Common use of Security Deposit Clause in Contracts

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

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

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

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

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

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

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

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

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

Security Deposit. Upon execution of this Lease, (a) The sum which is set forth in Section 1.04 which Tenant shall deposit has deposited with Landlord is security for the amount full and faithful performance by Tenant of the Security Deposit specified on [Page One], of all its obligations under this Lease or in connection with this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration If an Event of the Term of the Lease, provided that ▇▇▇▇▇▇ Default (as herein defined) has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure periodoccurred, Landlord may use, apply all, or retain the whole or any part of the Security Deposit in such order and in such combination as Landlord elects, for the payment of (i) Rent or any other sums of money which Tenant may not have paid or which may become due after the occurrence of the Event of Default; (ii) intentionally omitted; or (iii) any sum which the Landlord may expend or be required to amounts owed expend by Tenantreason of such Event of Default, including any damages or deficiency in the reletting of the Demised Premises in connection with Article XVI hereof. In the event case of every such application or retention during the Lease Term, Tenant shall, within fifteen (15) days after demand, pay to Landlord elects a sum equal to apply that so applied or retained, which shall be added to the Security Deposit so that the same shall be restored to its original amount. Landlord may use, apply or retain the whole or any part of the Security Deposit for the repair of damage to the Demised Premises upon Tenant’s surrender of the Demised Premises on the Expiration Date (as well as any sums reimbursable to Landlord by Tenant due to Tenant’s failure to surrender the Demised Premises on the Expiration Date as provided in this Lease). The use, application or retention of the Security Deposit or portion thereof by Landlord shall not prevent Landlord from exercising any other right or remedy provided for abovehereunder or at law and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. ​ (b) The Security Deposit shall bear no interest; and if legally permissible, Landlord shall be entitled to commingle the Security Deposit with Landlord’s other funds. (c) If Tenant shall promptly restore such fully and faithfully comply with all of the provisions of this Lease, the Security Deposit or any balance thereof shall be returned to Tenant within thirty (30) days after the Expiration Date or upon any later date after which Tenant has vacated the Demised Premises. In the absence of evidence reasonably satisfactory to Landlord of any assignment of the right to receive the Security Deposit or the remaining balance thereof, Landlord may return the Security Deposit to the original amountTenant regardless of one or more assignments of Tenant’s interest in such Security Deposit. Landlord mayIn such event, at its discretion, commingle upon the return of such funds with its other funds, Upon any sale Security Deposit or other conveyance of balance thereof to the Buildingoriginal Tenant, Landlord may transfer shall be completely relieved of liability hereunder. (d) Tenant covenants and agrees that it shall not assign, pledge, hypothecate, mortgage or otherwise encumber the Security Deposit (or any amount during the term of the Security Deposit remaining) to Lease, except in connection with a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies permitted assignment of this Lease. . (e) The Letter of Credit shall (i) Security Deposit may be unconditional, irrevocable, transferable, payable transferred to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any purchaser of Landlord’s rights interest in the Building or remedies hereunderthe Property (provided that Landlord gives Tenant the name and address of such transferee), if the bank issuing the Letter of Credit provides Landlord with a cancellation noticeand upon such transfer, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter relieved of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults any obligation with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultthereto.

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

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

Security Deposit. Upon execution a. In accordance with the Annotated Code of this LeaseMaryland, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One]Real Property Article, of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts deposited with the Landlord/Agent the sum of Dollars ($ ), receipt of which is hereby acknowledged, which sum does not exceed two (2) months rent, which is to be held as collateral security and applied on any rent or unpaid utility bill that may remain due under and owing at the expiration of this Lease Lease, any extension thereof or holding over period, or applied to any damages to the premises in excess of ordinary wear and has otherwise performed all obligations hereunder. In tear caused by the event that Tenant defaults under Tenant, his family, guests, employees, trades people, or pets, or other damages and expenses suffered by Landlord as a result of a breach of any covenant or provision of this Lease. Tenant may not utilize the security deposit as rent and Tenant must not apply the same as the last month’s rent. The security deposit will be deposited in an escrow account in a federally insured banking or savings institution within the State of Maryland, and devoted exclusively to security deposits, within thirty (30) days after it has been received. The Landlord/ Agent must provide the Tenant, within forty-five (45) days after the expiration end of the tenancy, by first class mail directed to the last known address of the Tenant, a written list of any applicable cure perioddamages to the premises together with a statement of costs actually incurred. Within forty-five (45) days after the end of the tenancy, Landlord may apply allthe Landlord/Agent shall return the security deposit to the tenant together with simple interest which has accrued at the daily U.S. Treasury yield curve rate for 1 year, as of the first business day of each year, or 1.5%, whichever is greater, less any part damages rightfully withheld. Interest shall accrue at six-month intervals from the day the tenant gives the landlord the security deposit. Interest is not compounded. Interest shall be payable only on security deposits of $50 or more. The foregoing provisions do not apply to any Tenant who has abandoned the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore premises or who has been evicted unless such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at makes a written demand for the successor/owner for repayment return of the samesecurity deposit and provides the Landlord with his/her new address. b. Tenant’s obligation under this Lease may not end when Tenant ceases to occupy the premises. Notwithstanding anything to Repairs required may be so substantial or of such a nature that work will not be completed within the contrary in forty-five (45) day period following the paragraph abovetermination of the tenancy. In such event, in lieu of a cash Security Deposit, Landlord must notify Tenant may deliver within the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlordgiven time frame, and issued by a bank reasonably acceptable reserves the right to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by pursue ▇▇▇▇▇▇. The irrevocable stand-▇ for reimbursement for costs incurred for damages. c. In the event of a sale of the property upon which the premises are situated or the transfer or assignment by Letter the Landlord/ Agent of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease, the Landlord/Agent has the obligation to transfer the security deposit to the transferee. If After the transfer is made and after written notice of same is given to the Tenant defaults with the name and address of the transferee, Landlord/Agent is released from all liability for the return of the security deposit and the Tenant must look solely to the new Landlord/Agent for the return of his security deposit. It is agreed that the foregoing will apply to every transfer or assignment made of the security deposit to a new Landlord/Agent. d. In the event of any rightful or permitted assignment of this Lease by the Tenant to any assignee or sub lessee, the security deposit is deemed to be held by the Landlord/Agent as a deposit made by the assignee or sub lessee and the Landlord/Agent will have no further liability with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited return to such security deposit to the provisions relating assignor. e. If the landlord, fails to the payment of Rent, Landlord may draw upon all or return any part of Tenant’s Letter of Credit. If any portion the security deposit, plus accrued interest, within 45 days after the termination of the Security Deposit is so usedtenancy, appliedthe tenant has an action of up to threefold of the withheld amount, plus reasonable attorney's fees. f. The Landlord or retained, Landlord’s estate but not the managing agent or court appointed receiver shall remain liable to the Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-for the maintenance of the security deposit as required by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultlaw.

