer"). The Letter of Credit shall: (i) shall be issued by (substantially in the form attached hereto as Exhibit B and at all times be drawable upon) a federally insured national bank approved by Landlord in writing in its reasonable discretion (shall additionally provide, on terms satisfactory to Lender, for Landlord's assignment to Senior Lender of Landlord's rights to draw under and Landlord hereby approves to receive the proceeds of Xxxxx Fargo); (ii) be an irrevocable and unconditional standby said Letter of Credit issued and for Tenant's consent to the foregoing and acknowledgement of Senior Lender's reliance thereupon. Tenant shall maintain the Letter of Credit in effect until August 1, 2005 (and the original Letter of Credit shall be returned to Tenant promptly following such date). If the Letter of Credit shall expire prior to said date, Tenant shall renew the Letter of Credit prior to its expiration or arrange for issuance of a new Letter of Credit in accordance with the terms hereof. If Tenant fails to give Senior Lender satisfactory evidence of renewal of the Letter of Credit or issuance of a new Letter of Credit at least thirty (30) days prior to expiration of the Letter of Credit then in effect, Beneficiary shall be entitled to draw down the full amount of the required LOC Amount; (iii) be issued in the name of Landlord as beneficiary; (iv) have an initial term commencing on the date of issuance and ending no earlier than September 30, 2012; (v) state on its face that, notwithstanding the stated expiration date, the term of the Letter of Credit and the amount so drawn ("Draw Proceeds"), although not a cash security deposit, shall be automatically renewed for successive, additional one (1) year periods unless, at least sixty (60) days prior to any such date of expiration, the issuing bank shall have given written notice to Landlord, held by certified mail, return receipt requested that the Letter of Credit will not be renewed; (vi) have a final expiration date of not less than sixty (60) days after the Expiration Date (as such Senior Lender and may be adjusted for renewals and extensions); (vii) expressly provide that Landlord (and/or its successors and assigns) is entitled to make one or more draws under the Letter of Credit upon delivery to issuer of a sight draft (a “Draft”) in a banking office of issuer in Palo Alto, California (or such other location as is approved by Landlord in writing) and signed by a purported officer or authorized agent or representative of Landlord and certifying to the issuer that a Draw Event (hereinafter defined) has occurred and that Landlord is entitled to draw upon the Letter of Credit applied in the amount of the draft submitted therewith; (viiisame manner as set forth in Paragraph 33(f) allow partial draws by Landlord at its discretion from time to time subject to the other provisions of this Section 2; (ix) provide that the Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy of the Draft or the authority of any person or party executing same and regardless of whether Tenant disputes the content of the Draft or the authority of any person or party executing same; (x) specifically provide that it may be transferred by Landlord, without cost to Landlord, to a subsequent owner of the Project (including a foreclosing mortgage lender) by written notice by the transferring Landlord/beneficiary to the issuer, at which time the issuer of the Letter of Credit must be obligated to issue a new Letter of Credit on the identical terms to the transferee (naming the transferee as beneficiary) upon written request by such transferee and surrender of the previously issued Letter of Credit; (xi) remain in effect notwithstanding any assignment of this Lease or subletting by Tenant; (xii) be subject to the International Standby Practices 1998 (or such other recognized standards as Landlord may elect), and (xiii) otherwise be in a form satisfactory to Landlord in its sole and absolute discretionbelow.

