Common use of Security Deposit Letter of Credit Clause in Contracts

Security Deposit Letter of Credit. By August 1, 2016, and as a condition to the effectiveness of this Lease, Tenant shall deliver to Landlord, as security for the performance of the obligations of Tenant hereunder, either funds in the amount of $1,500,000, or a Letter of Credit in the amount of $1,500,000, or a combination of both cash and a Letter of Credit provided Landlord holds $1,500,000 in security. At any time during this Lease, Tenant may replace the Letter of Credit or a portion thereof with cash. Tenant’s failure to timely deliver the Letter of Credit to Landlord shall constitute an Event of Default under this Lease. The Letter of Credit: (i) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord, it being acknowledged that Silicon Valley Bank, NA is hereby approved for such purposes; (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating the Landlord is authorized pursuant to this Lease to draw under the Letter of Credit; (iii) shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease; (iv) shall be for an initial term of not less than one (1) year and contain a provision that such term shall be automatically renewed for successive one (1) year periods unless the issuer shall, at least thirty (30) days prior to the scheduled expiration date, give Landlord notice of such non-renewal; (v) shall allow for notice of a pending draw by facsimile, provided that the original Letter of Credit is produced prior to any draw; and (vi) shall otherwise be in commercially reasonable form and substance acceptable to Landlord. Landlord shall be entitled to draw upon the Letter of Credit for the amount reasonably necessary to compensate Landlord for actual, direct damages incurred by Landlord as a result of Tenant’s default (i) if Tenant commits or allows to exist an Event of Default under the Lease after the expiration of all applicable notices or cure periods, or (ii) if, not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Section 27 of this Lease (which failure shall be deemed an Event of Default without notice or cure period). Landlord shall be obligated to apply the amount so drawn to the extent necessary to cure Tenant’s default or Event of Default under the Lease. After any such application by Landlord of the Letter of Credit, Tenant shall reinstate the Letter of Credit to the amount required to be maintained hereunder, upon written demand. Within thirty (30) days after the expiration or sooner termination of the Term, the Letter of Credit, to the extent not applied, shall be returned to the Tenant, without interest. If, at any time, the financial condition of the issuer of the Letter of Credit changes in any materially adverse way, as determined by Landlord in good faith, then Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. In addition, if such issuer is insolvent or placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for such issuer, then, effective as of the date of such occurrence, the Letter of Credit shall be deemed to not meet the requirements of this Section 27 and Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. Tenant’s failure to deliver any required replacement Letter of Credit shall constitute an Event of Default.

Security Deposit Letter of Credit. By August 1, 2016, and as As a condition to the effectiveness of this Lease, in lieu of a third-party guaranty, Tenant shall shall, with delivery of the Lease executed by Tenant, deliver to Landlord an unconditional and irrevocable letter of credit, in a form approved by Landlord, from a commercial banking institution which is a member of FDIC with assets of more than $250,000,000.00, approved by Landlord, in the amount of $100,000.00 (“Letter of Credit”) to be held by Landlord as security for the performance by Tenant of all the covenants and obligations of Tenant hereunder, either funds set forth in this Lease. Tenant shall submit its proposed form of Letter of Credit prior to execution of the amount of $1,500,000, or a Lease for Landlord’s review and approval. Tenant acknowledges and agrees that it shall keep the Letter of Credit in full force and effect throughout the amount Term of $1,500,000, this Lease (and any extension or a combination of both cash renewal thereof) and a Letter of Credit provided Landlord holds $1,500,000 in securityfor thirty (30) days following the end thereof. At any time during this Lease, Tenant may replace In the Letter of Credit or a portion thereof with cash. Tenant’s failure to timely deliver event the Letter of Credit to Landlord shall constitute an Event of Default under this Lease. The Letter of Credit: (i) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord, it being acknowledged that Silicon Valley Bank, NA is hereby approved for such purposes; (ii) shall require only the presentation to the issuer of a certificate of the holder term of the Letter of Credit stating the Landlord is authorized pursuant to this Lease to draw under the Letter of Credit; (iii) shall must be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease; (iv) shall be for an initial term of not less than one (1) year and contain a provision that such term shall be automatically renewed for successive one (1) year periods unless the issuer shallannually, at least thirty (30) days prior to the scheduled expiration date, give Landlord notice of such non-renewal; (v) shall allow for notice of a pending draw by facsimile, provided that the original Letter of Credit is produced prior to any draw; and (vi) shall otherwise be in commercially reasonable form and substance acceptable to Landlord. Landlord shall be entitled to draw upon the Letter of Credit for the amount reasonably necessary to compensate Landlord for actual, direct damages incurred by Landlord as a result of Tenant’s default (i) if Tenant commits or allows to exist an Event of Default under the Lease after the expiration of all applicable notices or cure periods, or (ii) if, then not less than thirty (30) days before prior to any expiration date of the scheduled expiration Letter of Credit (“Renewal Deadline”), Tenant shall provide Landlord with a replacement Letter of Credit or extension amendment. Said Letter of Credit shall contain terms whereby it can be drawn on by Landlord at sight on any date during its term on which issuer shall receive from Landlord a certification signed by Landlord stating that an Event of Default has occurred by Tenant under this Lease or that Tenant has failed to provide a replacement Letter of Credit, as required under the Lease. Tenant acknowledges that the Landlord is the beneficiary of the Letter of Credit and the proceeds thereof are not the property of the Tenant. Landlord shall have the right, but not the obligation, to apply the proceeds against any or all amounts then due and owing by Tenant hereunder and/or against sums expended by Landlord, including attorneys fees. Such actions by Landlord do not negate Tenant’s obligations to pay Rental thereafter. Any balance left of the sum received from drawing on the Letter of Credit, after the curing of defaults and/or the payment of amounts due by Tenant, shall be held by Landlord, as beneficiary, until the earlier of the replacement of the Letter of Credit, Tenant has not delivered to Landlord a new Letter as required below, or thirty (30) days following the end of Credit in accordance with this Section 27 the Term of this Lease (which failure shall be deemed an Event of Default without notice and any extension or cure periodrenewal thereof). Landlord shall be obligated to apply the amount so drawn to the extent necessary to cure Tenant’s default or Event of Default under the Lease. After any such application by Landlord of the Letter of Credit, Tenant shall reinstate the The original Letter of Credit or any portion of the proceeds which are not utilized by Landlord for any purpose permitted under this Lease shall be returned to the amount required to be maintained hereunder, upon written demand. Within issuing banking institution within thirty (30) days after the expiration or sooner termination end of the Term, the Letter of Credit, to the extent not applied, shall be returned to the Tenant, without interest. If, at any time, the financial condition Term provided Tenant has performed all of the issuer of remaining obligations imposed upon Tenant pursuant to this Lease. In the event Landlord shall draw on any Letter of Credit changes in any materially adverse wayprovided by Tenant, as determined by Landlord in good faith, then Tenant shall, within shall replace same no later than thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. In addition, if such issuer is insolvent or placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for such issuer, then, effective as of after the date of such occurrencedrawing and, the Letter of Credit shall be deemed to if same is not meet the requirements of this Section 27 and Tenant shallreplaced, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. Tenant’s such failure to deliver any required replacement Letter of Credit shall constitute an additional Event of DefaultDefault under the terms of this Lease and Landlord shall have the benefit of all remedies permitted pursuant to the terms of this Lease and the laws of the State where the Premises are located.

Security Deposit Letter of Credit. By August 1, 2016, Upon execution and as a condition to the effectiveness delivery of this LeaseLease by Tenant, Tenant shall deliver to Landlord, as security for the performance of the obligations of Tenant hereunder, either funds in the amount of $1,500,000, or deposit with Landlord a Letter of Credit in the amount and in form and substance satisfactory to Landlord in Landlord's sole and absolute discretion (the "Letter of $1,500,000Credit") to be held and, or as applicable, presented and drawn upon and the proceeds thereof retained and applied by Landlord as security for and in satisfaction of the faithful payment, performance and observance by Tenant of the terms, covenants, provisions, conditions and agreements of Tenant under and pursuant to this Lease. It is agreed and understood that in the event of the occurrence of a combination Default of both cash Tenant, Landlord may present for payment and a draw upon the Letter of Credit provided and Landlord holds $1,500,000 in security. At may use, apply or retain the whole or any time during part of the amounts available to be drawn under the Letter of Credit to the extent required for the payment of any Annual Fixed Rent, Additional Rent or any other sum which Landlord may expend or be entitled to the payment of by reason of any Event of Default or any failure of tenant to pay, perform or observe any term, covenant, condition or provision of this Lease, including without limitation, any late charges, interest payments or any damages or deficiency in the re-letting of the Premises whether said damages or deficiency occurred before or after summary proceedings or other re-entry by Landlord. If Landlord shall present, draw upon and apply or retain all or any portion of the amounts evidenced by the Letter of Credit, Tenant may replace shall immediately replenish and reinstate the amount available to be drawn under the Letter of Credit or cause a portion thereof with cash. Tenant’s failure to timely deliver the substitute Letter of Credit to Landlord shall constitute an Event of Default under this Lease. The Letter of Credit: (i) shall be irrevocable in the form and shall be issued amount required by a commercial bank reasonably acceptable to Landlord, it being acknowledged that Silicon Valley Bank, NA is hereby approved for such purposes; (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating the Landlord is authorized pursuant to this Lease to draw under be re-issued so that at all times during the Letter Term of Credit; (iii) shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the this Lease; (iv) shall be for an initial term of not less than one (1) year and contain a provision that such term shall be automatically renewed for successive one (1) year periods unless the issuer shall, at least thirty (30) days prior to the scheduled expiration date, give Landlord notice of such non-renewal; (v) shall allow for notice of a pending draw by facsimile, provided that the original Letter of Credit is produced prior to any draw; and (vi) shall otherwise be in commercially reasonable form and substance acceptable to Landlord. Landlord shall be entitled to draw upon the Letter of Credit for the entire dollar amount reasonably necessary to compensate Landlord for actual, direct damages incurred by Landlord as a result of Tenant’s default (i) if Tenant commits or allows to exist an Event of Default under the Lease after the expiration of all applicable notices or cure periods, or (ii) if, not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Section 27 of this Lease (which failure shall be deemed an Event of Default without notice or cure period). Landlord shall be obligated to apply the amount so drawn to the extent necessary to cure Tenant’s default or Event of Default under the Lease. After any such application by Landlord of the Letter of Credit, Tenant shall reinstate the Letter of Credit to the amount required to be maintained hereunder, upon written demand. Within thirty (30) days after the expiration or sooner termination of the Term, the Letter of Credit, to the extent not applied, shall be returned to the Tenant, without interest. If, at any time, the financial condition of the issuer of the Letter of Credit changes in the amounts required hereunder notwithstanding any materially adverse way, as determined by Landlord in good faith, then Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement prior presentation or draw thereon. The Letter of Credit which otherwise meets must at all times be an "irrevocable clean" commercial Letter of Credit in the requirements of amount required by this LeaseLease and payable through a Boston, Massachusetts Clearinghouse Bank, acceptable to Landlord in Landlord's sole discretion. In addition, if such issuer is insolvent or placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for such issuer, then, effective as of the date of such occurrence, the Letter of Credit shall be deemed payable solely to not meet the requirements benefit of the Landlord from time to time under this Lease and shall be automatically renewable and, upon the direction of Landlord, transferable to and payable for the benefit of any successor Landlord under the Lease. The Letter of Credit (or substitutes thereof consistent with the terms hereof) shall be and remain presentable and payable for the time period beginning on the date of this Section 27 Lease through and including the date which is the last to occur of (i) the date which is 60 days after the last day of the Term of this Lease or (ii) the date which is 60 days after the date of delivery of the entire Premises to Landlord in accordance with the terms and provisions of this Lease or (iii) 60 days after the last of Tenant's monetary obligations to Landlord under this Lease have been satisfied in full. Tenant shall bear all costs and expenses in connection with procuring the Letter of Credit and maintaining it in full force and effect for the time periods required hereunder. In the event of a sale or other transfer of the Building, Tenant shall, within thirty at its sole cost and expense, cause the Letter of Credit, in the form required hereunder, to be issued to and for the benefit of such transferee or purchaser, as designated by Landlord. The Landlord from time to time under this Lease, shall be entitled to receive 60 days prior written notice of any cancellation of the Letter of Credit for any reason and the Letter of Credit shall not be cancellable unless and until Landlord shall have received such sixty (3060) days day advance written notice. Upon (i) receiving notice of notice from Landlord, cancellation of the Letter of Credit or (ii) failure of Tenant to deliver to Landlord a replacement substitute Letter of Credit on or before the date which otherwise meets is 30 days prior to any renewal date and whether or not Tenant shall then be in default in the requirements payment, performance or observance of any term, covenant or provision of this Lease, Landlord shall be entitled to present, draw upon and retain the entire amount of the Letter of Credit and upon so doing, Landlord shall be entitled to hold, apply and retain the proceeds of such payment (without any interest payable to Tenant) as if it were a cash security deposit under this Lease to be applied against Event of Default from time to time arising under this Lease in the same manner as if it were the proceeds of the Letter of Credit. Tenant’s It is agreed and understood that any failure of Tenant to deliver perform, observe or comply with any required replacement term of provision contained in this Section 13.8 to be performed or observed by Tenant shall entitle Landlord to the same rights and remedies under this Lease, as a failure by Tenant to pay Annual Fixed Rent as and when same shall be due and payable. The amount of the Letter of Credit shall constitute an Event of Defaultat all times be $249,360.00.