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

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

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

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

Security Deposit. Upon Tenant shall, upon execution and delivery of this Lease, Tenant shall deposit with Landlord a cash security deposit in the amount of Two Hundred Thousand and 00/100 Dollars ($200,000.00) (the “Security Deposit specified on [Page One], of this LeaseDeposit”). The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit have the option at any time to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable provide to Landlord, and issued by from a bank reasonably acceptable to Landlord Landlord, an irrevocable unconditional letter of credit in the form attached hereto as Exhibit “M” and incorporated herein by this reference or such other form as may be reasonably acceptable to Landlord. The letter of credit shall be in the amount of Two Hundred Thousand and 00/100 Dollars ($200,000.00) (the “Letter of Credit”) as securityand shall thereafter constitute the “Security Deposit” for the full and faithful performance by Tenant of all of the terms, provided conditions and covenants contained in the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to Lease on the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall to be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periodsperformed, including but not limited to the provisions relating payment of rent. In the event the Letter of Credit is delivered as a Security Deposit pursuant to this Article 4, then, upon receipt by Landlord of a Letter of Credit reasonably acceptable to Landlord, Landlord shall promptly return to Tenant the cash Security Deposit. From and after execution of this Lease, if Tenant is in default at any time during the Lease Term (after notice from Landlord and the expiration of any applicable grace, notice or cure periods), then Landlord may, but shall be under no obligation to, from time to time and without prejudice to any other right or remedies, draw upon such Security Deposit to the extent necessary to pay any such amount due Landlord under this Lease as a result of such uncured default, to cure any such breach or to compensate Landlord for its damages actually incurred by reason of such breach and for no other purpose. In the event that Landlord applies the Security Deposit or a portion thereof as provided in this Section, Tenant shall immediately upon notice from Landlord of such application restore the Security Deposit to its original amount, it being the intent of the parties that the Security Deposit to be held by Landlord always be the amount stated herein. It is expressly understood and agreed, however, that the Security Deposit shall not be considered an advance payment of Rentrent or a measure of Landlord’s damages in the event of a default by Tenant. Landlord shall also be entitled to draw upon the Security Deposit unless, no later than forty-five (45) days prior to the expiration of the Letter of Credit, Tenant delivers to Landlord a renewal or replacement thereof. If such Letter of Credit has not been renewed at least forty-five (45) days prior to the expiration date thereof and Tenant has not caused such renewal or replacement to occur within five (5) business days after the date of Landlord’s notice to Tenant, Landlord may immediately draw upon all or any part such Letter of Tenant’s Credit and hold the cash proceeds thereof in lieu of such Letter of Credit. If Such Letter of Credit shall contain reasonable provisions for automatic renewal on an annual basis and except as otherwise set forth in subparagraph (iv) below, shall not expire less than ninety (90) days after the expiration or earlier termination of this Lease. All sums held by Landlord pursuant to this Article 4 shall be without interest. Any notices delivered with respect to the Letter of Credit shall comply with the notice provisions set forth in Section 16.07 of this Lease and shall include the following parties: General Counsel Chief Financial Officer Duke Realty Corporation Duke Realty Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇., Ste. 300 ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Notwithstanding anything herein to the contrary, at the times set forth below, upon written request from Tenant, and provided that (i) Tenant is not then and has not been for the twelve (12) month period immediately preceeding such request in default under this Lease, and all amounts due and owing are current and were paid timely under the Lease for the twelve (12) month period immediately preceeding such request, (ii) Landlord has not drawn on all or any portion of the Security Deposit prior to such date, and (iii) Tenant provides Landlord with a copy of its most recent financial statement and a certification by Tenant’s chief financial officer that Tenant’s tangible net worth on such date is so usednot materially less than Tenant’s tangible net worth as reflected on Tenant’s financial statements dated June 30,2002 (together, appliedthe “Conditions”), or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter the amount of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit held by Landlord may be reduced over the Lease Term as follows: (i) Provided that the Conditions are satisfied such that Tenant is entitled to its required a reduction in the amount pursuant to this Section 8. Tenant’s failure to replenish of the Security Deposit, then, upon written request from Tenant at the end of the thirty-eighth (38th) month of the Lease Term, the amount of the Security Deposit required to be maintained by Tenant hereunder may be reduced to One Hundred Twenty-Five Thousand and 00/100 Dollars ($125,000.00). In the event that Tenant is entitled to the reduction in the amount of the Security Deposit as provided in this subparagraph, then , either (a) Landlord shall constitute promptly refund to Tenant the excess balance of the Security Deposit (in the event of a failure to pay Additional Rent and cash deposit), or (b) Tenant shall have ten provide Landlord with a replacement for the Letter of Credit (10in the same form as the original Letter of Credit) days reflecting the reduced amount and Landlord, only after receipt of the replacement for the Letter of Credit in compliance with the terms of this Article 4. shall return the original Letter of Credit in the greater amount to Tenant; and (ii) Provided that the Conditions are satisfied such that Tenant is entitled to a reduction in the amount of the Security Deposit and provided that the Security Deposit was reduced at the end of the thirty-eighth (38th) month of the Lease Term as provided in subparagraph (i) above, then, upon written request from Tenant, at the date end of notice the seventy-fourth (74th) month of the Lease Term, the amount of the Security Deposit required to cure such defaultbe maintained by Tenant hereunder may be reduced to Fifty Thousand and 00/100 Dollars ($50,000.00). In the event that Tenant is entitled to the reduction in the amount of the Security Deposit as provided in this subparagraph, then either (a) Landlord shall promptly refund to Tenant the excess balance of the Security Deposit (in the event of a cash deposit), or (b), Tenant shall provide Landlord with a replacement for the Letter of Credit (in the same form as the original Letter of Credit) reflecting the reduced amount and Landlord, only after receipt of the replacement for the Letter of Credit in compliance with the terms of this Article 4, shall return the previous Letter of Credit in the greater amount to Tenant.

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

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

Security Deposit. Upon execution (a) Tenant shall deliver to Landlord, within ten (10) days after the Effective Date of this Lease, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord credit (the “Letter of Credit”), issued in favor of Landlord by a federally insured commercial bank or trust company approved in writing by Landlord (which approval shall not be unreasonably withheld), in form and substance reasonably satisfactory to Landlord, to be held by Landlord as security for the faithful performance of all the obligations of Tenant under this Lease including but not limited to the following: (i) to remedy any default by Tenant in the payment of Base Monthly Rent or Additional Rent or a late charge or interest on defaulted rent, or any other monetary payment obligation of Tenant under this Lease; (ii) to repair damage to the Leased Premises, the Building or the Outside Areas caused or permitted to occur by Tenant; (iii) to clean and restore and repair the Leased Premises, the Building or the Outside Areas following their surrender to Landlord if not surrendered in the condition required pursuant to the provisions of Article 2, (iv) to remedy any other default of Tenant to the extent permitted by Law including, without limitation, paying in full on Tenant’s behalf any sums claimed by materialmen or contractors of Tenant to be owing to them by Tenant for work done or improvements made at Tenant’s request to the Leased Premises, and (v) to cover any other expense, loss or damage which Landlord may at any time suffer due to Tenant’s default. In this regard, Tenant hereby waives any restriction on the uses to which the Security Deposit may be applied as security, provided contained in Section 1950.7(c) of the California Civil Code and/or any successor statute. Landlord shall not be deemed a trustee of the Security Deposit. The amount of the Letter of Credit shall be delivered the amount set forth in Article 1 as the “Security Deposit”, subject to Landlord with executed copies and including any adjustment thereto pursuant to the provisions of Section 3.7(g) below (as so adjusted, if applicable, the “Required Amount”), and Tenant shall maintain the Letter of Credit in the Required Amount in full force and effect throughout the term of this Lease (including any extensions thereof) and until sixty (60) days after the expiration of the term of this Lease. The Letter of Credit may be for an initial one-year term, with automatic renewal provisions, provided that Landlord shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers given at least thirty (30) days’ days prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides will not be renewed as of any otherwise applicable renewal date and shall be entitled to draw against the expiring Letter of Credit if a replacement Letter of Credit is not furnished to Landlord at least twenty (20) days prior to the scheduled expiration date, as provided below. The Letter of Credit must provide that it is transferable to any successor in interest to Landlord under this Lease, and any transfer fees and other related costs and expenses payable in connection with a cancellation notice, any such transfer shall be borne solely by Tenant. (b) Landlord may immediately shall be entitled (but shall not be required) to draw upon all or any part of against the Letter of Credit and receive and retain the proceeds thereof upon any default (beyond any applicable cure period) by Tenant shall provide Landlord with an additional irrevocable stand-in the payment of any rent or other amounts required to be paid by letter Tenant under this Lease, or upon the occurrence of credit as provided below. Any and all fees or costs charged any other event of default (beyond any applicable cure period) under this Lease, by presenting to the issuer in connection with a written statement by Landlord that Landlord is entitled to draw the requested amount under the Letter of Credit pursuant to the terms of this Lease. The amount of the draw shall not exceed the amount of the payments (if any) as to which Tenant is then in default and/or the amount reasonably necessary to cure any non-monetary events of default by Tenant, and shall be paid applied by ▇▇▇▇▇▇Landlord to the cure of the applicable default(s). The irrevocable stand-by Following any partial draw under this paragraph (ii), if Tenant fully cures all outstanding defaults and provides Landlord with a new Letter of Credit shall remain effective through in the date that is sixty (60) days following the expiration date full Required Amount under this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of RentSection 3.7, Landlord may draw upon all or any part of shall surrender and return to Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from LandlordTenant’s satisfaction of the foregoing conditions, the Letter of Credit under which the partial draw was made. (c) Landlord shall also be entitled (but shall not be required) to draw against the Letter of Credit in full and to receive the entire proceeds thereof under either of the following circumstances: (1) If the Letter of Credit will expire as of a date prior to the date thirty (30) days after the expiration of the term of this Lease and Tenant fails to provide to Landlord an additional irrevocableextension or replacement of such Letter of Credit, stand-in at least the minimum Required Amount, at least twenty (20) days prior to the scheduled expiration date of the Letter of Credit; or (2) If, as a result of a draw against the Letter of Credit by letter Landlord or for any other reason, the amount of creditthe Letter of Credit falls below the minimum Required Amount and Tenant has failed to cause the Letter of Credit to be restored to at least the minimum Required Amount within ten (10) business days after written demand by Landlord. (d) Landlord may use, apply and/or retain amounts drawn on the Letter of Credit for the cure of any then existing defaults under this Lease, and if the amount drawn exceeds the amount required to cure such defaults, Landlord shall hold such excess as a cash security deposit, in which event: Landlord shall not be required to segregate such cash security deposit from Landlord’s general accounts, and Tenant shall not be entitled to any interest on such cash security deposit. (e) Any actual or purported withdrawal, rescission, termination or revocation of the Letter of Credit by the issuer thereof prior to the expiration of the term of this Lease (except when replaced prior to the effectiveness of such withdrawal, rescission, termination or revocation by a replacement Letter of Credit as contemplated in Section 16.1(b)(iii)(A) hereof) shall be a material breach of this Lease. (f) The Letter of Credit shall provide that it is governed by the International Standby Practices (ISP98), ICC Publication No. 590. (g) If on February 1, 2009, there is no uncured event of default by Tenant under this Lease, and no event which, if remaining uncured after notice and/or passage of time, would constitute an event of default by Tenant under this Lease, then effective as of such date, the required amount of the Security Deposit under Section 3.7 above shall be reduced to $193,368.00. If Landlord is holding a Letter of Credit in form a larger amount at the time any such reduction becomes effective, Landlord agrees to cooperate reasonably with Tenant and substance satisfactory the issuer in surrendering such Letter of Credit upon Landlord’s receipt of a replacement Letter of Credit in not less than the adjusted minimum amount required pursuant to Landlordthis paragraph. (h) If Landlord transfers the Building or the Property during the Lease Term, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore Landlord may pay the Security Deposit to its any subsequent owner in conformity with the provisions of Section 1950.7 of the California Civil Code and/or any successor statute, in which event the transferring landlord shall be released from all liability for the return of the Security Deposit. Tenant specifically grants to Landlord (and Tenant hereby waives the provisions of California Civil Code Section 1950.7 to the contrary) a period of sixty (60) days following a surrender of the Leased Premises by Tenant to Landlord within which to inspect the Leased Premises, make required amount pursuant restorations and repairs, receive and verify workmen’s ▇▇▇▇▇▇▇▇ therefor, cure any other defaults, deduct any damages, and prepare a final accounting with respect to this Section 8. Tenant’s failure to replenish the Security Deposit after which time any remaining Security Deposit shall constitute be promptly refunded to Tenant. In no event shall the Security Deposit or any portion thereof, be considered prepaid rent. (i) Tenant hereby grants to Landlord a failure security interest in the Security Deposit (whether the same is then held in the form of the Letter of Credit, or cash, or both), including but not limited to pay Additional Rent and Tenant replenishments thereof. Landlord shall have ten (10) days from not be deemed a trustee of the date of notice to cure such defaultSecurity Deposit.