Form of Letter of Credit. At the election of Landlord's lender, in lieu of delivering to Landlord the portion of the Security Deposit equal to one-half (1/2) of the Additional Contribution as required in PARAGRAPH 4.4 above Tenant may deliver to Landlord an unconditional, irrevocable and renewable letter of credit in the principal amount of one-half (1/2) of the Additional Contribution ("LETTER OF CREDIT") in favor of Landlord in the form attached hereto as EXHIBIT "F," or such other form as Landlord shall approve in its sole discretion, and issued by Landlord's lender, as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. Except as otherwise provided herein, Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Letter of Credit. The Letter of Credit shall: (i) be issued shall state that an authorized officer or other representative of Landlord may make demand on Landlord's behalf for the principal amount of the Letter of Credit, or any portion thereof, and that the issuing bank must immediately honor such demand, without qualification or satisfaction of any conditions, except the proper identification of the party making such demand and presentation of a written statement signed by (Landlord, certifying, under penalty of perjury, that such moneys are due and at all times be drawable upon) owing to Landlord as a federally insured national bank approved by Landlord in writing in its reasonable discretion (and Landlord hereby approves result of Xxxxx Fargo); (ii) be an irrevocable and unconditional standby Tenant's default under this Lease. In addition, the Letter of Credit issued shall indicate that it is transferable in the full amount its entirety by Landlord as beneficiary to Landlord's successor in interest as owner of the required LOC Amount; (iii) be issued in Building and that upon receiving written notice of transfer, and upon presentation to the name issuer of Landlord the original Letter of Credit, the issuer will reissue the Letter of Credit naming such transferee as beneficiary; (iv) have an initial term commencing on the date of issuance and ending no earlier than September 30, 2012; (v) state on its face that, notwithstanding the stated expiration date, beneficiary at Landlord's sole expense. If the term of the Letter of Credit shall be automatically renewed held by Landlord will expire prior to thirty (30) days after the last day of the Term and it is not extended, or a new Letter of Credit for successivean extended period of time is not substituted, additional one within thirty (1) year periods unless, at least sixty (6030) days prior to any such date the expiration of expiration, the issuing bank shall have given written notice to Landlord, by certified mail, return receipt requested that the Letter of Credit will not Credit, then Landlord shall be renewed; (vi) have a final expiration date of not less than sixty (60) days after the Expiration Date (as such may be adjusted for renewals and extensions); (vii) expressly provide that Landlord (and/or its successors and assigns) is entitled to make one or more draws under demand for the principal amount of said Letter of Credit upon delivery and, thereafter, to issuer of a sight draft (a “Draft”) in a banking office of issuer in Palo Alto, California (or hold such other location funds as is approved by Landlord in writing) and signed by a purported officer or authorized agent or representative of Landlord and certifying to the issuer that a Draw Event (hereinafter defined) has occurred and that Landlord is entitled to draw upon the Security Deposit. The Letter of Credit shall be held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease and may be used or applied by Landlord to any Tenant default in the amount of same manner as the draft submitted therewith; (viii) allow partial draws by Landlord at its discretion from time to time subject to the other provisions of this Section 2; (ix) provide that the Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy of the Draft or the authority of Security Deposit hereunder. If any person or party executing same and regardless of whether Tenant disputes the content of the Draft or the authority of any person or party executing same; (x) specifically provide that it may be transferred by Landlord, without cost to Landlord, to a subsequent owner of the Project (including a foreclosing mortgage lender) by written notice by the transferring Landlord/beneficiary to the issuer, at which time the issuer portion of the Letter of Credit must be obligated proceeds are so used or applied, Tenant shall, within ten (10) days after demand therefor, post an additional Letter of Credit in an amount to issue a cause the aggregate amount of the unused proceeds and such new Letter of Credit on to equal the identical terms full principal amount required in this paragraph. Landlord shall not be required to keep any proceeds from the transferee (naming Letter of Credit separate from its general funds. Should Landlord sell its interest in the transferee as beneficiary) upon written request by such transferee Premises during the Term and surrender if Landlord deposits with the purchaser thereof the Letter of Credit or any proceeds of the previously issued Letter of Credit; (xi) remain in effect notwithstanding , thereupon Landlord shall be discharged from any assignment of this Lease or subletting by Tenant; (xii) be subject further liability with respect to the International Standby Practices 1998 (or such other recognized standards as Landlord may elect), Letter of Credit and (xiii) otherwise be in a form satisfactory to Landlord in its sole and absolute discretionsaid proceeds.