Security Deposit Letter of Credit. By August 1(a) On or before the Consent Date, 2016, and as a condition to the effectiveness of this Lease, Tenant Sub-Subtenant shall deliver to Landlord, as Sub-Sublandlord a security for deposit (the performance of the obligations of Tenant hereunder, either funds “Security Deposit”) in the amount of One Million, Five Hundred Thousand Dollars ($1,500,000) to assure the full and faithful performance by Sub-Subtenant of its obligations under this Sub-Sublease. The Security Deposit shall be in the form of an irrevocable stand-by letter of credit (the “Letter of Credit”) in the initial amount of One Million, Five Hundred Thousand Dollars ($1,500,000). If, at any time, all or any part of the Security Deposit is at any time in the form of cash (including any Deposited Funds as hereinafter defined and any amounts drawn under any Letter of Credit), Sub-Sublandlord agrees that such funds shall be the property of Sub-Subtenant, subject, however, to the right of the Sub-Sublandlord to hold, draw upon, use and/or apply such funds in accordance with this Sub-Sublease. If all or any portion of the Security Deposit is in the form of cash, Sub-Subtenant shall use its commercially reasonable efforts to cause a new or revised Letter or Letters of Credit to be issued within fifteen (15) days from any draw such that the full amount of the Security Deposit required hereunder is posted by Letter of Credit, but failure to cause such Letter(s) of Credit to be issued, after such efforts, shall not constitute a default under this Sub-Sublease. Any interest which shall accrue each year on the Security Deposit (if in the form of cash), shall not constitute a part of the Security Deposit, shall be the property of Sub-Subtenant and shall be paid to Sub-Subtenant annually on the last day of each year during the Sub-Sublease, and on termination of this Sub-Sublease, and until paid over to Sub-Subtenant, Sub-Sublandlord shall hold such interest in trust for the benefit of Sub-Subtenant. Except as provided below, the Security Deposit (whether temporarily in the form of cash or a Letter of Credit in the amount of $1,500,000, or a combination of both cash and a Letter of Credit provided Landlord holds $1,500,000 in security. At any time during this Lease, Tenant may replace the Letter of Credit or a portion thereof with cash. Tenant’s failure to timely deliver the Letter of Credit to Landlord shall constitute an Event of Default under this Lease. The Letter of Credit: (i) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord, it being acknowledged that Silicon Valley Bank, NA maintained in effect until the date (the “SD Expiration Date”) which is hereby approved for such purposes; (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating the Landlord is authorized pursuant to this Lease to draw under the Letter of Credit; (iii) shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease; (iv) shall be for an initial term of not less than one (1) year and contain a provision that such term shall be automatically renewed for successive one (1) year periods unless the issuer shall, at least thirty (30) days prior to the scheduled expiration date, give Landlord notice of such non-renewal; (v) shall allow for notice of a pending draw by facsimile, provided that the original Letter of Credit is produced prior to any draw; and (vi) shall otherwise be in commercially reasonable form and substance acceptable to Landlord. Landlord shall be entitled to draw upon the Letter of Credit for the amount reasonably necessary to compensate Landlord for actual, direct damages incurred by Landlord as a result of Tenant’s default (i) if Tenant commits or allows to exist an Event of Default under the Lease after the expiration of all applicable notices or cure periods, or (ii) if, not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Section 27 of this Lease (which failure shall be deemed an Event of Default without notice or cure period). Landlord shall be obligated to apply the amount so drawn to the extent necessary to cure Tenant’s default or Event of Default under the Lease. After any such application by Landlord of the Letter of Credit, Tenant shall reinstate the Letter of Credit to the amount required to be maintained hereunder, upon written demand. Within thirty (30) days after the expiration or sooner termination of the Term, the Letter of Credit, to the extent not applied, this Sub-Sublease. The Security Deposit held by Sub-Sublandlord shall be returned to Sub-Subtenant on the Tenant, without interest. If, at any time, the financial condition of the issuer of the Letter of Credit changes in any materially adverse way, as determined by Landlord in good faith, then Tenant shall, within date which is thirty (30) days after the expiration or termination of notice from Landlordthis Sub-Sublease, deliver less any portion of the Security Deposit which Sub-Sublandlord has drawn upon and/or utilized in accordance with the provisions of Section 6. Notwithstanding anything to Landlord the contrary in this Section 6, Sub-Sublandlord shall accept a replacement Letter of Credit which otherwise meets from Xxxxx Fargo Bank substantially in the requirements form of this Lease. In addition, if such issuer is insolvent or placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for such issuer, then, effective as of the date of such occurrence, the Letter of Credit shall be deemed to not meet the requirements of this Section 27 and Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. Tenant’s failure to deliver any required replacement Letter of Credit shall constitute an Event of DefaultExhibit D attached hereto.

Security Deposit Letter of Credit. By August 1, 2016, As additional security for the full and as a condition to prompt performance by Tenant of the effectiveness terms and covenants of this Lease, Tenant shall deliver to LandlordLandlord simultaneously with the execution of this Lease, as security for and shall maintain throughout the performance Term, an unconditional and irrevocable letter of credit (the obligations "Letter of Tenant hereunder, either funds Credit") in the amount of $1,500,000the Security Deposit (as defined in Section 11 of the Fundamental Lease Provisions). The Letter of Credit shall be in the form of Exhibit "C" attached hereto and shall be issued by First National Bank of Maryland or such other national bank approved in writing by Landlord, in its sole discretion. If at any time during the Term Tenant defaults in the performance of any of its obligations hereunder, Landlord shall have the right to draw upon the Letter of Credit to satisfy such obligations including, without limitation, any damages to which Landlord is entitled pursuant to Section 15 hereof. If any portion of the Letter of Credit is used, applied or a retained by Landlord, Tenant shall, upon demand, reinstate the Letter of Credit in the full amount of $1,500,000the Security Deposit, or a combination of both cash and a Letter of Credit provided Landlord holds $1,500,000 in security. At any time during this Lease, Tenant may replace the Letter of Credit or a portion thereof with cash. Tenant’s 's failure to timely deliver the Letter of Credit to Landlord do so shall constitute an Event of Default a default under this LeaseLease for which Tenant shall not be entitled to notice or an opportunity to cure. The Letter of Credit: (i) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord, it being acknowledged that Silicon Valley Bank, NA is hereby approved for such purposes; (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating the Landlord is authorized pursuant to this Lease to draw under the Letter of Credit; (iii) shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease; (iv) shall be for an initial term of not less No later than one (1) year and contain a provision that such term shall be automatically renewed for successive one (1) year periods unless the issuer shall, at least thirty (30) days prior to the scheduled expiration date, give Landlord notice of such non-renewal; (v) shall allow for notice of a pending draw by facsimile, provided that the original any Letter of Credit is produced prior then deposited hereunder, Tenant shall replace or renew the existing Letter of Credit meeting all of the requirements set forth herein extending the maturity date thereof for one (1) year. In the event that Tenant fails to any draw; and (vi) shall otherwise be in commercially reasonable form and substance acceptable timely provide such substitute Letter of Credit or amendment to Landlord. the existing Letter of Credit, Landlord shall be entitled to draw upon the Letter of Credit for the entire amount reasonably necessary to compensate Landlord for actual, direct damages incurred by Landlord as a result of Tenant’s default (i) if Tenant commits or allows to exist an Event of Default under the Lease after the expiration of all applicable notices or cure periods, or (ii) if, not less than thirty (30) days before the scheduled expiration of the Letter of Credit. If Tenant fully and faithfully performs every term and covenant of this Lease during the Term, Tenant has not delivered to Landlord a new the Letter of Credit in accordance with this Section 27 of this Lease (which failure shall be deemed an Event returned to Tenant after the expiration of Default without notice the Term. Landlord may assign and deliver the Letter of Credit to any purchaser or cure period). successor of Landlord's interest in the Building, in which event Landlord shall be obligated discharged from any further liability with respect to apply the Letter of Credit. The Letter of Credit shall not be construed as liquidated damages, and if Landlord's claims hereunder exceed the amount so drawn to the extent necessary to cure Tenant’s default or Event of Default under the Lease. After any such application by Landlord of the Letter of Credit, Tenant shall reinstate remain liable for the Letter of Credit to the amount required to be maintained hereunder, upon written demand. Within thirty (30) days after the expiration or sooner termination of the Term, the Letter of Credit, to the extent not applied, shall be returned to the Tenant, without interest. If, at any time, the financial condition of the issuer of the Letter of Credit changes in any materially adverse way, as determined by Landlord in good faith, then Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. In addition, if such issuer is insolvent or placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for such issuer, then, effective as of the date balance of such occurrence, the Letter of Credit shall be deemed to not meet the requirements of this Section 27 and Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. Tenant’s failure to deliver any required replacement Letter of Credit shall constitute an Event of Defaultclaims.

Security Deposit Letter of Credit. By August 1, 2016, and as a condition to the effectiveness 2.5.1 Within three (3) Business Days of Tenant’s execution of this Lease, and in lieu of a cash security deposit, Tenant shall deliver to Landlord, as security for provide a letter of credit (the performance “Letter of the obligations of Tenant hereunder, either funds Credit”) in the amount of $1,500,000, or a set forth as the “Security Deposit/Letter of Credit Credit” in the amount of $1,500,000, or a combination of both Basic Lease Information. Any cash and a Letter of Credit provided Landlord holds $1,500,000 in security. At any time during this Lease, Tenant may replace security deposit drawn from the Letter of Credit or a portion thereof may be mingled with cash. Tenant’s failure other funds of Landlord and no fiduciary relationship shall be created with respect to timely deliver the Letter of Credit such deposit, nor shall Landlord be liable to Landlord shall constitute an Event of Default under this Leasepay Tenant interest thereon. The Letter of Credit: (i) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord, it being acknowledged that Silicon Valley Bank, NA is hereby approved for such purposes; (ii) shall require only the presentation to the issuer of a certificate of the holder initial amount of the Letter of Credit stating the Landlord is authorized pursuant to this Lease to draw under the Letter of Credit; (iii) shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of determined using Landlord’s interest in reasonable estimate of the Base Rent at the time of the execution of the Lease; (iv) shall be for an initial term of not less than one (1) year , and contain a provision that such term shall be automatically renewed for successive one (1) year periods unless the issuer shall, at least thirty (30) days prior to the scheduled expiration date, give Landlord notice of such non-renewal; (v) shall allow for notice of a pending draw by facsimile, provided that the original Letter of Credit is produced prior to any draw; and (vi) shall otherwise be in commercially reasonable form and substance acceptable to Landlord. Landlord shall be entitled to draw upon the Letter of Credit for the amount reasonably necessary to compensate Landlord for actual, direct damages incurred by Landlord as a result of Tenant’s default (i) if Tenant commits or allows to exist an Event of Default under the Lease after the expiration of all applicable notices or cure periods, or (ii) if, not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Section 27 of this Lease (which failure shall be deemed an Event of Default without notice or cure period). Landlord shall be obligated to apply the amount so drawn to the extent necessary to cure Tenant’s default or Event of Default under the Lease. After any such application by Landlord of the Letter of Credit, Tenant shall reinstate the Letter of Credit to the amount required to be maintained hereunder, upon written demand. Within within thirty (30) days after the expiration or sooner termination delivery of the Term, the Letter of Credit, to the extent not applied, shall be returned to the Tenant, without interest. If, at any time, the financial condition of the issuer of the Letter of Credit changes in any materially adverse way, as determined by Landlord in good faith, then Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. In addition, if such issuer is insolvent or placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for such issuer, then, effective as of the date of such occurrence, Final Calculation Notice the Letter of Credit shall be deemed modified or reissued in the required amount as determined using the Base Rent set forth in the Final Calculation Notice. Provided that Tenant has not assigned its interest in this Lease (other than with respect to not meet a Permitted Transfer) and there is no uncured Event of Default, on each of (i) the requirements second (2nd) anniversary of the Commencement Date, and (ii) the fourth (4th) anniversary of the Commencement Date, and (iii) the date when Tenant has either commenced the Tenant Improvements for the Day 2 Space in accordance with the Work Letter or the parties have otherwise entered into a mutually agreeable modification to this Section 27 Lease that eliminates Tenant’s phasing of the Tenant Improvements such that the entire Premises is fit-out in one phase, Tenant may notify Landlord in writing (the “Reduction Request”) and Tenant shall, within thirty (30) days request the reduction of notice from Landlord, deliver to Landlord a replacement the Letter of Credit which otherwise meets Credit. The amount of reduction of the requirements of this Lease. Tenant’s failure to deliver any required replacement Letter of Credit shall constitute be (A) equal to two (2) months of the initial Base Rent for each of the conditions described in clauses (i) and (ii) in the foregoing sentence, and (B) an Event amount equal to the Day 2 Improvements Security for the condition described in clause (iii) of Defaultthe foregoing sentence (in each case, the “Reduction Amount”). Provided that the applicable conditions above have been satisfied at the time Landlord receives a Reduction Request, Landlord shall instruct the Bank, within sixty (60) days after Landlord’s receipt of the Reduction Request, that the Letter of Credit may be reduced by the applicable Reduction Amount. In no event shall the Letter of Credit be reduced to an amount less than six (6) months of the initial Base Rent.

Security Deposit Letter of Credit. By August 1, 2016The parties agree that on or before the Commencement Date, and subject to adjustment as a condition to the effectiveness of this Leaseset forth below, Tenant shall deliver to Landlord, as Landlord a security for the performance of the obligations of Tenant hereunder, either funds deposit in the amount of nine times the initial Monthly Rental (the “Security Deposit”); i.e., $1,500,000, or 5,693,541.75. In lieu of depositing a Letter of Credit in the amount of $1,500,000, or a combination of both cash and a Letter of Credit provided Landlord holds $1,500,000 in security. At any time during this LeaseSecurity Deposit with Landlord, Tenant may replace the Letter of Credit or a portion thereof provide Landlord with cash. Tenant’s failure to timely deliver the Letter of Credit to Landlord shall constitute an Event of Default under this Lease. The Letter of Credit: (i) shall be irrevocable and shall be issued by a commercial bank transferable standby letter of credit in accordance with the rules of ISP98 (or such other commonly accepted rules governing standbys reasonably acceptable to Landlord) in a form and issued by a financial institution reasonably acceptable to Landlord (“Letter of Credit”), it being acknowledged that Silicon Valley Bank, NA is hereby approved for such purposes; (ii) shall require only the presentation to the issuer of a certificate of the holder of the which Letter of Credit stating the Landlord is authorized pursuant to this Lease to draw under the Letter of Credit; (iii) shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease; (iv) shall be must automatically extend for an initial term of not less than one (1) year and contain a provision that such term shall be automatically renewed for successive one (1) minimum one-year periods unless the issuer shallunless, at least thirty (30) 60 days prior to the scheduled expiration dateexpiration, give Landlord receives written notice of such non-renewal; (v) shall allow for notice of a pending draw by facsimile, provided that the original Letter of Credit is produced prior to any draw; and (vi) shall otherwise be in commercially reasonable form and substance acceptable to Landlord. Landlord shall be entitled to draw upon the Letter of Credit for the amount reasonably necessary to compensate Landlord for actual, direct damages incurred by Landlord as a result of Tenant’s default (i) if Tenant commits or allows to exist an Event of Default under the Lease after the expiration of all applicable notices or cure periods, or (ii) if, not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Section 27 of this Lease (which failure shall be deemed an Event of Default without notice or cure period). Landlord shall be obligated to apply the amount so drawn to the extent necessary to cure Tenant’s default or Event of Default under the Lease. After any such application by Landlord of the Letter of Credit, Tenant shall reinstate the Letter of Credit to the amount required to be maintained hereunder, upon written demand. Within thirty (30) days after the expiration or sooner termination of the Term, the Letter of Credit, to the extent not applied, shall be returned to the Tenant, without interest. If, at any time, the financial condition of from the issuer of the Letter of Credit changes in any materially adverse way, as determined by Landlord in good faith, then Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. In addition, if such issuer is insolvent or placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for such issuer, then, effective as of the date of such occurrence, that the Letter of Credit shall will not be deemed extended for at least a one-year period (a “Non-Renewal Notice”). Landlord may draw the Letter of Credit in part or in full in the event of any uncured default by Tenant or to not meet pay for any Tenant obligations under this Lease or in the requirements event Landlord receives a Non-Renewal Notice. To the extent Landlord draws more funds on the Letter of Credit than can be applied to obligations then due or payable to Landlord, the excess will be held by Landlord as a cash Security Deposit subject to the terms and conditions of this Section 27 4.7. Within 10 business days after Landlord’s request, and at Landlord’s sole cost, Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement shall cause the Letter of Credit which otherwise meets to be re-issued or transferred to any buyer or lender of Landlord or to be replaced if it is lost, mutilated, stolen, or destroyed (provided that in the requirements case of this Leasea loss, mutilation, theft, or destruction, Landlord may be required as a condition of such replacement to sign the standard “lost instrument affidavit and indemnity” or similar agreement on the issuing bank’s standard form as a condition to replacement). Tenant’s failure to deliver any required replacement Tenant shall ensure that, on each third Adjustment Date throughout the Term (as it may be extended), the sum of the unexpended portion of the Security Deposit plus the balance of the Letter of Credit shall constitute an Event of Defaultequals nine times the then applicable Monthly Rental.