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

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

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

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

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

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

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

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

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

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

Security Deposit. Upon execution On or before the Execution Date of this Lease, Tenant shall deposit the sum in cash set forth in Section 2.2 (the "Security Deposit"), which sum shall be held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease to be kept and performed by Tenant during the Term. Landlord shall not be required to maintain a separate account for the Security Deposit, but may intermingle it with Landlord other funds of Landlord. Upon distribution of any portion of the amount Holdback Escrow Amount to any party in accordance with the terms of the Holdback Escrow Agreement, the Security Deposit specified on shall increase by [Page One***] Dollars for every [***] Dollars ($[***]) of Holdback Escrow Amount so released. For illustration purposes only, of this Lease. The Security Deposit will be returned to Tenant without interest upon if the expiration full [***] Dollars ($[***]) of the Term of Holdback Escrow Amount is disbursed in accordance with the LeaseHoldback Escrow Agreement, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of then the Security Deposit to amounts owed shall increase by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit [***] Dollars (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease$[***]). If Tenant defaults with respect to any provision of this Lease beyond applicable Lease, then without notice and cure periods, including but not limited to the provisions relating to the payment of RentTenant, Landlord may draw upon (but shall not be required to) apply all or any part of Tenant’s Letter the Security Deposit for the payment of Creditany Rent or any other sum in default. If any portion of the Security Deposit is so used, used or applied, or retainedthen Tenant shall, Tenant will within ten (10) days after written upon demand from Landlordtherefor, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant original amount. If Tenant shall fully and faithfully perform every provision of this Lease to this Section 8. Tenant’s failure to replenish be performed by it, then the unapplied portion of the Security Deposit shall constitute a failure be returned to pay Additional Rent and Tenant, or, at Landlord's option, to the last assignee of Tenant's interest hereunder, within sixty (60) days following the expiration of the Term. Tenant shall not be entitled to any interest on the Security Deposit. Tenant hereby irrevocably waives and relinquishes any and all rights, benefits, or protections, if any, Tenant now has, or in the future may have ten under any provision of law which (10i) days establishes the time frame by which a landlord must refund a security deposit under a lease, or (ii) provides that a landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by a tenant, or to clean the subject premises. Tenant acknowledges and agrees that (A) any statutory time frames for the return of a security deposit are superseded by the express period identified in this Section 6.4, and (B) rather than be so limited, Landlord may claim from the date of notice to cure such default.Security Deposit (i) any and all sums expressly identified in this Section 6.4, and (ii) any additional

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

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

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

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

Security Deposit. Upon the execution of this Lease, Tenant shall deposit with ---------------- pay to Landlord $[*] ("the amount Deposit") as security for the faithful performance by Tenant of all of the Security Deposit specified on [Page One]terms, covenants, and conditions of this LeaseLease (including, but not limited to, the payment of Rent). The Security Deposit will shall be returned to Tenant without interest upon given in cash in the expiration minimum amount of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder$[*]. In the event that Tenant defaults under any provision of this Lease, and after pays to Landlord the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any full amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of cash, Tenant may elect to convert $[*] of the Security Deposit into the form of an unconditional, cleanirrevocable letter of credit in the name of the Landlord and payable upon presentation at a federally-insured national bank in the Commonwealth of Virginia, irrevocable standby in such form and content as landlord shall reasonably require, or in such form as Landlord may approve, or in a combination of the foregoing. Upon Landlord's receipt of an approved letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable refund to Tenant upon presentment the full amount of original the letter of credit up to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date a maximum amount of termination set forth below) unless the issuer delivers $[*] within thirty (30) days’ prior written notice . Landlord may, but is not obligated to, without waiving or satisfying such Event of cancellation to Landlord and Tenant. Without Default, or waiving or limiting any of Landlord’s other rights or remedies hereunderof Landlord or limiting Tenant's liability to Landlord, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon apply all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so usedon account of any Event of Default hereunder, appliedas well as on account of any expense incurred or paid, or retaineddamages suffered, Tenant will by Landlord in connection with such failure, and Tenant, within ten (10) days after following receipt of written demand from Landlordnotice of demand, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an replenish the amount sufficient necessary to restore the Security full Deposit. Landlord may commingle the Deposit with any other accounts that Landlord holds, and Landlord shall not be obligated to pay any interest accrued on the Deposit to its required amount pursuant Tenant. In the event of a sale or other transfer of the Project (or Landlord's interest therein), Landlord shall have the right to this Section 8. Tenant’s failure transfer to replenish such purchaser or other party the Security Deposit and Landlord thereupon shall constitute a failure to pay Additional Rent be released by Tenant from all liability for the return thereof, and Tenant shall have ten (10) days from agrees to look to the date of notice to cure such defaultnew landlord solely for the return thereof.

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

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

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

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

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

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

Security Deposit. Upon execution of this Lease, Tenant Subtenant shall deposit with Landlord Sublandlord upon execution hereof the amount of Ninety Five Thousand and 00/100 Dollars ($95,000.00) as security for Subtenant’s faithful performance of Subtenant’s obligations hereunder (the “Security Deposit”). After a Subtenant Event of Default, Sublandlord may apply the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply allDeposit, or any part of thereof, to Sublandlord’s damages without prejudice to any other Sublandlord remedy. Should the entire Security Deposit Deposit, or any portion thereof, be applied by Sublandlord in accordance with the provisions hereof, Subtenant shall forthwith upon demand pay to amounts owed by Tenant. In the event Landlord elects Sublandlord an amount sufficient to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amountamount thereof prior to such application. Landlord may, at its discretion, commingle such funds with its other funds, Upon Sublandlord shall have the same rights and remedies for the non-payment by Subtenant of any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount amounts due on account of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner as Sublandlord has hereunder for repayment failure of the sameSubtenant to pay Base Rent, Additional Rent (hereinafter defined) and other charges (collectively, “Rent”). Notwithstanding anything Provided that Subtenant is not then in default, Sublandlord shall return the Security Deposit or so much thereof as shall not have previously been applied in accordance with the provisions of this Sublease, to Subtenant within thirty (30) days following the expiration or earlier termination of the Sublease and performance by Subtenant of all of the obligations of Subtenant to be performed hereunder, including, without limitation, the surrender of the Premises in compliance with the provisions hereof and the payment of all amounts payable by Subtenant. (a) As an alternative to the contrary in the paragraph above, in lieu payment of a cash Security Deposit, Tenant may deliver the Security Deposit in cash, Subtenant may deliver to Sublandlord an irrevocable letter of credit as security for Subtenant’s faithful performance of Subtenant’s obligations hereunder, which letter of credit shall (i) name Sublandlord as beneficiary, (ii) be in the original face amount of Ninety Five Thousand and 00/100 Dollars ($95,000.00), (hi) be in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, attached hereto as Exhibit C and incorporated herein; (iv) issued by a bank with a credit rating of not less than S&P AA, or as otherwise reasonably acceptable to Landlord Sublandlord; and (v) be for a term of at least one (1) year, subject to extension in accordance with the terms hereof (the “Letter of Credit”) as security). In the event that Subtenant fails to keep and perform any of the terms, provided covenants and conditions of this Sublease to be kept and performed by Subtenant, then Sublandlord at its sole option may draw down all or a part of the Letter of Credit shall be delivered to Landlord with executed copies compensate Sublandlord for loss or damage sustained or suffered by Sublandlord due to such breach on the part of this LeaseSubtenant. The Should Sublandlord so apply all or any portion of the Letter of Credit, Subtenant shall, upon Sublandlord’s demand, deliver to Sublandlord a replacement Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of in the full original to the issuer in person or by courier, in partial or full drawsamount, and Subtenant’s failure to do so within two (ii2) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date business days after receipt of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice such demand shall constitute a Subtenant Event of cancellation to Landlord and TenantDefault hereunder. Without limiting any The application of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the cash proceeds of the Letter of Credit and Tenant to any obligation or default of Subtenant under this Sublease shall provide Landlord with an additional irrevocable stand-not deprive Sublandlord of any other rights or remedies Sublandlord may have nor shall such application by letter Sublandlord constitute a waiver by Sublandlord. All costs for the issuance (or reissuance) of credit as provided below. Any and all fees or costs charged by the issuer in connection with the said Letter of Credit shall be paid by ▇▇▇▇▇▇Subtenant. In the event of an assignment of the tenant’s interest under the Prime Lease, Sublandlord shall have the right to transfer the Letter of Credit to the assignee of such interest. Subtenant agrees to look solely to such assignee for the return of the Letter of Credit and thereupon Sublandlord shall be discharged from any further liability with respect thereto. (b) The irrevocable standLetter of Credit shall contain a clause whereby the issuing bank agrees to automatically extend the term of the Letter of Credit from year to year throughout the Sublease Term unless, not less than thirty (30) days prior to the date on which the Letter of Credit would expire absent such extension, the issuing bank gives notice to Sublandlord by hand delivery or nationally recognized overnight courier with receipted delivery of non-extension. In the event of notice from the issuing bank of non-extension, Subtenant shall, not later than five (5) business days prior to the date on which the outstanding Letter of Credit shall expire without extension, obtain and deliver to Sublandlord a replacement Letter of Credit. Subtenant’s failure to do so prior to such five (5) business day period shall constitute a Subtenant Event of Default hereunder. (c) In the event of a material adverse change in the financial position of any bank or institution which has issued the Letter of Credit or any replacement Letter of Credit hereunder, Sublandlord reserves the right to require that Subtenant change the issuing bank or institution to another bank or institution reasonably approved by Sublandlord. If the bank or institution on which the original Letter of Credit or any replacement Letter of Credit is drawn is declared insolvent or placed into receivership, Subtenant shall, within five (5) business days thereafter, replace the then-outstanding letter of credit with a like letter of credit from another bank or institution acceptable to Sublandlord and Prime Landlord. Subtenant’s failure to do so within such five (5) business day period shall constitute a Subtenant Event of Default hereunder. (d) The Letter of Credit shall remain effective through the date that is sixty in effect for ninety (6090) days following after the scheduled expiration date this Leaseof the Sublease Term. If Tenant defaults with respect to any provision Subtenant performs all of this Lease beyond applicable notice and cure periodsSubtenant’s obligations hereunder, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit, or so much of the cash proceeds thereof as has not theretofore been applied by Sublandlord, shall be returned, without payment of interest or other increment for its use, to Subtenant within thirty (30) days of the later of (i) the last day of the Sublease Term, (ii) the date Subtenant vacated the Premises, or (iii) the date Subtenant has fulfilled all its obligations hereunder. If any portion No trust relationship is created herein between Sublandlord and Subtenant regarding the Letter of Credit or the proceeds therefrom. (e) Provided that (i) at the time there is no outstanding and continuing Subtenant Event of Default, (ii) there has been no prior draw or charge by Sublandlord against either the Security Deposit or the Letter of Credit, and (iii) the Subtenant has satisfied the Financial Condition as defined immediately below, then the amount of the Security Deposit is so usedshall be reduced to the corresponding amounts set forth in the table below on the corresponding dates. If Subtenant elects to provide a Letter of Credit, appliedthen the Letter of Credit may provide for an automatic reduction in its amount corresponding to the reduction in the Security Deposit, or retained, Tenant will within ten but occurring thirty (1030) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice reduction of the Security Deposit, provided that if conditions above are not satisfied on the relevant date for reduction of the Security Deposit, then Sublandlord may draw against the Letter of Credit in order to cure such default.prevent the automatic reduction in its amount. The “Financial Condition” shall be defined as the satisfaction of the following criteria as documented by Subtenant’s updated financial statements delivered to Sublandlord and certified as accurate by an officer of Subtenant or by its outside accountants: a tangible net worth equal to or greater than the net worth of Subtenant in the financial statements delivered to Sublandlord by Subtenant immediately prior to the date of this Sublease. Dates Amount of Security Deposit Commencement Date through December 31, 2008 $ 95,000.00 January 1, 2009 through December 31, 2009 $ 70,000.00 January 1, 2010 through Expiration Date $ 47,500.00