Form of Letter of Credit. The Letter of Credit shall: (i) be issued by (and at all times be drawable upon) a federally insured national bank approved by Landlord in writing in its reasonable discretion (and Landlord hereby approves of Xxxxx Fargo); (ii) be an irrevocable and unconditional standby Letter of Credit issued in the full amount of the required LOC Amount; (iii) be issued in the name of Landlord as beneficiary; (iv) have an initial term commencing on the date of issuance and ending no earlier than September 30, 2012; (v) state on its face that, notwithstanding the stated expiration date, the term of the Letter of Credit shall be automatically renewed for successiveissued ------------------------ by a national bank acceptable to Landlord in its reasonable discretion, additional one (1) year periods unless, at least sixty (60) days prior to with offices in the San Francisco Bay Area that will accept and pay on any such date of expiration, the issuing bank shall have given written notice to Landlord, by certified mail, return receipt requested that draw on the Letter of Credit will not be renewed; (vi) have a final expiration date of not less than sixty (60) days after the Expiration Date (as such may be adjusted for renewals and extensions); (vii) expressly provide that Landlord (and/or its successors and assigns) is entitled to make one or more draws under the Credit. The Letter of Credit upon delivery to issuer shall be issued for a term of at least twelve months (with a sight draft (a “Draft”) in a banking office term during the last year of issuer in Palo Alto, California (or such other location as is approved by Landlord in writingthe Lease Term of at least one full month following the expiration of the Lease Term) and signed by a purported officer or authorized agent or representative of Landlord and certifying to the issuer that a Draw Event (hereinafter defined) has occurred and that Landlord is entitled to draw upon the Letter of Credit in the amount of the draft submitted therewith; (viii) allow partial draws by Landlord at its discretion from time to time subject to the other provisions of this Section 2; (ix) provide that the Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy of the Draft or the authority of any person or party executing same and regardless of whether Tenant disputes the content of the Draft or the authority of any person or party executing same; (x) specifically provide that it may be transferred by Landlord, without cost to Landlord, to a subsequent owner of the Project (including a foreclosing mortgage lender) by written notice by the transferring Landlord/beneficiary to the issuer, at which time the issuer of the Letter of Credit must be obligated to issue a new Letter of Credit on the identical terms to the transferee (naming the transferee as beneficiary) upon written request by such transferee and surrender of the previously issued Letter of Credit; (xi) remain in effect notwithstanding any assignment of this Lease or subletting by Tenant; (xii) be subject to the International Standby Practices 1998 (or such other recognized standards as Landlord may elect), and (xiii) otherwise shall be in a form satisfactory attached hereto as Exhibit F-1 or such other form with such content acceptable to Landlord in its sole and absolute discretion. Any Letter of Credit that Tenant delivers to Landlord in replacement of an existing Letter of Credit shall be in an amount equal to the replaced Letter of Credit (prior to any draws) so that the cash and Letter of Credit together equal the amount of the Security Deposit specified in the Lease. Any such replacement Letter of Credit shall be delivered to and received by Landlord no later than thirty days prior to the expiration of the term of the Letter of Credit then in effect. If Tenant fails to deposit a replacement Letter of Credit or renew the expiring Letter of Credit, Landlord shall have the right to draw upon the expiring Letter of Credit for the full amount thereof and hold the same as Security Deposit; provided, however, that if Tenant provides a replacement Letter of Credit that meets the requirements of this section, Landlord shall promptly return to Tenant in cash that amount of the Letter of Credit that had been drawn upon by Landlord. The Letter of Credit shall expressly permit full and partial draws. If for any reason the Letter of Credit does not permit partial draws, then Landlord shall have the right to make a full draw on the Letter of Credit, notwithstanding that the full amount may not be required to cure any default by Tenant. The Letter of Credit shall designate Landlord as beneficiary and shall be transferable by beneficiary to any transferee, successor, and assign (including any lender of Landlord) at no cost or expense to beneficiary. The Letter of Credit shall provide that it may be drawn by Landlord (or its assignee) upon presentation by Landlord to the issuing bank (at its offices in the San Francisco Bay Area) of a sight draft(s), together with a written statement executed by Landlord stating that the amount requested is due Landlord under the Lease. The amount of the draw requested by Landlord shall be payable by the bank, upon notice to Tenant as described in Section 29 of this Lease. The amount of the draw requested by Landlord shall then be payable without further inquiry or any other documentation or further action required of the bank, Landlord, or Tenant. All costs and expenses to obtain the Letter of Credit and all renewals shall be borne by Tenant.