Security Deposit Letter of Credit. By August 1Tenant has paid to Landlord upon --------------------------------- signing this Lease the Security Deposit as described in Section 1(l) as security for Tenant's performance of all obligations hereunder. The Deposit may be held by Landlord in such manner as it shall elect and Landlord shall be entitled to any interest which accrues on the Deposit. Following an Event of Default by Tenant, 2016Landlord may, at its option, require Tenant to increase its Security Deposit (such required increase not to exceed an amount equal to the then-current monthly rent payable by Tenant hereunder) and to fund such increase within ten (10) days of Landlord's notice to Tenant to increase the Security Deposit. Further, in the event of a default by Tenant, Landlord may, at its option, apply all or any part of the Deposit to cure the default, and as a condition thereupon Tenant shall immediately redeposit with Landlord the amount so applied in order that Landlord will always have the full Deposit on hand during the term of this Lease. Upon the termination of this Lease, provided that Tenant is not in default hereunder, Landlord shall refund to Tenant any of the remaining balance of the Deposit subject to final adjustments for payment of any rental required by this Lease. If the Building is sold, Landlord shall have the right to transfer the Deposit to the effectiveness new owner, and upon the new owner's express assumption of the obligations for the Deposit required by this Lease, Landlord shall thereupon be released from all liability for such Deposit, and Tenant thereafter shall look only to the new owner for such Deposit. The terms hereof shall apply to every transfer of the Deposit. Upon Tenant's execution of this Lease, Tenant shall deliver to LandlordLandlord additional security in the form of an irrevocable, as security for unconditional letter of credit (the performance "Letter of the obligations of Tenant hereunder, either funds Credit") in the amount of $1,500,000, or a Letter of Credit set forth below for Landlord's consideration in the amount of $1,500,000, or a combination of both cash and a Letter of Credit provided Landlord holds $1,500,000 in security. At any time during entering into this Lease. In the event of an Event of Default by Tenant, Tenant may replace the Letter of Credit or a portion thereof with cash. shall be drawn upon to satisfy Tenant’s failure to timely deliver the Letter of Credit to Landlord shall constitute an Event of Default 's obligations under this Lease. The Letter of Credit: (i) shall Credit must be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord as to form, content, and issuing bank, (it being agreed that the form attached hereto as Exhibit "G" is acceptable to Landlord), must ---------- not require any documentation other than a sight draft in order to be drawn/valued upon and must contain an explicit waiver by the issuing bank of any statutory, UCP or other rights to delay or defer payment upon demand including, but not limited to, a waiver of such rights as are set forth in Article 5, Section 5-112(1)(a) and (b) of the Uniform Commercial Code and in Article 13-B of the Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication Number 500, including any amendments and revisions thereto. The Letter of Credit shall be for a period of five (5) years, or alternatively shall be for five (5) successive periods of one (1) year each with a provision that if a renewal Letter of Credit is not delivered to Landlord within sixty (60) days of the date of expiry on the Letter of Credit, Landlord may draw it down. The Letter of Credit must also provide that the issuing bank, upon any presentation of a draft (at sight) for valuation thereon, shall honor such draft by promptly delivering the amount of the draft, by official bank or cashier's check to Landlord or, at Landlord's sole option, by promptly wiring federal funds in the amount of the draft into such account(s) as Landlord may specifically direct in writing. The Letter of Credit must name Landlord, it being acknowledged that Silicon Valley Bankits successors and assigns, NA is hereby approved as the beneficiary of said Letter of Credit. All costs for such purposes; the issuance (iior reissuance as required by Landlord in the event of Landlord's sale of the Building) of said Letter of Credit shall require only be paid by Tenant. In the presentation event of Landlord's sale of the Building, Tenant shall cooperate with Landlord in having the Letter of Credit reissued to the issuer new property owner. Required Amounts of the Letter of Credit: Lease Year 1: $359,933.33 2: $287,946.66 3: $215,960.00 4: $143,973.33 5: $ 71,986.66 Notwithstanding the foregoing, in the event of a certificate of Tenant default hereunder, the holder required amount of the Letter of Credit stating shall remain at its then-existing face amount and shall not be reduced as hereinabove described from and after the Landlord date of such Tenant default unless and until such default is authorized pursuant to this Lease to draw under cured by Tenant within the applicable cure period. Upon the occurrence of an Event of Default by Tenant hereunder, the required amount of the Letter of Credit; (iii) Credit shall be payable to Landlord and remain at its successors in interest as the Landlord then-existing face amount and shall not be freely transferable reduced as hereinabove described unless and until Tenant cures such Event of Default and thereafter resumes and maintains the full and complete performance of all of its obligations under this Lease (without cost to any such successor or any lender holding a collateral assignment subsequent Event of Landlord’s interest in the Lease; (ivDefault) shall be for an initial term a period of not less than one (1) year and contain a provision that such term shall be automatically renewed for successive one (1) year periods unless following the issuer shalldate of the initial Event of Default, at least thirty (30) days prior to the scheduled expiration date, give Landlord notice of such non-renewal; (v) shall allow for notice of a pending draw by facsimile, provided that the original Letter of Credit is produced prior to any draw; and (vi) shall otherwise be in commercially reasonable form and substance acceptable to Landlord. Landlord shall be entitled to draw upon the Letter of Credit for the amount reasonably necessary to compensate Landlord for actual, direct damages incurred by Landlord as a result of Tenant’s default (i) if Tenant commits or allows to exist an Event of Default under the Lease after the expiration of all applicable notices or cure periods, or (ii) if, not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Section 27 of this Lease (which failure shall be deemed an Event of Default without notice or cure period). Landlord shall be obligated to apply the amount so drawn to the extent necessary to cure Tenant’s default or Event of Default under the Lease. After any such application by Landlord of the Letter of Credit, Tenant shall reinstate the Letter of Credit to the amount required to be maintained hereunder, upon written demand. Within thirty (30) days after the expiration or sooner termination of the Term, the Letter of Credit, to the extent not applied, shall be returned to the Tenant, without interest. If, at any time, the financial condition required amount of the issuer of the Letter of Credit changes in any materially adverse way, as determined by Landlord in good faith, then Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. In addition, if such issuer is insolvent or placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for such issuer, then, effective as of the date of such occurrence, the Letter of Credit shall be deemed to not meet the requirements of this Section 27 and Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. Tenant’s failure to deliver any required replacement Letter of Credit shall constitute an Event of Defaultreduced as hereinabove described.

Security Deposit Letter of Credit. By August 1, 2016, and as a condition to the effectiveness of this Lease, Tenant shall deliver to Landlord, as security for the performance of the obligations of Tenant hereunder, either funds in the amount of $1,500,000, or deposit with Landlord a Letter of Credit in the amount of $1,500,000the Security Deposit and form hereafter described (the "Letter of Credit") to be held and, or a combination as applicable, presented and drawn upon and the proceeds thereof retained and applied by Landlord as security for the faithful payment, performance and observance by Tenant of both cash the terms, covenants, provisions, conditions and a agreements of Tenant under and pursuant to this Lease. It is agreed and understood that Landlord may present for payment and draw upon the Letter of Credit provided and Landlord holds $1,500,000 in security. At may use, apply or retain the whole or any time during part of the amounts available to be drawn under the Letter of Credit to the extent required for the payment of any Annual Fixed Rent, Additional Rent or any other sum which Landlord may expend or be entitled to the payment of by reason of any failure of Tenant to pay, perform or observe any term, covenant, condition or provision of this Lease, including without limitation, any late charges, interest payments or any damages or deficiency in the re-letting of the Premises whether said damages or deficiency occurred before or after termination of this Lease, summary proceedings or other re-entry by Landlord. If Landlord shall present, draw upon and apply or retain all or any portion of the amounts evidenced by the Letter of Credit, Tenant may replace shall immediately replenish and reinstate the amount available to be drawn under the Letter of Credit or cause a portion thereof with cash. Tenant’s failure to timely deliver the substitute Letter of Credit to Landlord shall constitute an Event of Default under this Lease. The Letter of Credit: (i) shall be irrevocable in the form and shall be issued amount required by a commercial bank reasonably acceptable to Landlord, it being acknowledged that Silicon Valley Bank, NA is hereby approved for such purposes; (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating the Landlord is authorized pursuant to this Lease to draw under be re-issued so that at all times during the Letter Term of Credit; (iii) shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the this Lease; (iv) shall be for an initial term of not less than one (1) year and contain a provision that such term shall be automatically renewed for successive one (1) year periods unless the issuer shall, at least thirty (30) days prior to the scheduled expiration date, give Landlord notice of such non-renewal; (v) shall allow for notice of a pending draw by facsimile, provided that the original Letter of Credit is produced prior to any draw; and (vi) shall otherwise be in commercially reasonable form and substance acceptable to Landlord. Landlord shall be entitled to draw upon the Letter of Credit for the entire dollar amount reasonably necessary to compensate Landlord for actual, direct damages incurred by Landlord as a result of Tenant’s default (i) if Tenant commits or allows to exist an Event of Default under the Lease after the expiration of all applicable notices or cure periods, or (ii) if, not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Section 27 of this Lease (which failure shall be deemed an Event of Default without notice or cure period). Landlord shall be obligated to apply the amount so drawn to the extent necessary to cure Tenant’s default or Event of Default under the Lease. After any such application by Landlord of the Letter of Credit, Tenant shall reinstate the Letter of Credit to the amount required to be maintained hereunder, upon written demand. Within thirty (30) days after the expiration or sooner termination of the Term, the Letter of Credit, to the extent not applied, shall be returned to the Tenant, without interest. If, at any time, the financial condition of the issuer of the Letter of Credit changes in the amounts required hereunder notwithstanding any materially adverse way, as determined by Landlord in good faith, then Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement prior presentation and draw thereon. The Letter of Credit which otherwise meets must at all times be an unconditional and irrevocable clean commercial Letter of Credit in the requirements amount of the Security Deposit required by this LeaseLease (partial drawings being permitted) and payable through a National Bank, acceptable to Landlord in Landlord's sole discretion which, at all times, maintains an office in Boston, Massachusetts where the Letter of Credit may be presented for payment. In addition, if such issuer is insolvent or placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for such issuer, then, effective as of the date of such occurrence, the Letter of Credit shall be deemed payable solely to not meet the requirements benefit of the Landlord from time to time under this Lease and shall be automatically renewable and, upon the direction of Landlord, transferable to and payable for the benefit of any successor Landlord under the Lease. The Letter of Credit (or substitutes thereof consistent with the terms hereof) shall be and remain presentable and payable for the time period beginning on the date of this Section 27 Lease through and including the date (the "LC Return Date") which is the last to occur of (i) the date which is 60 days after the last day of the Term of this Lease or (ii) the date which is 60 days after the date of delivery of the entire Premises to Landlord in accordance with the terms and provisions of this Lease or (iii) 60 days after the last of Tenant's monetary obligations to Landlord under this Lease have been satisfied in full (except if the only monetary obligation to Landlord which has not been fulfilled is the final reconciliation of Operating Cost Escalation or Real Estate Tax Escalation allocable to the stated final Lease Year of the Original Term or any extension thereof then so long as Tenant shall pay Landlord an amount on account thereof as estimated by Landlord upon request of Tenant (referring to this provision then such monetary obligation shall, for purposes of this clause (iii) only be deemed satisfied in full). Tenant shall bear all costs and expenses in connection with procuring the Letter of Credit and maintaining it in full force and effect for the time periods required hereunder. In the event of a sale or other transfer of the Building, Tenant shall, within thirty (30) days of notice from Landlordat its sole cost and expense, deliver to Landlord a replacement cause the Letter of Credit which otherwise meets Credit, in the requirements form required hereunder, to be issued to and for the benefit of this Lease. Tenant’s failure to deliver any required replacement Letter of Credit shall constitute an Event of Defaultsuch transferee or purchaser, as designated by Landlord.

Security Deposit Letter of Credit. By August 1Tenant shall deposit, 2016with Landlord, and as a condition to the effectiveness of upon signing this Lease, Tenant shall deliver a Letter of Credit in the form of Exhibit D, issued from a reputable, commercial banking institution reasonably acceptable to Landlord, as security for Tenant's payment of the Rent and Tenant's faithful performance of its obligations under this Lease. If at any time during the Term, Tenant defaults in the performance of the obligations any provisions of Tenant hereunderthis Lease, either funds in the amount of $1,500,000Landlord may, but shall not be required, to use, apply or a draw down such Letter of Credit (and any monies theretofore paid by Tenant to Landlord, whether as advanced Rent or otherwise), or so much thereof as necessary, to pay any Rent in default, or to reimburse any expense or damages incurred by Landlord by reason of Tenant's default. . In either such event, Tenant shall, on written demand of Landlord, immediately remit to Landlord a sufficient amount in cash to restore the full amount of Landlord's security hereunder to the then applicable balance required by Exhibit D of this Lease. Within sixty (60) days after the end of the third Lease Year, and in the amount of $1,500,000, or a combination of both cash and a event such Letter of Credit has not been entirely utilized as provided above, Landlord holds $1,500,000 in security. At any time during this Lease, Tenant may replace the will return such Letter of Credit or a portion thereof with cashto Tenant. Tenant’s failure to timely Landlord will deliver the Letter of Credit to the purchaser of Landlord's interest in the Demised Premises in the event such interest is sold, and at that time Landlord shall constitute an Event of Default under this Lease. The Letter of Credit: (i) shall will be irrevocable and shall be issued by a commercial bank reasonably acceptable discharged from further liability with respect to Landlord, it being acknowledged that Silicon Valley Bank, NA is hereby approved for such purposes; (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating the Landlord is authorized pursuant to this Lease to draw under the Letter of Credit; (iii) shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any or, if such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease; (iv) shall be for an initial term of not less than one (1) year and contain a provision that such term shall be automatically renewed for successive one (1) year periods unless the issuer shall, at least thirty (30) days prior to the scheduled expiration date, give Landlord notice of such non-renewal; (v) shall allow for notice of a pending draw by facsimile, provided that the original Letter of Credit is produced prior to any draw; and (vi) shall otherwise cannot be in commercially reasonable form and substance acceptable to Landlord. assigned, Landlord shall be entitled return same to draw upon the Tenant and Tenant shall thereupon reissue a replacement Letter of Credit for in favor of Landlord's designated transferee). Notwithstanding the amount reasonably necessary to compensate provisions of this Section, if the claims of the Landlord for actual, direct damages incurred by Landlord as a result of Tenant’s default (i) if Tenant commits or allows to exist an Event of Default under the Lease after the expiration of all applicable notices or cure periods, or (ii) if, not less than thirty (30) days before the scheduled expiration of exceed the Letter of Credit, Tenant has not delivered to Landlord a new will remain liable for the balance of such claims. The Letter of Credit in accordance with this Section 27 of this Lease (which failure required hereunder shall be deemed an Event of Default without notice or cure period). Landlord shall be obligated to apply the amount so drawn to the extent necessary to cure Tenant’s default or Event of Default under the Lease. After any such application by Landlord of the Letter of Creditexpire on December 30, Tenant shall reinstate the Letter of Credit to the amount required to be maintained hereunder, upon written demand. Within thirty (30) days after the expiration or sooner termination of the Term, the Letter of Credit, to the extent not applied, shall be returned to the Tenant, without interest. If, at any time, the financial condition of the issuer of the Letter of Credit changes in any materially adverse way, as determined by Landlord in good faith, then Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. In addition, if such issuer is insolvent or placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity1997, or if a trustee, receiver or liquidator is appointed for be automatically renewable on an annual basis to such issuer, then, effective date as of the date of such occurrence, the Letter of Credit shall be deemed to not meet the requirements of this Section 27 and Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. Tenant’s failure to deliver any required replacement Letter of Credit shall constitute an Event of Default.provided in Exhibit D.