Security Deposit. Upon execution of this Lease, 6.01 Tenant shall deposit with Landlord on the signing of this Lease the Security Deposit either in the form of cash or Letter of Credit (as defined and further described in Section 6.02), as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. If the Security Deposit is in the form of a Letter of Credit, the remainder of this Section 6.01 through Section 6.05 shall govern and if the Security Deposit is in the form of cash, Section 6.06 shall govern. Tenant agrees that in the event (i) of the occurrence of a Default or (ii) Tenant has defaulted beyond the expiration of applicable notice and cure periods, if any, in the performance of any of its obligations under this Lease, including the payment of any item of Rent, and the transmittal of a Notice of default by Landlord is barred by applicable law, Landlord may draw the entire amount of the Letter of Credit and use, apply or retain the whole or any part of such proceeds, to the extent required for the payment of any Base Rent, Additional Rent, or any other sum as to which Tenant is in Default, or for any sum that Landlord may reasonably expend or may be required to expend by reason of the Default (including any damages or deficiency accrued before or after summary proceedings or other reentry by Landlord). If Landlord applies or retains any portion or all of the proceeds of the Letter of Credit, Tenant shall forthwith restore the amount so applied or retained by delivering an additional or new Letter of Credit so that, at all times, the amount of the Security Deposit specified on [Page One]shall be the amount set forth in the Basic Lease Information. Provided there is no uncured Default, any balance of this Lease. The Security Deposit will the proceeds of the Letter of Credit held by Landlord and not used, applied or retained by Landlord as above provided, and any remaining Letter of Credit, shall be returned to Tenant within forty-five (45) days after the Expiration Date and after delivery of possession of the entire Premises to Landlord in accordance with the terms of this Lease. 6.02 Tenant shall deliver to Landlord a clean, irrevocable and unconditional letter of credit (such letter of credit, and any replacement thereof as provided herein, is called a “Letter of Credit”) issued and drawn upon any commercial bank reasonably approved by Landlord with offices for banking purposes in the State of New York or Connecticut (“Issuing Bank”), which Letter of Credit shall have a term of not less than one year, be in form and content reasonably satisfactory to Landlord, be for the account of Landlord and be in the amount of the Security Deposit set forth in the Basic Lease Information. The form of letter of credit annexed to this Lease as Exhibit D is satisfactory. The Letter of Credit shall provide that: (1) The Issuing Bank shall pay to Landlord or its duly authorized representative an amount up to the face amount of the Letter of Credit upon presentation of the Letter of Credit and a sight draft in the amount to be drawn; (2) The Letter of Credit shall be deemed to be automatically renewed, without interest upon amendment, for consecutive periods of one year each during the Term, unless the Issuing Bank sends written notice (the “Non-Renewal Notice”) to Landlord by certified or registered mail, return receipt requested, at least thirty (30) days prior to the expiration date of the Letter of Credit, to the effect that it elects not to have such Letter of Credit renewed; (3) The Letter of Credit delivered in respect of the last year of the Term shall have an expiration date of not earlier than sixty (60) days after the Expiration Date; and (4) The Letter of Credit shall be transferable by Landlord as provided in Section 6.04. 6.03 Landlord, after receipt of the LeaseNon-Renewal Notice, provided shall have the right to draw the entire amount of the Letter of Credit and to hold the proceeds as a cash Security Deposit. Landlord shall release such proceeds to Tenant upon delivery to Landlord of a replacement Letter of Credit complying with the terms hereof. 6.04 In the event of the sale or lease of the Building or the Property, Landlord shall have the right, at no cost to Landlord, to transfer the Security Deposit, without charge for such transfer (unless such charge is payable by Tenant), to the purchaser or lessee, and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit. In such event, Tenant agrees to look solely to the new landlord for the return of said Security Deposit. It is agreed that ▇▇▇▇▇▇ has paid all amounts due under this Lease the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new Landlord. Tenant shall execute such documents as may be reasonably necessary to accomplish such transfer or assignment of the Letter of Credit. 6.05 Tenant covenants that it will not assign or encumber, or attempt to assign or encumber, the Security Deposit held hereunder, and has otherwise performed all obligations hereunderthat neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment, or attempted encumbrance. In the event that Tenant defaults under any provision of this Leasebankruptcy, and after the expiration of any applicable cure periodinsolvency, Landlord may apply allreorganization or other debtor-creditor proceedings shall be instituted by or against Tenant, its successors or assigns, or any part guarantor of Tenant hereunder, the security shall be deemed to be applied to the payment of the Base Rent and Additional Rent due Landlord for periods prior to the institution of such proceedings and the balance, if any, may be retained by Landlord in partial satisfaction of Landlord’s damages. 6.06 If the Security Deposit is in the form of cash, the Security Deposit shall be delivered to Landlord upon the execution of this Lease by Tenant and held by Landlord without liability for interest (unless required by Law) as security for the performance of Tenant’s obligations. The Security Deposit is not an advance payment of Rent or a measure of damages. Landlord may use all or a portion of the Security Deposit to amounts owed satisfy past due Rent or to cure any Default (defined in Section 18) by Tenant. In If Landlord uses any portion of the event Security Deposit, Tenant shall, within 5 days after demand, restore the Security Deposit to its original amount. Landlord elects shall return any unapplied portion of the Security Deposit to apply Tenant within 45 days after the later to occur of: (a) determination of the final Rent due from Tenant; or (b) the later to occur of the Expiration Date or the date Tenant surrenders the Premises to Landlord in compliance with Section 25. Landlord may assign the Security Deposit to a successor or transferee and, following the assignment, Landlord shall have no further liability for the return of the Security Deposit. Landlord shall not be required to keep the Security Deposit separate from its other accounts. 6.07 Notwithstanding anything to the contrary herein, upon Tenant’s written notice to Landlord (the “Reduction Notice”) and provided no Default in then occurring under this Lease, the aggregate amount of the Security Deposit (whether in the form of cash or Letter of Credit) shall be reduced to $157,367.76 after the thirty-sixth (36th) month following the end of the Initial Base Rent Abatement Period. If Tenant provides Landlord with a Reduction Notice and Tenant is entitled a reduction of the Security Deposit as provided for aboveherein, Tenant (i) Landlord shall promptly restore such Security Deposit to return the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount applicable portion of the Security Deposit remainingto Tenant within forty-five (45) days after the later to occur of (A) Landlord’s receipt of the Reduction Notice, and (B) the date upon which Tenant is entitled to a successor/ownerreduction in the Security Deposit as provided above, if the Security Deposit is held in the form of cash, or (ii) Landlord, at no cost to Landlord, shall execute and ▇▇▇▇▇▇ agrees deliver such documents as are reasonably necessary to look solely at reduce the successor/owner for repayment amount of the sameLetter of Credit in accordance with the terms hereof, if the Security Deposit is held in the form of a Letter of Credit. Notwithstanding anything to the contrary contained herein, if Tenant has been in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of Default under this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original Lease at any time prior to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted effective date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion reduction of the Security Deposit is so usedand Tenant has failed to cure such Default within any applicable cure period, applied, or retained, then Tenant will within ten (10) days after written demand from Landlord, provide shall have no right to Landlord an additional irrevocable, stand-by letter reduce the amount of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultas described herein.

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

Security Deposit. Upon execution of this Lease by the Tenant, the Tenant shall pay to Landlord a Security Deposit in the amount of One Hundred Thousand ($100,000,00), Dollars. The Security Deposit shall be retained as security (interest free) for the faithful performance by Tenant of all terms, covenants and conditions herein. Landlord .is given .permission to .commingle said Security Deposit, and the Landlord, at Landlord's sole discretion, may at any time apply said Security Deposit or any part thereof against any default by Tenant of any of the terms, covenants and conditions of this Lease. In such event, Tenant shall upon demand deposit with Landlord the amount of so applied so that Landlord shall have the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any full amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely on hand at all times during the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies Term of this Lease. The Letter Upon the expiration of Credit this Lease, the Tenant shall (i) be unconditional, irrevocable, transferable, payable surrender possession of the Premises as required in Paragraph 22 herein. Landlord is given permission to Tenant upon presentment deduct from said Security Deposit the cost of original any cleaning or repairs to the issuer in person or by courierPremises, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date upon vacating of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all The Security Deposit or any part remaining portion will be returned within 30 days after the termination of this tenancy or completion of the Letter repairs necessitated by Tenant's misuse of Credit the Premises or any default in the faithful performance by Tenant of any terms, covenants and Tenant shall provide Landlord with an additional irrevocable stand-by letter conditions of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If In the event the Security Deposit is not sufficient to pay all charges due, Tenant defaults with respect to any provision of shall pay said charges within three (3) days after receiving written notice from the Landlord. Provided Tenant is not in default under this Lease beyond applicable notice and cure periodsat the end of the first Lease Year, including but not limited the Landlord shall return to the provisions relating Tenant Twenty-Five Thousand ($25,000.00) Dollars of the Security Deposit. Provided Tenant is not in default under this Lease at the end of the second -------- Lease Year, the Landlord shall return to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion Tenant an additional Twenty-Five ---- Thousand ($25,000.00) Dollars of the Security Deposit is so usedleaving the balance of -- Fifty Thousand ($50,000.00) Dollars to secure the faithful performance by Tenant -- of all terms, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter covenants and conditions of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore this Lease for the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish remainder of the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultTerm.

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

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

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

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

Security Deposit. Upon execution To secure the faithful performance of all of Tenant's obligations and agreements set forth in this LeaseSublease, Tenant shall deposit with Landlord Landlord, on or before the Commencement Date, a security deposit in the amount of $61,031.25 (the "Security Deposit"). Landlord may apply the Security Deposit specified to cure any default that may from time to time exist hereunder, without prejudice to any other remedy or remedies which Landlord may have on [Page One]account thereof and at such time, of this LeaseLandlord will provide Tenant with written notice thereof indicating the amount so applied. The Upon such application, Tenant shall pay Landlord on demand the amount so applied, which shall be added to the Security Deposit so the same may be restored to its original amount. If Landlord assigns its interest under this Sublease to an assignee who assumes in writing Landlord's obligations hereunder and Landlord delivers the Security Deposit to its assignee (at which time Landlord will provide Tenant with written notice thereof), Tenant hereby releases Landlord from any and all further liability with respect to the Security Deposit and/or its application or return. Landlord or its successor shall hold the Security Deposit as a separate fund in a separate, interest-bearing account in Landlord's name at a Federally-insured banking institution. If Tenant faithfully fulfills, keeps, performs and observes all of the covenants, conditions and agreements set forth in this Sublease, the Security Deposit shall be returned to Tenant without with accrued interest upon promptly after the expiration of the Term of the LeaseTerm, provided that ▇▇▇▇▇▇ Tenant has paid all amounts due under vacated the Premises and surrendered possession thereof to Landlord in the condition required by this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by TenantSublease. In the event Landlord elects terminates this Sublease or Tenant's right to possession by reason of an Event of Default by Tenant, Landlord may apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit against damages suffered to the original amountdate of such termination to the extent thereof, all pursuant to applicable law. Landlord mayIn the event any bankruptcy, at its discretioninsolvency, commingle such funds with its other funds, Upon any sale reorganization or other conveyance of the Buildingcreditor-debtor proceedings shall be instituted by or against Tenant, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/ownerits successors or assigns, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is not dismissed within sixty (60) days following thereafter, the expiration date this Lease. If Tenant defaults with respect Security Deposit shall be deemed to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating be applied first to the payment of Rentany Basic Rent or Additional Charges due Landlord for all periods prior to the institution of such proceedings, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion and the balance, if any, of the Security Deposit is so used, applied, may be retained or retained, Tenant will within ten (10) days after written demand from Landlord, provide paid to Landlord an additional irrevocable, stand-by letter in partial liquidation of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default's damages.

Security Deposit. Upon (a) Subtenant shall deliver to Sublandlord upon its execution of this LeaseSublease, Tenant shall deposit with Landlord for the amount full and faithful performance by Subtenant of the Security Deposit specified on [Page One]each and every term, provision, covenant and condition of this LeaseSublease and Subtenant shall maintain as set forth herein, a clean, irrevocable and freely transferable letter of credit, in the sum of $300,000.00, in form and substance, and issued by a bank, reasonably satisfactory to Sublandlord (the “Letter of Credit”). The Security Deposit will be returned Letter of Credit shall provide (i) for automatic annual renewals thereof to Tenant without interest upon and including the date that is sixty (60) days after the expiration of the Term Sublease Term, unless Sublandlord shall be notified by the issuing bank at least sixty (60) days prior to any expiration date that the Letter of Credit shall not be extended beyond such date; (ii) that upon presentation of the LeaseLetter of Credit to the issuing bank and its receipt of a written statement purported to be signed by or on behalf of Sublandlord stating that Subtenant is in Default under the Sublease, provided said issuing bank will pay to Sublandlord the amount stated in such notice to be necessary to cure such Default, up to the face amount of the Letter of Credit; and (iii) that ▇▇▇▇▇▇ has paid all amounts due under it shall be freely transferable by Sublandlord, to Sublandlord’s assignee of its interest in this Lease and has otherwise performed all obligations hereunderSublease upon notice to the issuing bank, without charge. The Letter of Credit shall be subject to the Uniform Practices for Documentary Credits then prevailing. In the event that Tenant defaults under any provision the issuing bank shall notify Sublandlord that the Letter of this LeaseCredit shall not be renewed or extended, and after then, not later than thirty (30) days prior to the expiration of the Letter of Credit, Subtenant shall deliver to Sublandlord a replacement Letter of Credit in the full amount required pursuant to this Section 15, in form and substance, and issued by a bank, reasonably satisfactory to Sublandlord. The failure of Subtenant to so timely furnish such replacement Letter of Credit as herein provided shall be deemed a Default hereunder. (b) If Subtenant is in Default hereunder, Sublandlord may, but shall not be required to draw on the Letter of Credit (as above provided) for the payment of any applicable cure periodRent in default or for payment of any other sum which Sublandlord may expend, Landlord or be required to expend, by reason of such Default, and, if Subtenant is in Default for having failed to timely furnish to Sublandlord a replacement Letter of Credit in accordance with the terms of Section 15(a), then Sublandlord shall have the right to draw the entire amount of the Letter of Credit and to hold the proceeds as a cash security deposit (the “Security Deposit”), as security for the full and faithful performance by Subtenant of all of the terms, covenants and conditions of this Sublease. If Subtenant is in Default, Sublandlord may use, apply all, or retain the whole or any part of the Security Deposit for the payment of any Rent in default or for payment of any other sum which Sublandlord may expend, or be required to amounts owed expend, by Tenantreason of Subtenant’s Default. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale If Sublandlord uses or other conveyance of the Building, Landlord may transfer the Security Deposit (retains all or any amount a portion of the Security Deposit remainingDeposit, Subtenant shall replenish such amount as Sublandlord used, within ten (10) days after written demand of Sublandlord. At any time or times when, pursuant to a successor/owner, and the provisions of this ▇▇▇▇▇▇▇ agrees ▇▇, ▇▇▇▇▇▇▇▇▇▇▇ shall draw on the Letter of Credit as aforesaid, and within five (5) days after Sublandlord’s demand therefor, Subtenant shall restore the amount of the Letter of Credit to look solely at the successor/owner for repayment amount then required hereunder and deliver an amendment to the Letter of Credit to Sublandlord, in form and substance reasonably satisfactory to Sublandlord, evidencing the same. Notwithstanding anything Sublandlord shall release the Security Deposit to Subtenant upon delivery to Sublandlord of a replacement Letter of Credit complying with the terms hereof. Sublandlord’s obligations with respect to the contrary in the paragraph above, in lieu Security Deposit are those of a cash Security Deposit, Tenant may deliver debtor and not a trustee. Sublandlord shall not be required to maintain the Security Deposit in a trust account or separate from Sublandlord’s general or other funds and Sublandlord may commingle the form Security Deposit with any of an unconditionalSublandlord’s general or other funds. Subtenant shall not be entitled to any interest on the Security Deposit. (c) In case of the assignment or other transfer by Sublandlord of its interest in this Sublease, cleanor any cessation of Sublandlord’s interest therein, irrevocable standby letter of creditwhether in whole or in part, (i) Sublandlord may, upon notice to Subtenant, transfer its interest in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditionalor Security Deposit, irrevocableas the case may be, transferable, payable to Tenant upon presentment of original to the issuer in person grantee, assignee or by courier, in partial or full drawsother transferee of Sublandlord’s interest, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject from and after such transfer and the transferee’s written assumption of Sublandlord’s obligations under this Section 15 Sublandlord shall be relieved of all liability with respect to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord or Security Deposit, as the case may be, and Subtenant shall look solely to the grantee, assignee or transferee for same. Subtenant agrees that Subtenant shall not assign (except in connection with a cancellation noticean assignment of the Sublease made in accordance with this Sublease) or encumber the Letter of Credit or Security Deposit, Landlord as the case may immediately draw upon be, and no such assignment or encumbrance by Subtenant of all or any part of the Letter of Credit and Tenant or Security Deposit, as the case may be, shall provide Landlord with an additional irrevocable stand-by letter of credit as provided belowbe binding upon Sublandlord, whether made prior to, during, or after the Sublease Term. Any and all fees Sublandlord shall not be required to exhaust its remedies against Subtenant or costs charged by the issuer in connection with against the Letter of Credit or Security Deposit, as the case may be, before having recourse to any other form of security held by Sublandlord and recourse by Sublandlord to such other form of security shall not affect any remedies of Sublandlord which are provided in this Sublease or which are available to Sublandlord under this Sublease. (d) Sublandlord agrees that, provided that no Default exists, Subtenant shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by permitted to reduce the amount of the Letter of Credit shall remain effective through to (i) $240,000.00 on the date that is sixty first (601st) anniversary of the Commencement Date, (ii) $192,000.00 on the second (2nd) anniversary of the Commencement Date, (iii) $153,600.00 on the third (3rd) anniversary of the Commencement Date, and (iv) $122,880.00 on the fourth (4th) anniversary of the Commencement Date. Upon request by Subtenant, given no earlier than ten (10) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited prior to the provisions relating respective dates upon which the Letter of Credit may be reduced pursuant to the payment of Rentpreceding sentence and provided that no Default exists, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of Sublandlord shall deliver to the Security Deposit is so usedissuing bank, applied, or retained, Tenant will within ten (10) days after receipt of such request from Subtenant, its written demand from Landlordauthorization to so reduce the amount of the Letter of Credit as of the date in question. (e) Subject to all of the other conditions and provisions of this Section 15, provide Subtenant agrees to Landlord an additional irrevocabledeliver, stand-by letter and Sublandlord agrees to accept, initially, a Letter of credit, which shall be in form and substance satisfactory Credit conforming to Landlord, all of the requirements of this Section 15 issued by City National Bank (the “Bank”). In the event that at anytime (i) the Bank’s credit rating, or (ii) the credit rating of any subsequent issuer of a bank Letter of Credit held by Sublandlord hereunder, falls below a level reasonably acceptable to LandlordSublandlord, then, in an amount sufficient such event, Subtenant shall supply and deliver to restore Sublandlord, within thirty (30) days of Sublandlord’s notice to Subtenant of the Security Deposit occurrence of (i) or (ii) above, a substitute Letter of Credit from a bank having a credit rating reasonably acceptable to its required amount pursuant to Sublandlord, and otherwise in compliance with the conditions and provisions of this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten 15. (10f) Provided that no Default exists, within sixty (60) days of the expiration or termination of the term of this Sublease (not resulting from a Default), Sublandlord shall return the date Letter of notice Credit or Security Deposit, if any, to cure such defaultSubtenant.