Security Deposit Letter of Credit. By August 1, 2016, and as a condition to As additional security for the effectiveness performance of its obligations under this Lease, Tenant shall deliver deposit with Landlord an Evergreen, Sight-Drawn, Irrevocable Standby Letter of Credit drawn on Custodial Trust Company or such other nationally registered commercial ban rated at least “A” by Standard and Poor’s, “A2” by Xxxxx’x or “A” by Fitch, permitting multiple partial draws and transfers without charge and otherwise in form and substance reasonably acceptable to Landlord and Landlord, ’s Mortgagee (“Letter of Credit” as security for the performance of the obligations of Tenant hereunder, either funds attached as Exhibit “G”) in the amount of Five Million Dollars ($1,500,000, or a Letter of Credit in the amount of $1,500,000, or a combination of both cash and a Letter of Credit provided Landlord holds $1,500,000 in security5,000,000). At any time during this Lease, Tenant In no event may replace the Letter of Credit be drawn upon without Landlord (or a portion thereof with cash. TenantLandlord’s failure Mortgagee) establishing it has provided to timely deliver the Letter of Credit to Landlord shall constitute issuer Landlord’s (or Landlord’s Mortgagee’s) certified statement that an Event of Default under this has occurred and a notice of default has been delivered to Tenant and that 5 days have expired after service of the Notice of Default without cure. The Letter of Credit shall be in effect throughout the Term of the Lease. The Letter of Credit: (i) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord, it being acknowledged that Silicon Valley Bank, NA is hereby approved for such purposes; (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating the Landlord is authorized pursuant to this Lease to draw under the Letter of Credit; (iii) shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease; (iv) shall be for an initial term of not less than one (1) year and contain a provision year. Tenant agrees that such term shall be automatically renewed for successive one (1) year periods unless the issuer it shall, at least thirty from time to time, as necessary, renew or replace the original and any substitute Letter of Credit not less than sixty (3060) days prior its stated expiration date so that the Letter of Credit wil remain in full force and effect until the end of the Lease term. The Letter of Credit may at Landlord’s option be transferred to Landlord’s Mortgagee and its successors and/or assigns or may be issued in the name of Landlord and Landlord’s Mortgagee, which Letter of Credit shall serve as additional collateral for the loan (free and clear of any claim of Tenant to such Letter of Credit or the proceeds thereof) secured by the Mortgage. The cost of any transfer fee payable to the scheduled expiration dateissuer of the Letter of Credit shall be paid by Tenant. Provided that Tenant is not in default, give Landlord notice at such time that deCODE Genetics, Inc.’s consolidated financial statement establishes that it has operated at a net profit during any four consecutive quarterly periods during the Term, as reported to the Securities and Exchange Commission on the Form 10Q, the amount of the Letter of Credit shall be reduced to Four Milion Dollars ($4,000,000). In addition, if at any time from and after the beginning of the tenth years of the Term, in the event deCODE Genetics, Inc. has achieved from its operations over a full 12 month period a “BB” (stable) credit rating as reported by Standard and Poor’s or such non-renewal; (v) other similar credit rating from a nationally recognized credit rating service, Tenant shall allow for notice no longer be required to maintain the Letter of a pending draw by facsimile, provided that Credit after the original end of the 120th month of the Term. In the event the Letter of Credit is produced prior to any draw; still in effect at the end of the sixteenth year of the Term and (vi) shall otherwise be Tenant is not in commercially reasonable form and substance acceptable to Landlord. Landlord shall be entitled to draw upon default of the Lease, the amount of the Letter of Credit for shall be reduced to Three Million Dollars ($3,000,000). Upon the amount reasonably necessary to compensate Landlord for actual, direct damages incurred by Landlord as a result occurrence of Tenant’s default (i) if Tenant commits or allows to exist an Event of Default under the terms of the Lease after and delivery of a notice of default to Tenant (a “Draw Event”), Landlord (or Landlord’s Mortgagee) will have the expiration right to draw the entire balance of the Letter of Credit and the proceeds thereof shall be disbursed as provided in any agreement between Landlord and Landlord’s Mortgagee. The cash proceeds from the Letter of Credit wil be maintained in a separate interest bearing account, with the interest added to and made a par of the separate account, provided, however, if the cash proceeds are held by Landlord’s Mortgagee, the cash proceeds do not need to be maintained by Landlord’s Mortgagee in a separate account but the amount of the cash proceeds, and the interest thereon, must be accounted separately. Upon a Draw Event, Landlord or Landlord’s Mortgagee may use all applicable notices or cure periodsa portion of the cash proceeds of the Letter of Credit to fully fund any reserve required under the terms of any agreement between Landlord and Landlord’s Mortgagee and to reimburse Landlord for any losses relating to the default, or (ii) if, including but not less than thirty (30) days before limited to lost Rent and all costs associated with retenanting the scheduled expiration Premises. Upon a Draw Event and disbursement of the proceeds of the Letter of Credit, Tenant has not delivered waives and shall possess no claim of any kind against Landlord’s Mortgagee or its successors and/or assigns for amounts disbursed from the account to Landlord a new Letter Landlord’s Mortgagee or for the payment of Credit in accordance with this Section 27 of this Lease (costs for which failure shall be deemed an Event of Default without notice or cure period). Landlord shall be obligated to apply the amount so drawn to the extent necessary to cure Tenant’s default or Event of Default Tenant would have been responsible under the terms of the Lease. After , or against funds held by Landlord’s Mortgagee under the terms of any such application by agreement between Landlord and Landlord’s Mortgagee, provided, however, that Landlord and Landlord’s Manager, Xxxxxxx Xxxxxxx, shall execute and deliver to Tenant a limited guaranty in the form of Exhibit H. If Landlord’s damages as a result of the default are less than the cash proceeds of the Letter of Credit, Tenant may maintain a separate action personally against Landlord (but not Landlord’s Mortgagee or its successors and/or assigns if it shall reinstate the Letter of Credit succeed to the amount required to be maintained hereunder, upon written demandinterests of Landlord) for such amount. Within thirty (30) days after the expiration or sooner termination If Landlord’s damages as a result of the Term, default are more than the cash proceeds of the Letter of Credit, the Tenant and Guarantor’s liability for damages wil not, however, be limited to the extent not applied, shall be returned to the Tenant, without interest. If, at any time, the financial condition of the issuer amount of the Letter of Credit changes in any materially adverse way, as determined but shall include all damages actually suffered by Landlord in good faith, then Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord as a replacement Letter of Credit which otherwise meets the requirements of this Lease. In addition, if such issuer is insolvent or placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for such issuer, then, effective as result of the date uncured event of such occurrence, the Letter of Credit shall be deemed to not meet the requirements of this Section 27 and Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. Tenant’s failure to deliver any required replacement Letter of Credit shall constitute an Event of Defaultdefault.

Security Deposit Letter of Credit. By August 1, 2016, and as a condition to the effectiveness (a) Upon execution of this LeaseSublease, Tenant Sublessee shall deliver to LandlordSublessor a clean, as security for the performance unconditional, irrevocable, transferable letter of the obligations of Tenant hereunder, either funds credit in the amount of One Hundred Eighty Four Thousand Two Hundred Forty Three and 80/100 Dollars ($1,500,000184,243.80). (the “Letter of Credit”), or in form and issued by a financial institution (“Issuer”) satisfactory to Sublessor in its sole discretion, which Letter of Credit (and all sums drawn by Sublessor thereunder) shall constitute a security deposit to secure Sublessse’s obligations under this Sublease and the other Subleases (the “Security Deposit”). Sublessee hereby grants to Sublessor a security interest in the amount of $1,500,000, or a combination of both cash and a Letter of Credit provided Landlord holds $1,500,000 in security. At any time during this Lease, Tenant may replace the Letter of Credit or a portion and all proceeds, replacements and modifications thereof with cash. Tenantto secure Sublessee’s failure obligations herein, including without limitation, the obligation to timely deliver pay Rent, perform its insurance and indemnity obligation and to maintain and restore the Letter of Credit to Landlord shall constitute an Event of Default under this LeaseSubleased Premises. The Letter of Credit: Credit shall permit partial draws, and provide that draws thereunder will be honored upon receipt by Issuer (iat its offices in San Francisco, California or such other location that Sublessor shall approve in its sole discretion) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord, it being acknowledged that Silicon Valley Bank, NA is hereby approved for such purposes; (ii) shall require only the presentation to the issuer of a certificate of the holder original or a certified copy of the Letter of Credit accompanied by a written statement signed by Sublessor or its authorized agent stating the Landlord that Sublessor is authorized pursuant to this Lease entitled to draw under on the Letter of Credit; (iii) Credit pursuant to the terms of this Sublease. The Letter of Credit shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment have an expiration period of Landlord’s interest in the Lease; (iv) shall be for an initial term of not less than one (1) year and contain from the date of issuance but shall provide that it will automatically renew by its terms to a provision that such term shall be automatically renewed for successive one date which is sixty (160) year periods days following the Expiration Date of the Building 6 Sublease unless the issuer shall, at least thirty affirmatively cancelled by Issuer following not fewer than sixty (3060) days prior to the scheduled expiration date, give Landlord written notice of such non-renewal; (v) shall allow for notice of a pending draw by facsimile, provided that the original Letter of Credit is produced prior expiration or cancellation from Issuer to any draw; and (vi) shall otherwise be in commercially reasonable form and substance acceptable to LandlordSublessor. Landlord Sublessor shall be entitled to draw upon the Letter of Credit for the amount reasonably necessary in part or in full. All costs and expenses related to compensate Landlord for actual, direct damages incurred by Landlord as a result of Tenant’s default (i) if Tenant commits or allows to exist an Event of Default under the Lease after the expiration of all applicable notices or cure periods, or (ii) if, not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Section 27 of this Lease (which failure shall be deemed an Event of Default without notice or cure period). Landlord shall be obligated to apply the amount so drawn to the extent necessary to cure Tenant’s default or Event of Default under the Lease. After including any such application by Landlord of the Letter of Credit, Tenant shall reinstate the Letter of Credit to the amount required to be maintained hereunder, upon written demand. Within thirty (30) days after the expiration or sooner termination of the Term, the Letter of Credit, to the extent not appliedtransfer fees, shall be returned to the Tenant, without interest. If, at any time, the financial condition of the issuer of the Letter of Credit changes in any materially adverse way, as determined paid by Landlord in good faith, then Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. In addition, if such issuer is insolvent or placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for such issuer, then, effective as of the date of such occurrence, the Letter of Credit shall be deemed to not meet the requirements of this Section 27 and Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. Tenant’s failure to deliver any required replacement Letter of Credit shall constitute an Event of DefaultSublessee.

Security Deposit Letter of Credit. By August 1Notwithstanding Section 16.1 above, 2016instead of depositing cash with Landlord as the Security Deposit Tenant may, and as a condition to the effectiveness of this Leaseat its option, Tenant shall deliver to Landlord, as and for the Security Deposit, a clean, irrevocable, unconditional and negotiable commercial letter of credit (the "Letter of Credit") issued by and drawable upon SunTrust Bank or any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in Atlanta, Georgia (the "Issuing Bank"), which has outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for the performance any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of the obligations such rating by symbols such as "+" or "-" or numerical notation, "Aa" or better by Xxxxx'x Investors Service and "AA" or better by Standard & Poor's Rating Service, and has combined capital, surplus and undivided profits of Tenant hereunder, either funds in the amount of not less than $1,500,000, or a 500,000,000. Such Letter of Credit shall (a) name Landlord as beneficiary, (b) be in the full 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 in excess of $1,500,000500, or a combination and (f) otherwise be in form and content satisfactory to Landlord in its sole discretion. If upon any transfer of both cash and a the Letter of Credit provided Landlord holds Credit, any fees or charges in excess of $1,500,000 in security. At any time during this Lease500 shall be so imposed, then such fees or charges shall be payable solely by Tenant may replace and the Letter of Credit or a portion thereof with cashshall so specify. Tenant’s failure to timely deliver The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the first sixty (60) full calendar months of the Lease Term (and in no event shall the Letter of Credit expire prior to the last day of the sixty first (61st) full calendar month of the Lease Term) unless the Issuing Bank sends a notice (the "Non-Renewal Notice") to Landlord shall constitute an Event of Default under this Lease. The Letter of Credit: by certified mail, return receipt requested, not less than sixty (i60) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord, it being acknowledged that Silicon Valley Bank, NA is hereby approved for such purposes; (ii) shall require only days next preceding the presentation to the issuer of a certificate of the holder then expiration date of the Letter of Credit stating that the Landlord is authorized pursuant Issuing Bank has elected not to this Lease to draw under renew the Letter of Credit; (iii) shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease; (iv) shall be for an initial term of not less than one (1) year and contain a provision that such term shall be automatically renewed for successive one (1) year periods unless the issuer shall, at least thirty (30) days prior to the scheduled expiration date, give Landlord notice of such non-renewal; (v) shall allow for notice of a pending draw by facsimile, provided that the original Letter of Credit is produced prior to any draw; and (vi) shall otherwise be in commercially reasonable form and substance acceptable to Landlord. Landlord shall be entitled have the right, upon receipt of the Non-Renewal Notice, to draw upon the Letter of Credit for the full amount reasonably necessary to compensate Landlord for actual, direct damages incurred by Landlord as a result of Tenant’s default (i) if Tenant commits or allows to exist an Event of Default under the Lease after the expiration of all applicable notices or cure periods, or (ii) if, not less than thirty (30) days before the scheduled expiration 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 Section 16.1 above until Tenant has not delivered delivers to Landlord a new substitute Letter of Credit in accordance with the full amount of the Security Deposit which meets the requirements of this Section 27 of this Lease (which failure 16.2. Tenant shall be deemed an Event of Default without notice or cure period). reimburse Landlord shall be obligated to apply the amount so drawn to the extent necessary to cure Tenant’s default or Event of Default under the Lease. After on demand for any such application attorneys' fees incurred by Landlord in connection with reviewing any renewals, extensions or substitutions of the Letter of Credit, ensuring that the provisions of any renewals, extensions or substitutions of the Letter of Credit comply with the provisions of this Article 16, drawing down upon the proceeds of any Letter of Credit delivered to Landlord hereunder, or ensuring that the cash Security Deposit and/or Letter of Credit is maintained as required under this Lease. 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 in the County of Santa Clara, California. The Letter of Credit shall be subject in all respects to the International Standby Practices 1998, International Chamber of Commerce Publication No. 590. If during Lease Term the Letter of Credit and/or the proceeds of all or part of the Letter of Credit shall become less than the full amount of the Security Deposit (i.e., $3,294,072.00), then and in such event Tenant shall, within five (5) days of Landlord's written demand, deposit with Landlord (in cash or in the form of a replacement Letter of Credit complying with the terms of this Section 16.2) the amount of any cash Security Deposit and/or Letter of Credit theretofore used or applied by Landlord pursuant to the terms hereof in order that Landlord shall reinstate have the full Security Deposit (i.e., $3,294,072.00) on hand at all times through the Return Date. If on or after the Return Date Landlord holds the Letter of Credit (or part thereof) and Tenant is not then in default under any of the terms, covenants or conditions of this Lease, then Landlord shall turn over the Letter of Credit (or part thereof) so held by Landlord to Tenant within thirty (30) days following the Return Date. Upon a sale or other transfer of the Property or the Building, Landlord shall have the right to transfer the Security Deposit (whether in the form of cash and/or the Letter of Credit) to its transferee. With respect to the Letter of Credit, within ten (10) business days after written notice of such transfer, Tenant, at its sole cost in excess of $500, shall arrange for the transfer of the Letter of Credit to the amount required to be maintained hereundertransferee/new Landlord, upon written demand. Within thirty (30) days after as designated by Landlord in the expiration foregoing notice or sooner termination have the Letter of Credit reissued in the name of the Termtransferee/new Landlord. Upon such transfer, Tenant shall look solely to the transferee/new Landlord for the return of the cash Security Deposit and/or Letter of Credit, as the case may be, and the provisions hereof shall apply to the extent not applied, shall be returned to the Tenant, without interest. If, at any time, the financial condition every transfer or assignment made of the issuer of the cash Security Deposit and/or Letter of Credit changes in any materially adverse way, as determined by Landlord in good faith, then to a new landlord. Tenant shall, within thirty (30) days of notice from Landlord, deliver shall not assign or encumber or attempt to Landlord a replacement assign or encumber the cash Security Deposit and/or Letter of Credit which otherwise meets the requirements of this Lease. In addition, if and neither Landlord nor its successors or assigns shall be bound by any such issuer is insolvent action or placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entityattempted assignment, or if a trustee, receiver or liquidator is appointed for such issuer, then, effective as of the date of such occurrence, the Letter of Credit shall be deemed to not meet the requirements of this Section 27 and Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. Tenant’s failure to deliver any required replacement Letter of Credit shall constitute an Event of Defaultencumbrance.

Security Deposit Letter of Credit. By August 1, 2016, and as a condition to the effectiveness (a) Upon execution of this LeaseSublease, Tenant Sublessee shall deliver to LandlordSublessor a clean, as security for the performance unconditional, irrevocable, transferable letter of the obligations of Tenant hereunder, either funds credit in the amount of Six Hundred Ninety-Four Thousand Thirty-Four Dollars and Ninety-Seven Cents ($1,500,000694,034.97). (the “Letter of Credit”), or in form and issued by a financial institution (“Issuer”) satisfactory to Sublessor in its sole discretion, which Letter of Credit (and all sums drawn by Sublessor thereunder) shall constitute a security deposit to secure Sublessse’s obligations under this Sublease and the other Subleases (the “Security Deposit”). Sublessee hereby grants to Sublessor a security interest in the amount of $1,500,000, or a combination of both cash and a Letter of Credit provided Landlord holds $1,500,000 in security. At any time during this Lease, Tenant may replace the Letter of Credit or a portion and all proceeds, replacements and modifications thereof with cash. Tenantto secure Sublessee’s failure obligations herein, including without limitation, the obligation to timely deliver pay Rent, perform its insurance and indemnity obligation and to maintain and restore the Letter of Credit to Landlord shall constitute an Event of Default under this LeaseSubleased Premises. The Letter of Credit: Credit shall permit partial draws, and provide that draws thereunder will be honored upon receipt by Issuer (iat its offices in San Francisco, California or such other location that Sublessor shall approve in its sole discretion) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord, it being acknowledged that Silicon Valley Bank, NA is hereby approved for such purposes; (ii) shall require only the presentation to the issuer of a certificate of the holder original or a certified copy of the Letter of Credit accompanied by a written statement signed by Sublessor or its authorized agent stating the Landlord that Sublessor is authorized pursuant to this Lease entitled to draw under on the Letter of Credit; (iii) Credit pursuant to the terms of this Sublease. The Letter of Credit shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment have an expiration period of Landlord’s interest in the Lease; (iv) shall be for an initial term of not less than one (1) year and contain from the date of issuance but shall provide that it will automatically renew by its terms to a provision that such term shall be automatically renewed for successive one date which is sixty (160) year periods days following the Expiration Date unless the issuer shall, at least thirty affirmatively cancelled by Issuer following not fewer than sixty (3060) days prior to the scheduled expiration date, give Landlord written notice of such non-renewal; (v) shall allow for notice of a pending draw by facsimile, provided that the original Letter of Credit is produced prior expiration or cancellation from Issuer to any draw; and (vi) shall otherwise be in commercially reasonable form and substance acceptable to LandlordSublessor. Landlord Sublessor shall be entitled to draw upon the Letter of Credit for the amount reasonably necessary in part or in full. All costs and expenses related to compensate Landlord for actual, direct damages incurred by Landlord as a result of Tenant’s default (i) if Tenant commits or allows to exist an Event of Default under the Lease after the expiration of all applicable notices or cure periods, or (ii) if, not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Section 27 of this Lease (which failure shall be deemed an Event of Default without notice or cure period). Landlord shall be obligated to apply the amount so drawn to the extent necessary to cure Tenant’s default or Event of Default under the Lease. After including any such application by Landlord of the Letter of Credit, Tenant shall reinstate the Letter of Credit to the amount required to be maintained hereunder, upon written demand. Within thirty (30) days after the expiration or sooner termination of the Term, the Letter of Credit, to the extent not appliedtransfer fees, shall be returned to the Tenant, without interest. If, at any time, the financial condition of the issuer of the Letter of Credit changes in any materially adverse way, as determined paid by Landlord in good faith, then Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. In addition, if such issuer is insolvent or placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for such issuer, then, effective as of the date of such occurrence, the Letter of Credit shall be deemed to not meet the requirements of this Section 27 and Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. Tenant’s failure to deliver any required replacement Letter of Credit shall constitute an Event of DefaultSublessee.

Security Deposit Letter of Credit. By August 1, 2016, and as a condition Subtenant shall deliver to the effectiveness Sublandlord concurrently with its execution of this Lease, Tenant shall deliver to Landlord, as security for the performance of Subtenant’s covenants and obligations under this Sublease, an original irrevocable standby letter of credit (the obligations “Letter of Tenant hereunder, either funds Credit”) in the amount of Four Hundred Thousand and 00/100 Dollars ($1,500,000400,000.00), naming Sublandlord as beneficiary, which Sublandlord may draw upon, without prejudice to any other remedy provided in this Sublease or a Letter of Credit in the amount of $1,500,000by law, to cure any default under this Sublease or a combination of both cash and a Letter of Credit provided Landlord holds $1,500,000 in securityto satisfy any other loss or damage resulting from Subtenant’s breach under this Sublease. At any time during this Lease, Tenant may replace Any such draw on the Letter of Credit shall not constitute a waiver of any other rights of Sublandlord with respect to such default or a portion thereof with cash. Tenant’s failure to timely deliver the Letter of Credit to Landlord shall constitute an Event of Default under this Leaseperform. The Letter of Credit: (i) shall be irrevocable and Credit shall be issued by a major commercial bank reasonably acceptable to LandlordSublandlord, it being acknowledged that Silicon Valley Bankhave an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, NA is hereby approved for such purposes; (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating the Landlord is authorized pursuant to this Lease to draw under the Letter of Credit; (iii) shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease; (iv) shall be for an initial alternative, have a term of not less than one (1) year and contain a provision that such term shall be automatically renewed renewable for successive an additional one (1) year periods period unless notice of non-renewal is given by the issuer shall, at least thirty to Sublandlord not later than sixty (3060) days prior to the scheduled expiration datethereof) and shall provide that Sublandlord may make partial and multiple draws thereunder, give Landlord notice of such non-renewal; (v) shall allow for notice of a pending draw by facsimile, provided that the original Letter of Credit is produced prior to any draw; and (vi) shall otherwise be in commercially reasonable form and substance acceptable to Landlord. Landlord shall be entitled to draw upon the Letter of Credit for the amount reasonably necessary to compensate Landlord for actual, direct damages incurred by Landlord as a result of Tenant’s default (i) if Tenant commits or allows to exist an Event of Default under the Lease after the expiration of all applicable notices or cure periods, or (ii) if, not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Section 27 of this Lease (which failure shall be deemed an Event of Default without notice or cure period). Landlord shall be obligated to apply the amount so drawn up to the extent necessary to cure Tenant’s default or Event of Default under the Lease. After any such application by Landlord of the Letter of Credit, Tenant shall reinstate the Letter of Credit to the face amount required to be maintained hereunder, upon written demand. Within thirty (30) days after the expiration or sooner termination of the Term, the Letter of Credit, to the extent not applied, shall be returned to the Tenant, without interestthereof. If, at any timeperiod while the Letter of Credit is required to be in effect hereunder, the financial condition of the issuer of issuing bank materially deteriorates from the Letter of Credit changes in any materially adverse way, as determined by Landlord in good faith, then Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. In addition, if such issuer is insolvent or placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for such issuer, then, effective financial condition as of the date of Sublandlord’s initial approval of the bank (as evidenced by a material drop in Standard & Poor’s financial services rating for such occurrencebank), then Sublandlord may, by written notice to Subtenant, require that Subtenant replace the Letter of Credit with a Letter of Credit issued by a major commercial bank then reasonably acceptable to Sublandlord. In addition, the Letter of Credit shall provide that, in the event of Sublandlord’s assignment or other transfer of its interest in this Sublease, the Letter of Credit shall be deemed freely transferable by Sublandlord, without charge and without recourse, to not meet the requirements assignee or transferee of this Section 27 such interest and Tenant shall, within thirty (30) days of notice from Landlord, deliver the bank shall confirm the same to Landlord a replacement Letter of Credit which otherwise meets the requirements of this LeaseSublandlord and such assignee or transferee. Tenant’s failure to deliver any required replacement The Letter of Credit shall constitute provide for payment to Sublandlord upon the issuer’s receipt of a sight draft from Sublandlord together with a statement by Sublandlord that the requested sum is due and payable from Subtenant to Sublandlord in accordance with the provisions of this Sublease and otherwise be in form and content satisfactory to Sublandlord. If the Letter of Credit has an Event expiration date earlier than sixty (60) days after the Expiration Date, then throughout the term hereof (including any renewal or extension of Default.the term) Subtenant shall provide evidence of renewal of the Letter of Credit to Sublandlord at least sixty (60) days prior to the date the Letter of Credit expires. If Sublandlord draws on the Letter of Credit pursuant to the terms hereof, Subtenant shall immediately replenish the Letter of Credit or provide Sublandlord with an additional letter of credit conforming to the requirement of this section so that the amount available to Sublandlord from the Letter of Credit provided hereunder is the amount specified above. If Subtenant is not in default at the expiration or termination of this Sublease, within fifteen (15) days thereafter Sublandlord shall return to Subtenant the Letter of Credit then held by Sublandlord, as applicable; provided, however, that in no event shall any such return be construed as an admission by Sublandlord that Subtenant has performed all of its covenants and obligations hereunder. Subtenant hereby unconditionally and irrevocably waives the benefits and protections of California Civil

Security Deposit Letter of Credit. By August 1Under the Prior Lease, 2016, Tenant provided Landlord with an irrevocable and as transferable standby letter of credit (the “Original Letter of Credit”). As a condition to the effectiveness of this Lease, Tenant shall deliver provide Landlord an amendment to Landlordthe letter of credit (as so amended, as security for the performance “Amended Letter of the obligations of Tenant hereunder, either funds Credit”) in the amount of $1,500,000, or a 4,182,000.00 (the “Security Deposit”). The Amended Letter of Credit in the amount of $1,500,000, or a combination of both cash and a Letter of Credit provided Landlord holds $1,500,000 in security. At any time during this Lease, Tenant may replace the Letter of Credit or a portion thereof with cash. Tenant’s failure to timely deliver the Letter of Credit to Landlord shall constitute an Event of Default under this Lease. The Letter of Credit: (i) shall be irrevocable and shall be issued in accordance with the rules of ISP98 (or such other commonly accepted rules governing standbys reasonably acceptable to Landlord) in a form and issued by a commercial bank financial institution reasonably acceptable to Landlord, it being acknowledged that Silicon Valley Bankwhich Amended Letter of Credit must automatically extend for minimum one-year periods unless, NA is hereby approved for such purposes; (ii) shall require only the presentation at least 60 days prior to expiration, Landlord receives written notice from the issuer of the Amended Letter of Credit that the Amended Letter of Credit will not be extended for at least a certificate one-year period (a “Non-Renewal Notice”). Landlord may draw the Amended Letter of Credit in part or in full in the event of any uncured default by Tenant or to pay for any Tenant obligations under this Lease or in the event Landlord receives a Non-Renewal Notice. To the extent Landlord draws more funds on the Amended Letter of Credit than can be applied to obligations then due or payable to Landlord, the excess will be held by Landlord as a cash Security Deposit subject to the terms and conditions of this Section 4.7. Within 10 business days after Landlord’s request, and at Landlord’s sole cost, Tenant shall cause the Amended Letter of Credit to be re-issued or transferred to any buyer or lender of Landlord or to be replaced if it is lost, mutilated, stolen, or destroyed (provided that in the case of a loss, mutilation, theft, or destruction, Landlord may be required as a condition of such replacement to sign the standard “lost instrument affidavit and indemnity” or similar agreement on the issuing bank’s standard form as a condition to replacement). Tenant shall ensure that, on December 1 (the “Adjustment Date”) of both 2014 and 2017 (and each third anniversary of the holder Adjustment Date occurring thereafter throughout the Term (as it may be extended)), the sum of the unexpended portion of the Security Deposit plus the balance of the Letter of Credit stating equals nine times the Landlord is authorized pursuant to this Lease to draw under the Letter of Credit; (iii) shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease; (iv) shall be for an initial term of not less than one (1) year and contain a provision that such term shall be automatically renewed for successive one (1) year periods unless the issuer shall, at least thirty (30) days prior to the scheduled expiration date, give Landlord notice of such non-renewal; (v) shall allow for notice of a pending draw by facsimile, provided that the original Letter of Credit is produced prior to any draw; and (vi) shall otherwise be in commercially reasonable form and substance acceptable to Landlord. Landlord shall be entitled to draw upon the Letter of Credit for the amount reasonably necessary to compensate Landlord for actual, direct damages incurred by Landlord as a result of Tenant’s default (i) if Tenant commits or allows to exist an Event of Default under the Lease after the expiration of all then applicable notices or cure periods, or (ii) if, not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Section 27 of this Lease (which failure shall be deemed an Event of Default without notice or cure period). Landlord shall be obligated to apply the amount so drawn to the extent necessary to cure Tenant’s default or Event of Default under the Lease. After any such application by Landlord of the Letter of Credit, Tenant shall reinstate the Letter of Credit to the amount required to be maintained hereunder, upon written demand. Within thirty (30) days after the expiration or sooner termination of the Term, the Letter of Credit, to the extent not applied, shall be returned to the Tenant, without interest. If, at any time, the financial condition of the issuer of the Letter of Credit changes in any materially adverse way, as determined by Landlord in good faith, then Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. In addition, if such issuer is insolvent or placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for such issuer, then, effective as of the date of such occurrence, the Letter of Credit shall be deemed to not meet the requirements of this Section 27 and Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. Tenant’s failure to deliver any required replacement Letter of Credit shall constitute an Event of DefaultMonthly Rental.