Security Deposit. Upon execution Simultaneously with ▇▇▇▇▇▇'s delivery of this Leasethe executed Lease to Landlord, Tenant shall deposit with will deliver to Landlord the Security Deposit in the form of cash or a letter of credit in the amount of the Security Deposit specified on [Page One]and in conformity with the provisions set forth below (the "Letter of Credit"), which Security Deposit shall be held by Landlord, as security, without interest, for and during the Term, and which Security Deposit shall be returned to Tenant at the termination of this Lease, provided there exists no default of Tenant under the provisions of this Lease. If a Letter of Credit is provided as the Security Deposit, the Letter of Credit shall be an irrevocable and unconditional standby documentary letter of credit in the amount of the Security Deposit issued by a institution satisfactory to Landlord in its reasonable discretion, naming Landlord, its successors and assigns as the beneficiary, assignable to a successor or assignee at no cost to Landlord or such successor or assignee, expiring no less than one (1) year from the Term Commencement Date and renewing automatically each year (or at the end of the applicable tem' thereof) unless the issuing bank has given Landlord notice at least forty-five (45) days prior to the expiration that the same will not be renewed, and otherwise in form and substance reasonably acceptable to Landlord. Landlord shall be permitted to draw upon the Letter of Credit in the event of (i) default by Tenant in any of its obligations hereunder after the giving of any required notice and the expiration of any applicable cure period, in which event Landlord may draw upon all or a portion of the Letter of Credit and apply the proceeds as described below, or (ii) failure by Tenant to provide to Landlord a replacement or substitute Letter of Credit in the amount of Security Deposit, and otherwise subject to the conditions set forth above, no less than thirty (30) days prior to the expiration date of the Letter of Credit then held by Landlord, in which event Landlord may draw upon all of the Letter of Credit and use the same to satisfy any unfulfilled obligation of Tenant under the Lease, without any obligation to segregate such funds or to account for them to Tenant, Tenant acknowledging that in such circumstance it shall have no right whatsoever to such proceeds. Such failure to provide a replacement or substitute Letter of Credit to Landlord no less than thirty (30) days prior to the expiration date of the Letter of Credit then held by Landlord shall be an event of default hereunder. The Security Deposit will be returned is being delivered by Tenant to Landlord as security for the faithful performance and observance by Tenant without interest upon the expiration of the Term of the Leaseterms, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease provisions and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision conditions of this Lease, . It is understood and agreed that if any default by Tenant occurs hereunder and continues after the giving of any required notice and the expiration of any applicable cure period, Landlord may use, apply allor retain the whole or any part of the Security Deposit so deposited to the extent required to cure such default or for payment of any sum as to which Tenant is in such default, if any, or for any sum which Landlord may expend or may be required to expend by reason of any such default by Tenant hereunder, if any. It is agreed that Landlord shall always have the right to apply the Security Deposit or any part thereof, as aforesaid, without prejudice to any other remedy or remedies which Landlord may have, or Landlord may pursue any other such remedy or remedies in lieu of applying the Security Deposit. If all or any part of the Security Deposit is applied to an obligation of Tenant hereunder, Tenant shall immediately upon request by Landlord restore the Security Deposit to its original amount. Tenant shall not have the right to call upon Landlord to apply all or any part of the Security Deposit to amounts owed cure any default or fulfill any obligation of Tenant, but such use shall be solely in the discretion of Landlord. Upon any conveyance by Tenant. In the event Landlord elects to apply of its interest under this Lease, the Security Deposit as provided for abovemay be delivered by Landlord to Landlord's grantee or transferee. Upon any delivery, Tenant shall promptly restore hereby releases Landlord herein named of any and all liability with respect to such Security Deposit and agrees to look solely to such grantee or transferee. It is further understood that this provision shall also apply to subsequent grantees and transferees. EXECUTED as a sealed instrument in two or more counterparts on the original amountday and year first above written. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and LANDLORD: CAMBRIDGEPARK 125 REALTY CORPORATION By: /s/ ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇▇▇▇ TENANT: INNOVATIVE DRUG DELIVERY SYSTEMS, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: CEO & President Hereunto duly authorized ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ A certain parcel of land in Cambridge, Middlesex, Massachusetts as shown on a plan entitled "Plan of Land Cambridge, Massachusetts" dated December 19, 1981, prepared by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Inc. and recorded with the Middlesex South Registry of Deeds as Plan No.560 of 1983 more particularly bounded and described as follows: Beginning at a point on the northerly sideline of CambridgePark Drive, said point is the southwesterly corner of the land of the Genetics Institute and is located N76 degrees 30' -41"W a distance of 16.53 feet from a point of curvature on the northerly sideline of said CambridgePark Drive; Thence running N76 degrees- 30'-41" W along the northerly sideline of CambridgePark Drive a distance of 300.00 feet; Thence turning and running N13 degrees- 29'-19"E a distance of 303.49 feet; Thence turning and running easterly by a curved line to the left of radius 2234.49 feet a distance of 23.42 feet; Thence turning and running N13 degrees 29'-19"E a distance of 13.86 feet; Thence turning and running westerly by a curved line to the right of radius 2904.43 feet a distance of 23.42 feet; Thence turning and running N13 degrees— 29'-19"E a distance of 41.44 feet; Thence turning and running northeasterly by a curved line to the left of radius 2864.93 feet a distance of 399.78 feet; Thence turning and running S13 degrees- 29'-19"W a distance of 43.74 feet; Thence turning and running southwesterly by a curved line to the right of a radius 2904.43 a distance of 78.34 feet to a concrete bound; Thence turning and running S13 degrees- 29'-19"W a distance of 429.91 feet to the point of beginning; Containing an area of 126,595 square feet for 2.906 acres. At Landlord's sole cost and expense, Landlord shall repaint all painted areas in the Premises and install carpet using Building Standard materials previously approved by Tenant. In addition, as shown on Exhibit C-1 attached hereto, Landlord's Work shall include configuring the Premises to include three (3) new office for a total of five (5) offices, a conference room and a kitchenette containing a sink within the kitchenette with a drain and running water. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion cost of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which sink shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultnot exceed $5,000. I. CLEANING

Security Deposit. Upon execution Lessee shall deposit with Lessor on the signing of this Lease, Tenant shall deposit with Landlord the amount of the Security Deposit specified as defined in the Preamble for the full and faithful performance of Lessee's obligations under this Lease, including without limitation, the surrender of possession of the Premises to Lessor as herein provided. If Lessor applies any part of said Security Deposit to cure any default of Lessee, Lessee shall, on [Page One]demand, deposit with Lessor the amount so applied so that Lessor shall have the full Security Deposit on hand at all times during the Term of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of a bona fide sale, subject to this Lease, Lessor shall have the right to transfer the Security Deposit to the vendee, and after Lessor shall be considered released by Lessee from all liability for the expiration return of any applicable cure periodthe Security Deposit; and lessee agrees to look solely to the new lessor for the return of the Security Deposit, Landlord may and it is agreed that this shall apply all, to every transfer or any part assignment made of the Security Deposit to amounts owed the new lessor. Provided this Lease is not in default, the Security Deposit (less any portions thereof used, applied or retained by TenantLessor in accordance with the provisions of this Article 16), shall be returned to Lessee after the expiration or sooner termination of this Lease and after delivery of the entire Premises to Lessor in accordance with the provisions of this Lease. Lessee covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and Lessor shall not be bound by any such assignment, encumbrance or attempt thereof. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Buildinginsolvency of Lessee, Landlord may transfer or in the Security Deposit (or any amount event of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu entry of a cash Security Deposit, Tenant may deliver the Security Deposit judgement in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision any court against Lessee which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers not discharged within thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting days after entry, or in the event a petition is filed by or against Lessee under any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part chapter of the Letter bankruptcy laws of Credit and Tenant shall provide Landlord with the State of Pennsylvania or the United States of America, then in such event, Lessor may require the Lessee to deposit additional security in an additional irrevocable stand-by letter amount which in Lessor's sole judgement would be sufficient to adequately assure Lessee's performance of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of its obliga- tions under this Lease beyond applicable notice and cure periods, including but not limited all payments subsequently accruing. Failure of Lessee to deposit the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will security required by this Article 16 within ten (10) days after Lessor's written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date material breach of notice to cure such defaultthis Lease by Lessee.

Security Deposit. Upon execution of this Lease, (a) Tenant shall deliver to Landlord upon execution hereof a security deposit with Landlord (the “Security Deposit”) in the amount of $156,000. As used herein, the term “Security Deposit specified on [Page One]Deposit” shall include, in addition, any letter of this Leasecredit provided pursuant to Paragraph 7(b). The Security Deposit will shall be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of U.S. dollars or an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord credit (the “Letter of Credit”) as security, provided the Letter of Credit and shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or issued by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation a bank acceptable to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord. The Security Deposit shall remain in full force and effect for the balance of the Term as security for the payment by Tenant of the Rent and all other charges or payments to be paid hereunder and the performance of the covenants and obligations contained herein, issued and the Letter of Credit shall be renewed at least thirty (30) days prior to any expiration thereof. If Tenant fails to renew the Letter of Credit by such date, time being of the essence, Landlord shall have the right at any time after the thirtieth (30th) day before such expiration date to draw on the Letter of Credit and to deposit the proceeds of the Letter of Credit in any account for the benefit of Landlord or to declare an Event of Default, and no interest thereon shall be due and payable to Tenant. (b) If at any time an Event of Default shall have occurred and be continuing, Landlord shall be entitled, at its sole discretion, to draw on the Security Deposit and to apply the proceeds in payment of (i) any Rent or other charges for the payment of which Tenant shall be in default, (ii) prepaid Basic Rent, (iii) any expense incurred by Landlord in curing any default of Tenant, and/or (iv) any other sums due to Landlord in connection with any default or the curing thereof, including, without limitation, any damages incurred by Landlord by reason of such default, including any rights of Landlord under Paragraph 19 or to do any combination of the foregoing, all in such order or priority as Landlord shall so determine in its sole discretion and Tenant acknowledges and agrees that such proceeds shall not constitute assets or funds of Tenant or its estate, or be deemed to be held in trust for Tenant, but shall be, for all purposes, the property of Landlord (or Lender, to the extent assigned). Tenant further acknowledges and agrees that (1) Landlord’s application of the proceeds of the Security Deposit towards the payment of Basic Rent, Additional Rent or the reduction of any damages due Landlord in accordance with Paragraph 20 of this Lease, constitutes a bank reasonably acceptable to Landlordfair and reasonable use of such proceeds, in and (2) the application of such proceeds by Landlord towards the payment of Basic Rent, Additional Rent or any other sums due under this Lease shall not constitute a cure by Tenant of the applicable default provided that an amount sufficient to restore Event of Default shall not exist if Tenant restores the Security Deposit to its required full amount pursuant to within five (5) days and in accordance with the requirements of this Section 8. Tenant’s failure to replenish Paragraph 28, so that the original amount of the Security Deposit shall constitute a failure be again on deposit with Landlord. (c) At the expiration of the Term and so long as no Event of Default exists the Security Deposit shall be returned to pay Additional Rent and Tenant Tenant. Landlord shall have ten (10) days the right to designate Lender or any other holder of a Mortgage as the beneficiary of the Letter of Credit or Cash Security Deposit during the term of the applicable Loan, and such Lender or other holder of a Mortgage shall have all of the rights of Landlord under this Paragraph 28. Tenant covenants and agrees to execute such agreements, consents and acknowledgments as may be requested by Landlord from time to time to change the date holder of notice to cure such defaultthe Security Deposit or Cash Security Deposit as hereinabove provided.

Security Deposit. Upon execution 41.01. Tenant has deposited with Landlord an unconditional, irrevocable letter of credit substantially in the form attached hereto as Schedule G in an amount equal to two monthly installments of fixed annual rent, as security for the full and punctual performance by Tenant of all of the terms of this Lease. In the event Tenant defaults in the performance of any of the terms of this Lease, Tenant Landlord may draw upon the letter of credit in full and any amounts not applied as hereinafter provided shall deposit be held by Landlord subject to and in accordance with Landlord the amount of the Security Deposit specified on [Page One], provisions of this LeaseArticle. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may then apply all, the whole or any part of the Security Deposit security so drawn upon to amounts owed the extent required for the payment of (i) any rent or (ii) any sum which Landlord may expend or may be required to expend by reason of Tenant's default including, without limitation, any damages or deficiency in the re-letting of the demised premises, whether accruing before or after summary proceedings or other re-entry by Landlord. Upon each such application, Tenant shall, on demand, pay to Landlord the sum so applied in cash which shall be added to the remaining proceeds from the letter of credit so that the security held by Landlord shall be restored to the amount first set forth above. If Tenant shall fully and punctually comply with all of the terms of this Lease, the letter of credit or the amount of the security deposit, as the case may be, shall be returned to Tenant after the termination of this Lease, delivery of exclusive possession of the Premises to Landlord and the payment to Landlord of the balance of Tenant's Expense Payment and Tax Payment for the final Operating Year and Tax Year. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any of a sale or other conveyance lease of the Building, Landlord may shall have the right to transfer the Security Deposit (letter of credit or any amount the security deposit to the vendee or lessee and Landlord shall ipso facto be released by Tenant from all liability for the return of the Security Deposit remaining) to a successor/owner, such security; and ▇▇▇▇▇▇ Tenant agrees to look solely at to the successor/owner new landlord for repayment the return of said security and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the sameletter of credit or security to a new landlord. Notwithstanding anything If 30 days prior to the contrary in the paragraph abovedate of such sale, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with holding a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided belowTenant's security, Tenant will upon 5 days' prior written notice, deliver a substitute letter of credit naming the new landlord as the new beneficiary thereof. Any and all fees or costs charged by In the issuer in connection with the Letter of Credit event Tenant shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rentdefault on such obligation, Landlord may draw upon all the letter of credit and transfer the proceeds thereof to the new landlord. Tenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as security and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, or attempted assignment or encumbrance. In the event the letter of credit referred to above or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by substitute letter of creditcredit is not renewed so that at all times the letter of credit held by Landlord hereunder is valid for a period in excess of 30 days, which shall be Landlord may draw upon said letter of credit and hold the proceeds thereof subject to and in form and substance satisfactory accordance with the terms of this Section. Anything to Landlordthe contrary contained herein notwithstanding, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and if Tenant shall have ten fully and punctually comply with all the terms of this Lease for two years following the Commencement Date, Landlord shall within 30 days thereafter return the letter of credit to Tenant upon receiving (10a) days a substitute letter of credit with an expiration date no earlier than one year from the date of notice such letter of credit and in substantially the same form as the letter of credit initially deposited with Landlord hereunder but in an amount equal to cure such defaultone monthly installment of fixed annual rent, and (b) a receipt for the original letter of credit from Tenant. The substitute letter of credit shall be held and applied subject to and in accordance with the terms of this Article 41.