Security Deposit Letter of Credit. By August 1, 2016, Simultaneously with the execution and as a condition to the effectiveness delivery of this Lease, Tenant shall deliver to Landlord the sum of $13,949.49 (the “Security Deposit”). During the Lease Term, including any extensions thereof, and for sixty (60) days after the expiration of the Lease Term, or for so long thereafter as Tenant is in possession of the Premises (or any portion thereof) or has unsatisfied obligations hereunder to Landlord, the Security Deposit shall be held by Landlord without liability for interest and as security for the full and timely performance by Tenant of the Tenant’s covenants and obligations of Tenant hereunder, either funds in the amount of $1,500,000, or a Letter of Credit in the amount of $1,500,000, or a combination of both cash and a Letter of Credit provided Landlord holds $1,500,000 in security. At any time during under this Lease, Tenant may replace it being expressly understood that the Letter Security Deposit shall not be considered an advance payment of Credit Rent or a portion thereof with cash. measure of Tenant’s liability for damages in case of any failure by Tenant to timely deliver the Letter perform any of Credit to Landlord shall constitute an Event of Default under this Lease. The Letter of Credit: (i) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord, it being acknowledged that Silicon Valley Bank, NA is hereby approved for such purposes; (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating the Landlord is authorized pursuant to this Lease to draw under the Letter of Credit; (iii) shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor Tenant’s covenants or any lender holding a collateral assignment of Landlord’s interest in the Lease; (iv) shall be for an initial term of not less than one (1) year and contain a provision that such term shall be automatically renewed for successive one (1) year periods unless the issuer shall, at least thirty (30) days prior to the scheduled expiration date, give Landlord notice of such non-renewal; (v) shall allow for notice of a pending draw by facsimile, provided that the original Letter of Credit is produced prior to any draw; and (vi) shall otherwise be in commercially reasonable form and substance acceptable to Landlordobligations hereunder. Landlord shall not be required to keep the Security Deposit separate from its other accounts, and shall have no fiduciary responsibilities or trust obligations whatsoever with regard to the Security Deposit. Tenant shall have no right to require Landlord to so draw and apply the Security Deposit, nor shall Tenant be entitled to draw upon credit the Letter of Credit for the amount reasonably necessary to compensate Landlord for actual, direct damages incurred by Landlord as a result of Tenant’s default (i) if Tenant commits same against Rent or allows to exist an Event of Default under the Lease after the expiration of all applicable notices or cure periods, or (ii) if, not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Section 27 of this Lease (which failure shall be deemed an Event of Default without notice or cure period)other sums payable hereunder. Landlord shall be obligated may, from time to apply time, without prejudice to any other remedy, use the amount so drawn Security Deposit to the extent necessary to cure or attempt to cure, in whole or in part, any failure by Tenant to perform any of Tenant’s default covenants or obligations hereunder, without waiving any rights or remedies as a result of such failure. Following any such application of the Security Deposit, Tenant shall pay to Landlord within five (5) days after demand the amount so applied in order to restore the Security Deposit to its original amount, and failure to so restore within such time period shall be an Event of Default under (as hereinafter defined) hereunder giving rise to all of Landlord’s rights and remedies applicable to an Event of Default in the Leasepayment of Rent. After If Tenant does not have any unsatisfied obligations hereunder at the termination of this Lease (or thereafter if Tenant is in possession of the Premises (or any portion thereof)), the balance of the Security Deposit remaining after any such application by Landlord of the Letter of Credit, Tenant shall reinstate the Letter of Credit to the amount required to be maintained hereunder, upon written demand. Within thirty (30) days after the expiration or sooner termination of the Term, the Letter of Credit, to the extent not applied, shall be returned by Landlord to Tenant within sixty (60) days thereafter. If Landlord transfers its interest in the Premises during the Lease Term, Landlord shall assign the Security Deposit to the Tenant, without interest. If, at any time, transferee and thereafter shall have no further liability for the financial condition of the issuer of the Letter of Credit changes in any materially adverse way, as determined by Landlord in good faith, then Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. In addition, if such issuer is insolvent or placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for such issuer, then, effective as of the date return of such occurrenceSecurity Deposit. Notwithstanding anything to the contrary contained herein, the Letter of Credit provided that Tenant shall not be deemed to not meet the requirements of this Section 27 and Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. Tenant’s failure to deliver any required replacement Letter of Credit shall constitute in an Event of DefaultDefault (beyond any applicable notice and grace period) on the twelve-month anniversary of the Commencement Date, the Security Deposit shall be decreased to $9,299.66 on the twelve-month anniversary of the Commencement Date. If Tenant shall be in an Event of Default (beyond any applicable notice and grace period) on the twelve-month anniversary of the Commencement Date, the Security Deposit then in effect shall remain in place (without reduction) for the balance of the Lease Term.

Security Deposit Letter of Credit. By August Article 3 of the Lease is amended to delete Section 3.2 in its entirety. Tenant’s existing Letter of Credit shall remain in full force and effect through the Effective Date and shall secure Tenant’s obligations under the Lease as amended by this Third Amendment. If all of the Conditions Precedent are satisfied on the Effective Date and thereafter Tenant makes all payments due under the Lease and all payments due under the Essential Premises Lease, including payment of Rent on the Essential Premises and the Premises, on a timely basis without notice from Landlord, then on October 1, 20162003, and as a condition to on the effectiveness first day of this Leaseeach month thereafter through May 1, 2004, Tenant shall deliver to Landlord, as security may arrange for the performance of the obligations of Tenant hereunder, either funds eight (8) monthly reductions in the amount of $1,500,000, or a Letter of Credit in the amount of Five Hundred Six Thousand Eight Hundred Fifty-nine Dollars ($1,500,000506,859) each. Provided that the conditions for such reduction have been satisfied, or a combination of both cash and a Letter of Credit provided Landlord holds $1,500,000 in securitywill execute any documentation reasonably required by the issuing bank to effect the reductions. At any time during this LeaseIn no event however, Tenant may replace shall the Letter of Credit or a portion thereof with cashbe reduced below Two Million Five Hundred Thousand Dollars ($2,500,000). Tenant’s failure to timely deliver Notwithstanding the Letter of Credit to Landlord shall constitute an Event of Default under this Lease. The Letter of Credit: (i) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlordforegoing, it being acknowledged that Silicon Valley Bank, NA is hereby approved until Tenant has paid for such purposes; (ii) shall require only the presentation to the issuer of a certificate its share of the holder cost of the Letter of Credit stating the Landlord is authorized Deferred Work pursuant to this Lease to draw under the Letter of Credit; (iii) shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease; (iv) shall be for an initial term of not less than one (1) year and contain a provision that such term shall be automatically renewed for successive one (1) year periods unless the issuer shall, at least thirty (30) days prior to the scheduled expiration date, give Landlord notice of such non-renewal; (v) shall allow for notice of a pending draw by facsimile, provided that the original Letter of Credit is produced prior to any draw; and (vi) shall otherwise be in commercially reasonable form and substance acceptable to Landlord. Landlord shall be entitled to draw upon the Letter of Credit for the amount reasonably necessary to compensate Landlord for actual, direct damages incurred by Landlord as a result of Tenant’s default (i) if Tenant commits or allows to exist an Event of Default under the Lease after the expiration of all applicable notices or cure periods, or (ii) if, not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Section 27 of this Lease (which failure shall be deemed an Event of Default without notice or cure period). Landlord shall be obligated to apply the amount so drawn to the extent necessary to cure Tenant’s default or Event of Default under the Lease. After any such application by Landlord of the Letter of Credit, Tenant shall reinstate the Letter of Credit to the amount required to be maintained hereunder, upon written demand. Within thirty (30) days after the expiration or sooner termination of the Term, the Letter of Credit, to the extent not applied, shall be returned to the Tenant, without interest. If, at any time, the financial condition of the issuer of the Letter of Credit changes in any materially adverse way, as determined by Landlord in good faith, then Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. In addition, if such issuer is insolvent or placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for such issuer, then, effective as of the date of such occurrence9 above, the Letter of Credit shall not be deemed reduced below the sum of Two Million Five Hundred Thousand Dollars ($2,500,000) plus Tenant’s share of the estimated cost to not meet complete the requirements balance of this Section 27 and the Deferred Work. Tenant shall, within thirty (30) days shall forfeit all rights to reduce the value of notice from Landlord, deliver to Landlord a replacement the Letter of Credit which otherwise meets under this provision if on or before May 1, 2004, any payment due under the requirements of this LeaseLease or the Essential Premises Lease is not received by Landlord on or before the due date thereof or if a Tenant default or material misrepresentation occurs under the Warrants, the Information Rights Agreement or the Registration Rights Agreement. Tenant’s failure to deliver any required replacement Landlord agrees that the Letter of Credit shall constitute an Event will be the only security required of DefaultTenant pursuant to this Lease or the Essential Premises Lease.

Security Deposit Letter of Credit. By August Simultaneously with the Tenant’s execution and delivery of that certain First Amendment to Lease and Extension Agreement dated as of October 1, 20162004 by and between the Landlord and the Tenant, and as a condition to the effectiveness of this Lease, Tenant shall deliver to Landlord, as security for deposit with the performance of the obligations of Tenant hereunder, either funds in the amount of $1,500,000, or Landlord a Letter of Credit in the amount and form hereafter described (the “Letter of $1,500,000Credit”) to be held and, as applicable, presented and drawn upon and the proceeds thereof retained and applied by the Landlord as security for the faithful payment, performance and observance by the Tenant of the terms, covenants, provisions, conditions and agreements of the Tenant under and pursuant to this Lease. It is agreed and understood that in the event of the occurrence of a default of the Tenant under the Lease beyond all applicable notice, grace, or a combination of both cash cure periods, the Landlord may present for payment and a draw upon the Letter of Credit provided and the Landlord holds $1,500,000 in security. At shall use, apply or retain the whole or any time during part of the amounts available to be drawn under the Letter of Credit to the extent required for the payment of any Yearly Rent, the Tenant’s Taxes, the Tenant’s Operating Expenses, additional rent or any other sum which the Landlord may expend or be entitled to the payment of by reason of any default of the Tenant or any failure of the Tenant to pay, perform or observe any term, covenant, condition or provision of this Lease, including without limitation, any late charges, interest payments or any damages or deficiency in the re-letting of the Premises whether said damages or deficiency occurred before or after summary proceedings or other re-entry by the Landlord. If the Landlord shall present, draw upon and apply or retain all or any portion of the amounts evidenced by the Letter of Credit, the Tenant may replace shall immediately replenish and reinstate the amount available to be drawn under the Letter of Credit or cause a portion thereof with cash. Tenant’s failure substitute Letter of Credit in the form and amount required by this Lease to timely deliver be re-issued so that at all times during the Term of this Lease, the Landlord shall be entitled to draw upon the entire dollar amount of the Letter of Credit in the amounts required hereunder notwithstanding any prior presentation and draw thereon. In addition, in the event of a termination of this Lease by the Landlord as a result of any default of the Tenant or a rejection of this Lease pursuant to the provisions of the Federal Bankruptcy Code, the Landlord shall constitute have the right to draw upon the Letter of Credit and/or any substitute Letter of Credit or additional Letter(s) of Credit (from time to time, if necessary) to cover the full amount of damages and other amounts due from the Tenant to the Landlord under this Lease without reference, if the same is applicable, to any limitation on such damages and amounts that might otherwise be imposed by the Bankruptcy Code. The Letter of Credit must at all times be an Event “irrevocable clean” commercial Letter of Default under Credit in the amount required by this Lease. The Letter of Credit: (i) Credit shall be irrevocable and in the form attached hereto as Exhibit 7 or in another form approved by Landlord, which approval Landlord shall not unreasonably withhold. The Letter of Credit shall be issued by a commercial Wachovia Bank, N.A. or another bank reasonably acceptable to or financial institution approved by Landlord, it being acknowledged that Silicon Valley Bankwhich approval Landlord shall not unreasonably withhold. The Letter of Credit must be payable upon presentment in New York City, NA is hereby approved New York. In addition, the Letter of Credit shall be payable solely to the benefit of the Landlord from time to time under this Lease and shall be automatically renewable and, upon the direction of the Landlord, transferable to and payable for such purposes; the benefit of any successor the Landlord under the Lease. The Letter of Credit (iior substitutes thereof consistent with the terms hereof) shall require only be and remain presentable and payable for a period of one (1) year from the presentation to original date of issuance. The Letter of Credit shall be automatically renewable in accordance with the terms set forth in the form attached as Exhibit 7; provided, however, that if the issuer of a certificate of the holder of the Letter of Credit stating the Landlord is authorized pursuant gives notice of its election not to this Lease to draw under renew the Letter of Credit; (iii) , then Tenant shall be payable required to deliver to Landlord and its successors a new Letter of Credit satisfying the conditions set forth in interest as this Paragraph 1 of Rider to Lease (a “Substitute Letter of Credit”) on or before the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease; (iv) shall be for an initial term of not less than one (1) year and contain a provision date that such term shall be automatically renewed for successive one (1) year periods unless the issuer shall, at least is thirty (30) days prior to the scheduled expiration date, give Landlord notice of the term of such non-renewal; (v) shall allow for notice Letter of Credit. If Tenant fails to deliver a pending draw by facsimile, provided that the original Substitute Letter of Credit when required, then Landlord may, without giving any additional notice to Tenant, draw down the Letter of Credit. The proceeds from any such draw shall be held by the Landlord as a cash security deposit under this Lease to be used, applied or retained as provided herein including, without limitation, application against any defaults of the Tenant hereunder, which remain uncured beyond all applicable notice, grace or cure periods herein, from time to time arising under this Lease. The Tenant shall bear all costs and expenses in connection with procuring the Letter of Credit (and any Substitute Letter of Credit) and maintaining it in full force and effect for the time periods required hereunder. In the event of a sale or other transfer of the Building, the Tenant shall, at its sole cost and expense, cause the Letter of Credit, in the form required hereunder (and any Substitute Letter of Credit, in the form required hereunder), to be issued to and for the benefit of such transferee or purchaser, as designated by the Landlord. The Landlord from time to time under this Lease, shall be entitled to receive thirty (30) days prior written notice of any cancellation of the Letter of Credit for any reason and the Letter of Credit shall not be cancellable unless and until the Landlord shall have received such thirty (30) day advance written notice. Upon (i) receiving notice of cancellation of the Letter of Credit or (ii) failure of the Tenant to deliver to the Landlord a substitute Letter of Credit on or before the date which is produced thirty (30) days prior to any draw; renewal date and (vi) whether or not the Tenant shall otherwise then be in commercially reasonable form and substance acceptable to Landlord. default in the payment, performance or observance of any term, covenant or provision of this Lease, the Landlord shall be entitled to present, draw upon and retain the entire amount of the Letter of Credit for and upon so doing, the amount reasonably necessary Landlord shall be entitled to compensate hold, apply and retain the proceeds of such payment as if it were a cash security deposit under this Lease to be applied against defaults of the Tenant, which remain uncured beyond all applicable notice, grace or cure periods herein, from time to time arising under this Lease. It is agreed and understood that any failure of the Tenant to perform, observe or comply with any term or provision contained in this Paragraph 1 of the Rider to Lease to be performed or observed by the Tenant shall entitle the Landlord for actualto the same rights and remedies under this Lease, direct damages incurred by Landlord as a result of Tenant’s default (i) if failure by the Tenant commits or allows to exist an Event of Default under the Lease after the expiration of all applicable notices or cure periods, or (ii) if, not less than thirty (30) days before the scheduled expiration pay Yearly Rent as and when same shall be due and payable. The amount of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Section 27 of this Lease (which failure shall be deemed an Event of Default without notice or cure period). Landlord shall be obligated to apply the amount so drawn to the extent necessary to cure Tenant’s default or Event of Default under the Lease. After any such application by Landlord of the Letter of Credit, Tenant shall reinstate the Letter of Credit to the amount required to be maintained hereunder, upon written demandFour Hundred Fifty Thousand and No/100ths ($450,000.00) Dollars. Within thirty (30) days after the expiration or sooner termination last day of the Termterm of this Lease or the date on which all of Tenant’s obligations under this Lease have been satisfied, whichever is later, Landlord shall return all collateral held by Landlord as the Security Deposit for Tenant’s obligations under this Lease, whether in the form of the Letter of Credit, to the extent not appliedcash, shall be returned to the Tenant, without interestor both. If, at any time, the financial condition of the issuer Upon Landlord’s receipt and approval of the Letter of Credit changes in any materially adverse way, as determined by Landlord in good faith, then Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets and the requirements execution and delivery of this Lease. In additionFirst Amendment by all the parties hereto, if such issuer is insolvent or placed into receivership or conservatorship by Landlord shall pay to Tenant $162,750.00 representing the Federal Deposit Insurance Corporation or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for such issuer, then, effective as balance of the date of such occurrence, the Letter of Credit shall be deemed to not meet the requirements of this Section 27 and Tenant shall, within thirty (30) days of notice from original cash security deposit currently held by Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. Tenant’s failure to deliver any required replacement Letter of Credit shall constitute an Event of Default.”

Security Deposit Letter of Credit. By August 1, 2016, Upon execution and as a condition to the effectiveness delivery of this LeaseLease by Tenant, Tenant shall deliver deposit with Landlord an amendment to Landlordthe existing Letter of Credit dated March 11, as security for the performance of the obligations of Tenant hereunder, either funds 2003 in the amount of $1,500,000249,360.00, in form and substance satisfactory to Landlord in Landlord’s sole and absolute discretion (as so amended, the “Letter of Credit”). The Letter of Credit shall be held and, as applicable, presented and drawn upon and the proceeds thereof retained and applied by Landlord as security for and in satisfaction of the faithful payment, performance and observance by Tenant of the terms, covenants, provisions, conditions and agreements of Tenant under and pursuant to this Lease. It is agreed and understood that in the event of the occurrence of an Event of Default, Landlord may present for payment and draw upon the Letter of Credit and Landlord may use, apply or retain the whole or any part of the amounts available to be drawn under the Letter of Credit to the extent required for the payment of any Annual Fixed Rent, Additional Rent or any other sum which Landlord may expend or be entitled to the payment of by reason of any Event of Default or any failure of Tenant to pay, perform or observe any term, covenant, condition or provision of this Lease, including without limitation, any late charges, interest payments or any damages or deficiency in the re-letting of the Premises whether said damages or deficiency occurred before or after summary proceedings or other re-entry by Landlord. If Landlord shall present, draw upon and apply or retain all or any portion of the amounts evidenced by the Letter of Credit, Tenant shall immediately replenish and reinstate the amount available to be drawn under the Letter of Credit or cause a substitute Letter of Credit in the form and amount required by this Lease to be re-issued so that at all times during the Term of $1,500,000, or a combination of both cash and a Letter of Credit provided Landlord holds $1,500,000 in security. At any time during this Lease, Tenant may replace the Letter of Credit or a portion thereof with cash. Tenant’s failure to timely deliver the Letter of Credit to Landlord shall constitute an Event of Default under this Lease. The Letter of Credit: (i) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord, it being acknowledged that Silicon Valley Bank, NA is hereby approved for such purposes; (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating the Landlord is authorized pursuant to this Lease to draw under the Letter of Credit; (iii) shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease; (iv) shall be for an initial term of not less than one (1) year and contain a provision that such term shall be automatically renewed for successive one (1) year periods unless the issuer shall, at least thirty (30) days prior to the scheduled expiration date, give Landlord notice of such non-renewal; (v) shall allow for notice of a pending draw by facsimile, provided that the original Letter of Credit is produced prior to any draw; and (vi) shall otherwise be in commercially reasonable form and substance acceptable to Landlord. Landlord shall be entitled to draw upon the Letter of Credit for the entire dollar amount reasonably necessary to compensate Landlord for actual, direct damages incurred by Landlord as a result of Tenant’s default (i) if Tenant commits or allows to exist an Event of Default under the Lease after the expiration of all applicable notices or cure periods, or (ii) if, not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Section 27 of this Lease (which failure shall be deemed an Event of Default without notice or cure period). Landlord shall be obligated to apply the amount so drawn to the extent necessary to cure Tenant’s default or Event of Default under the Lease. After any such application by Landlord of the Letter of Credit, Tenant shall reinstate the Letter of Credit to the amount required to be maintained hereunder, upon written demand. Within thirty (30) days after the expiration or sooner termination of the Term, the Letter of Credit, to the extent not applied, shall be returned to the Tenant, without interest. If, at any time, the financial condition of the issuer of the Letter of Credit changes in the amounts required hereunder notwithstanding any materially adverse way, as determined by Landlord in good faith, then Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement prior presentation or draw thereon. The Letter of Credit which otherwise meets must at all times be an “irrevocable clean” commercial Letter of Credit in the requirements amount required by this Lease and payable through Bank of this LeaseAmerica, NA or other financial institution, all acceptable to Landlord in Landlord’s sole discretion. In addition, if such issuer is insolvent or placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for such issuer, then, effective as of the date of such occurrence, the Letter of Credit shall be deemed payable solely to not meet the requirements benefit of the Landlord from time to time under this Lease and shall be automatically renewable and, upon the direction of Landlord, transferable to and payable for the benefit of any successor Landlord under the Lease, at no charge to Landlord or such successor. The Letter of Credit (or substitutes thereof consistent with the terms hereof) shall be and remain presentable and payable for the time period beginning on the date of this Section 27 Lease through and including the date which is the last to occur of (i) the date which is sixty (60) days after the last day of the Term of this Lease or (ii) the date which is sixty (60) days after the date of delivery of the entire Premises to Landlord in accordance with the terms and provisions of this Lease or (iii) sixty (60) days after the last of Tenant’s monetary obligations to Landlord under this Lease have been satisfied in full. Tenant shall bear all costs and expenses in connection with procuring the Letter of Credit and maintaining it in full force and effect for the time periods required hereunder. In the event of a sale or other transfer of the Building, Tenant shall, within at its sole cost and expense, cause the Letter of Credit, in the form required hereunder, to be issued to and for the benefit of such transferee or purchaser, as designated by Landlord. The Landlord from time to time under this Lease, shall be entitled to receive sixty (60) days prior written notice of any cancellation of the Letter of Credit for any reason and the Letter of Credit shall not be cancellable unless and until Landlord shall have received such sixty (60) day advance written notice. Upon (i) receiving notice of cancellation of the Letter of Credit or (ii) failure of Tenant to deliver to Landlord a substitute Letter of Credit on or before the date which is thirty (30) days prior to any renewal date and whether or not Tenant shall then be in default in the payment, performance or observance of notice from Landlordany term, deliver covenant or provision of this Lease, Landlord shall be entitled to Landlord a replacement present, draw upon and retain the entire amount of the Letter of Credit which otherwise meets and upon so doing, Landlord shall be entitled to hold, apply and retain the requirements proceeds of such payment (without any interest payable to Tenant) as if it were a cash security deposit under this Lease to be applied against Event of Default from time to time arising under this Lease in the same manner as if it were the proceeds of the Letter of Credit. It is agreed and understood that any failure of Tenant to perform, observe or comply with any term of provision contained in this Section 13.8 to be performed or observed by Tenant shall entitle Landlord to the same rights and remedies under this Lease, as a failure by Tenant to pay Annual Fixed Rent as and when same shall be due and payable. Tenant’s failure to deliver any required replacement The amount of the Letter of Credit shall constitute an Event of Defaultat all times be $249,360.00.

Security Deposit Letter of Credit. By August 1, 2016, and as a condition to the effectiveness of this Lease, Tenant shall deliver to Landlord, as security for the performance of the obligations of Tenant hereunder, either funds in the amount of $1,500,000, or deposit with Landlord a Letter of Credit in the amount of $1,500,000, or a combination of both cash and a form hereafter described (the "Letter of Credit provided Credit") to be held and, as applicable, presented and drawn upon and the proceeds thereof retained and applied by Landlord holds $1,500,000 in security. At any time during this Leaseas security for the faithful payment, performance and observance by Tenant may replace of the Letter terms, covenants, provisions, conditions and agreements of Credit or a portion thereof with cash. Tenant’s failure Tenant under and pursuant to timely deliver the Letter of Credit to Landlord shall constitute an Event of Default under this Lease. The Letter It is agreed and understood that in the event of Credit: (i) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord, it being acknowledged that Silicon Valley Bank, NA is hereby approved for such purposes; (ii) shall require only the presentation to the issuer occurrence of a certificate Default of the holder of the Letter of Credit stating the Tenant, Landlord is authorized pursuant to this Lease to draw under the Letter of Credit; (iii) shall be payable to Landlord may present for payment and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease; (iv) shall be for an initial term of not less than one (1) year and contain a provision that such term shall be automatically renewed for successive one (1) year periods unless the issuer shall, at least thirty (30) days prior to the scheduled expiration date, give Landlord notice of such non-renewal; (v) shall allow for notice of a pending draw by facsimile, provided that the original Letter of Credit is produced prior to any draw; and (vi) shall otherwise be in commercially reasonable form and substance acceptable to Landlord. Landlord shall be entitled to draw upon the Letter of Credit for and Landlord may use, apply or retain the amount reasonably necessary to compensate Landlord for actual, direct damages incurred by Landlord as a result of Tenant’s default (i) if Tenant commits whole or allows to exist an Event of Default under the Lease after the expiration of all applicable notices or cure periods, or (ii) if, not less than thirty (30) days before the scheduled expiration any part of the Letter of Credit, Tenant has not delivered amounts available to Landlord a new Letter of Credit in accordance with this Section 27 of this Lease (which failure shall be deemed an Event of Default without notice or cure period). Landlord shall be obligated to apply the amount so drawn to the extent necessary to cure Tenant’s default or Event of Default under the Lease. After any such application by Landlord of the Letter of Credit, Tenant shall reinstate the Letter of Credit to the amount extent required for the payment of any Basic Rent, Escalation Charges, additional rent or any other sum which Landlord may expend or be entitled to be maintained hereunderthe payment of by reason of any Default of Tenant or any failure of tenant to pay, upon written demand. Within thirty (30) days after perform or observe any term, covenant, condition or provision of this Lease, including without limitation, any late charges, interest payments or any damages or deficiency in the expiration or sooner termination re-letting of the Term, the Letter of Credit, to the extent not applied, shall be returned to the Tenant, without interestPremises whether said damages or deficiency occurred before or after summary proceedings or other re-entry by Landlord. If, at any time, the financial condition of the issuer of the The Letter of Credit changes in any materially adverse way, as determined by Landlord in good faith, then Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement must at all times be an "irrevocable clean" commercial Letter of Credit in the amount required by this Lease and payable through a bank or other financial institution having and maintaining an office at which otherwise meets the requirements of this Leasedraws may occur in New York City, New York, acceptable to Landlord in Landlord's sole discretion. In addition, if such issuer is insolvent or placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for such issuer, then, effective as of the date of such occurrence, the Letter of Credit shall be deemed payable solely to not meet the requirements benefit of the Landlord from time to time under this Lease and shall be automatically renewable and, upon the direction of Landlord, transferable to and payable for the benefit of any successor Landlord under the Lease. The Letter of Credit (or substitutes thereof consistent with the terms hereof) shall be and remain presentable and payable for the time period beginning on the date of this Section 27 Lease through and including the date which is the last to occur of (i) the date which is 60 days after the last day of the Term of this Lease or (ii) the date which is 60 days after the date of delivery of the entire Premises to Landlord in accordance with the terms and provisions of this Lease or (iii) 60 days after the last of Tenant's monetary obligations to Landlord under this Lease have been satisfied in full. Tenant shall bear all costs and expenses in connection with procuring the Letter of Credit and maintaining it in full force and effect for the time periods required hereunder. In the event of a sale or other transfer of the Building, Tenant shall, within thirty at its sole cost and expense, cause the Letter of Credit, in the form required hereunder, to be issued to and for the benefit of such transferee or purchaser, as designated by Landlord. The Landlord from time to time under this Lease, shall be entitled to receive 60 days prior written notice of any cancellation of the Letter of Credit for any reason and the Letter of Credit shall not be cancellable unless and until Landlord shall have received such sixty (3060) days day advance written notice. Upon (i) receiving notice of notice from Landlord, cancellation of the Letter of Credit or (ii) failure of Tenant to deliver to Landlord a replacement substitute Letter of Credit on or before the date which otherwise meets is 30 days prior to any renewal date and whether or not Tenant shall then be in default in the requirements payment, performance or observance of any term, covenant or provision of this Lease, Landlord shall be entitled to It is agreed and understood that any failure of Tenant to perform, observe or comply with any term of provision contained in this Section 14.17 to be performed or observed by Tenant shall entitle Landlord to the same rights and remedies under this Lease, as a failure by Tenant to pay Basic Rent as and when same shall be due and payable. Tenant’s failure to deliver any required replacement Initially, the amount of the Letter of Credit shall constitute an Event be in the amount stated in Section 1.2 hereof. Thereafter, beginning as of Defaultthe first day of the fourth lease year and provided that no Default of Tenant shall exist and be continuing, the amount of the Letter of Credit shall be reduced to $161,692.88.

Security Deposit Letter of Credit. By August 1, 2016, and 5.1 In the event that Tenant elects to deposit the amount specified in Item 11 of the Basic Lease Information as a condition security deposit (the “Security Deposit”), the provisions of this Section 5.1 shall apply to the effectiveness of this Lease, Tenant Security Deposit. Landlord shall deliver to Landlord, hold the Security Deposit as security for the performance by Tenant of the Tenant’s covenants and obligations of Tenant hereunder, either funds in the amount of $1,500,000, or a Letter of Credit in the amount of $1,500,000, or a combination of both cash and a Letter of Credit provided Landlord holds $1,500,000 in security. At any time during under this Lease, Tenant may replace it being expressly understood and agreed that the Letter Security Deposit shall not be considered an advance payment of Credit Rent or a portion thereof measure of Landlord’s damages in case of default by Tenant. The Security Deposit shall be held by Landlord without liability to Tenant for interest, and Landlord may commingle such deposit with cashany other funds held by Landlord. Tenant’s failure to timely deliver Upon the Letter occurrence of Credit to Landlord shall constitute an any Event of Default (defined in Section 15.1 below), Landlord may, from time to time, without prejudice to any other remedy, apply the Security Deposit to the extent necessary to make good any arrears of Base Rent, Additional Rent, and any other payment, damage, injury, expense or liability caused to Landlord by such Event of Default. Following any application of the Security Deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to the amount thereof immediately prior to such application. Subject to the requirements of, and conditions imposed by, governmental laws, rules and regulations applicable to security deposits under commercial leases (the “Applicable Security Deposit Laws”), Landlord shall, within the time required by Applicable Security Deposit Laws, or if no such requirement, within sixty (60) days after the expiration of the Term of this Lease (or the earlier termination of this Lease), return to Tenant the portion (if any) of the Security Deposit remaining after deducting all damages, charges and other amounts owing by Tenant to Landlord under this Lease. The Letter Landlord and Tenant agree that such deductions shall include, without limitation, all damages and losses that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of Credit: (i) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord, it being acknowledged that Silicon Valley Bank, NA is hereby approved for such purposes; (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating the Landlord is authorized pursuant to any default under this Lease to draw under the Letter of Credit; (iii) shall be payable to by Tenant. If Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of transfers Landlord’s interest in the Lease; (iv) shall be for an initial term of not less than one (1) year and contain a provision that such term shall be automatically renewed for successive one (1) year periods unless Tenant Space during the issuer shall, at least thirty (30) days prior to the scheduled expiration date, give Landlord notice of such non-renewal; (v) shall allow for notice of a pending draw by facsimile, provided that the original Letter of Credit is produced prior to any draw; and (vi) shall otherwise be in commercially reasonable form and substance acceptable to Landlord. Landlord shall be entitled to draw upon the Letter of Credit for the amount reasonably necessary to compensate Landlord for actual, direct damages incurred by Landlord as a result of Tenant’s default (i) if Tenant commits or allows to exist an Event of Default under the Lease after the expiration of all applicable notices or cure periods, or (ii) if, not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Section 27 Term of this Lease (which failure shall be deemed including any extension thereof), Landlord may assign the Security Deposit to the transferee, and upon such transfer and the delivery to Tenant of an Event acknowledgement of Default without notice or cure period). the transferee’s responsibility for the Security Deposit, Landlord shall be obligated to apply have no further liability for the return of the Security Deposit. In the event the provisions of any Applicable Security Deposit Laws, or other provisions of Law, now or hereinafter in force, which restricts the amount so drawn or types of claims that a landlord may make upon a security deposit or imposes upon a landlord (or its successors) any obligation with respect to the extent necessary to cure Tenant’s default handling or Event return of Default under security deposits, conflict with the Lease. After any such application by Landlord of the Letter of Credit, Tenant shall reinstate the Letter of Credit to the amount required to be maintained hereunder, upon written demand. Within thirty (30) days after the expiration or sooner termination of the Term, the Letter of Credit, to the extent not applied, shall be returned to the Tenant, without interest. If, at any time, the financial condition of the issuer of the Letter of Credit changes in any materially adverse way, as determined by Landlord in good faith, then Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. In addition, if such issuer is insolvent or placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for such issuer, then, effective as of the date of such occurrence, the Letter of Credit shall be deemed to not meet the requirements terms and conditions of this Section 27 5, the terms and Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements conditions of this Lease. Tenant’s failure to deliver any required replacement Letter of Credit Section 5 shall constitute an Event of Defaultgovern.

Security Deposit Letter of Credit. By August 1, 2016, and as a condition to the effectiveness of this Lease, Tenant shall deliver to Landlord, as security for the performance of the obligations of Tenant hereunder, either funds in the amount of $1,500,000, or deposit with Landlord ---------------------------------- a Letter of Credit in the amount and form hereafter described (the "Letter of $1,500,000Credit") to be held and, or as applicable, presented and drawn upon and the proceeds thereof retained and applied by Landlord as security for the faithful payment, performance and observance by Tenant of the terms, covenants, provisions, conditions and agreements of Tenant under and pursuant to this Lease. It is agreed and understood that in the event of the occurrence of a combination Default of both cash Tenant, Landlord may present for payment and a draw upon the Letter of Credit provided and Landlord holds $1,500,000 in security. At may use, apply or retain the whole or any time during part of the amounts available to be drawn under the Letter of Credit to the extent required for the payment of any Basic Rent, Tenant's payments on account of Taxes and Operating Expenses, additional rent or any other sum which Landlord may expend or be entitled to the payment of by reason of any Default of Tenant or any failure of Tenant to pay, perform or observe any term, covenant, condition or provision of this Lease, including without limitation, any late charges, interest payments or any damages or deficiency in the re-letting of the Premises whether said damages or deficiency occurred before or after summary proceedings or other re-entry by Landlord. If Landlord shall present, draw upon and apply or retain all or any portion of the amounts evidenced by the Letter of Credit, Tenant may replace shall immediately replenish and reinstate the amount I available to be drawn under the Letter of Credit or cause a portion thereof with cash. Tenant’s failure to timely deliver the substitute Letter of Credit to Landlord shall constitute an Event of Default under this Lease. The Letter of Credit: (i) shall be irrevocable in the form and shall be issued amount required by a commercial bank reasonably acceptable to Landlord, it being acknowledged that Silicon Valley Bank, NA is hereby approved for such purposes; (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating the Landlord is authorized pursuant to this Lease to draw under be re-issued so that at all times during the Letter Term of Credit; (iii) shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the this Lease; (iv) shall be for an initial term of not less than one (1) year and contain a provision that such term shall be automatically renewed for successive one (1) year periods unless the issuer shall, at least thirty (30) days prior to the scheduled expiration date, give Landlord notice of such non-renewal; (v) shall allow for notice of a pending draw by facsimile, provided that the original Letter of Credit is produced prior to any draw; and (vi) shall otherwise be in commercially reasonable form and substance acceptable to Landlord. Landlord shall be entitled to draw upon the Letter of Credit for the entire dollar amount reasonably necessary to compensate Landlord for actual, direct damages incurred by Landlord as a result of Tenant’s default (i) if Tenant commits or allows to exist an Event of Default under the Lease after the expiration of all applicable notices or cure periods, or (ii) if, not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Section 27 of this Lease (which failure shall be deemed an Event of Default without notice or cure period). Landlord shall be obligated to apply the amount so drawn to the extent necessary to cure Tenant’s default or Event of Default under the Lease. After any such application by Landlord of the Letter of Credit, Tenant shall reinstate the Letter of Credit to the amount required to be maintained hereunder, upon written demand. Within thirty (30) days after the expiration or sooner termination of the Term, the Letter of Credit, to the extent not applied, shall be returned to the Tenant, without interest. If, at any time, the financial condition of the issuer of the Letter of Credit changes in the amounts required hereunder notwithstanding any materially adverse way, as determined by Landlord in good faith, then Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement prior presentation and draw thereon. The Letter of Credit which otherwise meets must at all times be an "irrevocable clean" commercial Letter of Credit in the requirements of amount required by this LeaseLease and payable through a Boston, Massachusetts Bank, acceptable to Landlord in Landlord's sole discretion. In addition, if such issuer is insolvent or placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for such issuer, then, effective as of the date of such occurrence, the Letter of Credit shall be deemed payable solely to not meet the requirements benefit of the Landlord from time to time under this Lease and shall be automatically renewable and, upon the direction of Landlord, transferable to and payable for the benefit of any successor Landlord under the Lease. The Letter of Credit (or substitutes thereof consistent with the terms hereof) shall be and remain presentable and payable for the time period beginning on the date of this Section 27 Lease through and including the date which is the last to occur of (i) the date which is 60 days after the last day of the Term of this Lease or (ii) the date which is 60 days after the date of delivery of the entire Premises to Landlord in accordance with the terms and provisions of this Lease or (iii) 60 days after the last of Tenant's monetary obligations to Landlord under this Lease have been satisfied in full. Tenant shall bear all costs and expenses in connection with procuring the Letter of Credit and maintaining it in full force and effect for the time periods required hereunder. In the event of a sale or other transfer of the Building, Tenant shall, within thirty at its sole cost and expense, cause the Letter of Credit, in the form required hereunder, to be issued to and for the benefit of such transferee or purchaser, as designated by Landlord. The Landlord from time to time under this Lease, shall be entitled to receive 60 days prior written notice of any cancellation of the Letter of Credit for any reason and the Letter of Credit shall not be cancellable unless and until Landlord shall have received such sixty (3060) days day advance written notice. Upon (i) receiving notice of notice from Landlord, cancellation of the Letter of Credit or (ii) failure of Tenant to deliver to Landlord a replacement substitute Letter of Credit on or before the date which otherwise meets is 30 days prior to any renewal date and whether or not Tenant shall then be in default in the requirements payment, performance or observance of any term, covenant or provision of this Lease, Landlord shall be entitled to present, draw upon and retain the entire amount of the Letter of Credit and upon so doing, Landlord shall be entitled to hold, apply and retain the proceeds of such payment as if it were a cash security deposit under this Lease to be applied against Defaults of Tenant from time to time arising under this Lease. Tenant’s It is agreed and understood that any failure of Tenant to deliver perform, observe or comply with any required replacement term or provision contained in this Section 14.8 to be performed or observed by Tenant shall entitle Landlord to the same rights and remedies under this Lease, as a failure by Tenant to pay Basic Rent as and when same shall be due and payable. The amount of the Letter of Credit shall constitute an Event of Defaultbe $134,400.00.

Security Deposit Letter of Credit. By August 1, 2016, and (a) In the event that the Landlord shall draw upon any letter of credit held as a condition to security in connection with this Lease in accordance with the effectiveness terms hereof or if any letter of this Lease, Tenant credit required hereunder shall deliver to Landlordbe replaced, as permitted by this Section 31, with a cash security deposit, Landlord shall hold the funds so drawn or deposited as cash security for the faithful performance and observance by Tenant of the obligations covenants, agreements and conditions of this lease. Notwithstanding anything to the contrary contained in any law or statute now existing or hereafter passed (i) Tenant hereundershall not be entitled to any interest whatever on the cash security, either funds (ii) Landlord shall not be obligated to hold the cash security in trust or in a separate account, and (iii) Landlord shall have the amount right to commingle the cash security with its other funds. Landlord may use, apply or retain the whole or any part of $1,500,000the cash security to the extent required for the payment of any minimum rent, any additional rent or any other sums payable hereunder as to which Tenant is in default or to the extent required for the reimbursement to Landlord of any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect to any of the covenants, agreements or conditions of this lease. If Tenant shall fully and faithfully comply with all of the covenants, agreements and conditions of this lease, the cash security shall be returned to Tenant after the Expiration Date and surrender of the Premises to Landlord. If the Premises are sold to a bona fide purchaser, Landlord shall have the right to transfer the aforesaid cash security to such purchaser, by which transfer Landlord shall be released from all liability, and Tenant shall look solely to the new landlord for the return thereof. If Tenant terminates this Lease pursuant to any termination right granted to Tenant herein, Landlord shall return to Tenant any Letter of Credit in the amount of $1,500,000then held by Landlord; provided, or a combination of both cash and a Letter of Credit provided Landlord holds $1,500,000 in security. At any time during this Leasehowever, Tenant may replace the Letter of Credit or a portion thereof with cash. Tenant’s failure to timely deliver the Letter of Credit to Landlord shall constitute an Event of Default under this Lease. The Letter of Credit: (i) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable entitled to Landlord, it being acknowledged that Silicon Valley Bank, NA is hereby approved for such purposes; (ii) shall require only the presentation to the issuer of a certificate of the holder retain any portion of the Letter of Credit stating the proceeds previously drawn upon by Landlord is authorized pursuant to this Lease to draw under the Letter of Credit; (iii) shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of that Landlord’s interest , in the Lease; (iv) shall be for an initial term exercise of not less than one (1) year and contain a provision that such term shall be automatically renewed for successive one (1) year periods unless the issuer shallits reasonable discretion, at least thirty (30) days prior to the scheduled expiration date, give Landlord notice of such non-renewal; (v) shall allow for notice of a pending draw by facsimile, provided that the original Letter of Credit believes is produced prior to any draw; and (vi) shall otherwise be in commercially reasonable form and substance acceptable to Landlord. Landlord shall be entitled to draw upon the Letter of Credit for the amount reasonably necessary to compensate Landlord for actual, direct damages incurred remedy any existing or prior default by Landlord as a result of Tenant’s default (i) if Tenant commits or allows to exist an Event of Default under the Lease after the expiration of all applicable notices or cure periods, or (ii) if, not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Section 27 of this Lease (which failure shall be deemed an Event of Default without notice or cure period). Landlord shall be obligated to apply the amount so drawn to the extent necessary to cure Tenant’s default or Event of Default under the Lease. After any such application by Landlord of the Letter of Credit, Tenant shall reinstate the Letter of Credit to the amount required to be maintained hereunder, upon written demand. Within thirty (30) days after the expiration or sooner termination of the Term, the Letter of Credit, to the extent not applied, shall be returned to the Tenant, without interest. If, at any time, the financial condition of the issuer of the Letter of Credit changes in any materially adverse way, as determined by Landlord in good faith, then Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. In addition, if such issuer is insolvent or placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for such issuer, then, effective as of the date of such occurrence, the Letter of Credit shall be deemed to not meet the requirements of this Section 27 and Tenant shall, within thirty (30) days of notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease. Tenant’s failure to deliver any required replacement Letter of Credit shall constitute an Event of Default.