Security Deposit. Upon execution Simultaneously with Tenant's delivery to Landlord of this Lease and the first month's Base Rent in accordance with the provisions of Section 3 above, Tenant shall deliver to Landlord, as a security deposit in lieu of a cash security deposit (the "Security Deposit"), for the full and faithful performance by Tenant of all of its obligations under this Lease, an irrevocable and unconditional negotiable letter of credit, in the form and containing the terms required herein, payable in the City of Foster City, California running in favor of Landlord issued by a solvent bank under the supervision of the Superintendent of Banks of the State of California, or a National Banking Association, in the amount of eighteen thousand five hundred sixty-eight and 96/100 dollars ($18,568.96) (the "Letter of Credit"). The Letter of Credit shall be (a) at sight and irrevocable (b) maintained in effect, whether through replacement, renewal or extension, for the entire Lease Term (the "Letter of Credit Expiration Date") and Tenant shall deliver a new Letter of Credit or certificate of renewal or extension to Landlord at least thirty (30) days prior to the expiration of the Letter of Credit, without any action whatsoever on the part of Landlord, (c) subject to the Uniform Customs and Practices for Documentary Credits (1993-Rev) International Chamber of Commerce Publication #400, and (d) acceptable to Landlord in its sole discretion. In addition to the foregoing, the form and terms of the Letter of Credit (and the bank issuing the same) shall be acceptable to Landlord, in Landlord's sole discretion, and shall provide, among other things, in effect that: (1) Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the Letter of Credit upon the presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) statement that such amount is due to Landlord under the terms and conditions of this Lease, it being understood that if Landlord or its managing agent be a corporation, partnership or other entity, then such statement shall be signed by an officer (if a corporation), a general partner (if a partnership), or any authorized party (if another entity); (2) the Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy thereof and regardless of whether the Tenant disputes the content of such statement; (3) in the event of a transfer of Landlord's interest in any of the Buildings of which the Premises are a part, Landlord shall transfer the Letter of Credit, in whole or in part (or cause a substitute letter of credit to be delivered, as applicable), to the transferee and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole or any portion of said Letter of Credit to a new Landlord. If, as a result of any such application of all or any part of such security, the amount secured by the Letter of Credit shall be less than eighteen thousand five hundred sixty- eight and 96/100 dollars ($18,568.96), Tenant shall forthwith provide Landlord with additional letter(s) of credit or cash in an amount equal to the deficiency and each such additional letter of credit shall comply with all of the provisions of this Section 4. Tenant further covenants and warrants that it will not assign nor encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the Letter of Credit Expiration Date, Landlord will accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided through the Letter of Credit Expiration Date upon the same terms as the expiring letter of credit or such other terms as may be acceptable to Landlord. However, if the Letter of Credit is not timely renewed or a substitute letter of credit or cash is not timely received, or if Tenant fails to maintain the Letter of Credit in the amount and terms set forth in this Section 4, Tenant, at least thirty (30) days prior to the expiration of the Letter of Credit, or immediately upon its failure to comply with each and every term of this Section 4, must deposit with Landlord cash security in the amounts required by, and to be held subject to and in accordance with, all of the terms and conditions set forth this Section 4 and all other applicable provisions of this Lease, failing which the Landlord may present such Letter of Credit to the bank in accordance with the terms of this Section 4, and the entire sum secured thereby shall be paid to Landlord, to be held by Landlord as provided in this Section 4. If Tenant is in default, Landlord may, but without obligation to do so, use the Security Deposit, or any portion thereof, to cure the default or to compensate Landlord for all damages sustained by Landlord resulting from Tenant's default. Tenant shall, immediately on demand, pay to Landlord a sum equal to the portion of the Security Deposit so applied or used so as to replenish the amount of the Security Deposit specified held to increase such deposit to the amount initially deposited with Landlord. (1) Tenant's financial net worth is at least $2,600,000 for the six (6) months immediately preceding such release as evidenced by the then current audited financial statement, and the previous year's audited financial statements (including interim periods following the end of the last fiscal year to which annual statements are available) which statements shall be prepared by a certified public accountant and shall present fairly the financial condition of Tenant at such dates and the result of its operations and changes in its financial position for the periods ended on [Page One]such dates (the "Financial Statements"); (2) Tenant has paid its payment of Rent, Additional Rent, and Utilities and Administrative Expenses pursuant to Section 3 hereof when due to Landlord as of this the Commencement Date, and through the 24th month of the Term; (3) Tenant has not been in default at any time during the Term of the Lease, or is currently in default of any provision of the Lease; and/or (4) Tenant has not assigned its rights and obligations under all or part of the Lease and Tenant shall not have subleased all or part of the Premises; and/or (5) Tenant has possession of all of the Premises under the Lease, and Tenant's possession has not been terminated earlier pursuant to the terms of the Lease. The Security Deposit will be returned Within fifteen (15) business days of receipt of Tenant's financial statements, Landlord shall notify Tenant of its agreement or denial to release the Letter of Credit. In the event Tenant's request for the Release of Letter of Credit is denied by Landlord, Tenant without interest upon shall maintain or renew the expiration Letter of Credit, for the balance of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, and containing the terms required hereinabove in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent 4, and Tenant shall have ten (10) days from the date no further rights to request Landlord for Release of notice to cure such defaultLetter of Credit.

Security Deposit. Upon 29.1. The Tenant shall pay to the Landlord upon execution and delivery of this Agreement the sum of $78,370.84 as a security deposit to be held by the Landlord as security for the Tenant's performance of all the Tenant's obligations under this Agreement (the "Security Deposit"). The Landlord may commingle the Security Deposit with its general funds. Any interest earned on the Security Deposit shall belong to the Landlord. The Tenant shall not encumber the Security Deposit. The Landlord, in its sole discretion, may apply the Security Deposit to cure any Event of Default under this Agreement. If any such application is made, upon notice by the Landlord to the Tenant, the Tenant shall promptly replace the amount so applied. If there has been no Event of Default, within 30 days after termination of the Term the Landlord shall return the entire balance of the Security Deposit to the Tenant or so much thereof as Landlord shall not have previously applied to the cure of an Event of Default as hereinabove provided. The Tenant will not look to any foreclosing mortgagee of the Property, the Building, the Common Facilities or any interest therein for such return of the balance of the Security Deposit, unless the mortgagee has expressly assumed the Landlord's obligations under this Agreement or has actually received the balance of the Security Deposit. 29.2. In the alternative as Tenant may elect: 29.2.1. upon execution of this Lease, the Tenant shall deposit post with Landlord as security for the full and faithful performance of this Lease upon the part of the Tenant to be performed an irrevocable, unconditional Letter of Credit in transferable form (together with all increases, renewals, replacements, amendments and substitutions, the "Letter of Credit") naming Landlord as beneficiary, with a term of at least one (1) year in the amount of $78,370.84 from an institution acceptable to Landlord in the Security Deposit specified on [Page One]reasonable exercise of its discretion (a "Qualified Bank"), presentable in New Jersey. First Union National Bank or PNC Bank each shall be considered a Qualified Bank. In no instance shall the amount of this Leasesuch security be considered a measure of liquidated damages. The Security Deposit will Tenant shall cause the Letter of Credit to be returned to Tenant without interest upon renewed for additional one year periods for the expiration of the Term entire term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In at least 15 days prior to the event that Tenant defaults under any provision of this Lease, and after the scheduled expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit each year, Tenant shall be delivered to provide Landlord with executed copies an extension of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with or replacement Letter of Credit from a cancellation noticeQualified Bank. If Tenant fails to provide such extension or replacement Letter of Credit within the time period provided above, Landlord may shall have the right to draw immediately draw upon all or any part the entire balance of the Letter of Credit and shall hold or disburse same in accordance with the provisions of this section. 29.2.2. Upon termination of this Lease, and provided Tenant is not in default hereunder following the delivery of notice and the expiration of all applicable cure periods , the Landlord shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with return the Letter of Credit to the Tenant. During the term of this Lease, Landlord shall be paid have recourse to said security to make good any default by ▇▇▇▇▇▇. The irrevocable stand-by Tenant following the delivery of notice and the expiration of all applicable cure periods, in which event Tenant shall, on demand, promptly restore said Letter of Credit shall remain effective through the date to its original amount. It is agreed that is sixty (60) days following the expiration date should Landlord convey its interest under this Lease, the security deposit may be turned over by Landlord to Landlord's grantee or transferee, and Tenant shall cooperate with Landlord by causing an appropriate amendment to the Letter of Credit to be issued changing the name of the beneficiary. If Upon any such delivery of an amendment to the Letter of Credit, provided that Tenant defaults shall have written notice of the transfer and accurate and current contact information regarding the transferee, Tenant hereby releases Landlord herein named of any and all liability with respect to any provision of this Lease beyond applicable notice the security deposit, its application and cure periodsreturn, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant agrees to look solely to such grantee or transferee, and it is further understood that this provision shall have ten (10) days from the date of notice also apply to cure such defaultsubsequent grantees and transferees. Tenant shall not mortgage, encumber or assign said security.

Security Deposit. (a) Tenant shall be obligated to post, as the "SECURITY DEPOSIT" hereunder, a sum equal to Two Hundred Fifty Thousand Dollars ($250,000.00). Upon execution the Lease Commencement Date, provided no default on the part of Tenant under this Lease shall then be in existence and no Event of Default, as defined in Section 18.1 hereof, has occurred hereunder, the security deposit shall be reduced to Two Hundred Thousand Dollars ($200,000.00). All cash which Tenant delivers to Landlord as a security deposit, including the proceeds if Landlord draws of the Letter of Credit, as defined below, will be deposited in a separate, interest-bearing account maintained by Landlord with a depository selected by Tenant and approved by Landlord, in its reasonable discretion, with interest accruing to the benefit of Tenant. Interest on the security deposit (if it is in the form of cash) shall be disbursed to Tenant no less often than on a quarterly basis. Following an Event of Default, interest earned on the security deposit shall be added to and become a part of the security deposit and shall not be disbursed to Tenant, except upon the return of the security deposit in accordance with the terms hereof. Landlord hereby approves NationsBank, N. A. as an acceptable depository for the security deposit. (b) The security deposit shall be security for the performance by Tenant of all of Tenant's obligations, covenants, conditions and agreements under this Lease. Within thirty (30) days after the expiration of the Lease Term, and provided Tenant has vacated the Premises and is not in default hereunder, Landlord shall return the security deposit to Tenant, less such portion thereof as Landlord shall have applied to satisfy any default by Tenant hereunder. Following an Event of Default by Tenant hereunder, Landlord shall have the right, but shall not be obligated, to use, apply or retain all or any portion of the security deposit for (i) the payment of any Annual Base Rent or additional rent or any other sum as to which Tenant is in default, (ii) the payment of any amount which Landlord may spend or become obligated to spend to repair physical damage to the Premises or the Building pursuant to Section 8.3 hereof, or (iii) the payment of any amount Landlord may spend or become obligated to spend, or for the compensation of Landlord for any losses incurred, by reason of Tenant's default hereunder, including, but not limited to, any damage or deficiency arising in connection with the reletting of the Premises. If any portion of the security deposit is so used or applied (including a draw under any letter of credit that may serve as the security deposit hereunder), within three (3) business days after written notice to Tenant of such use or application, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit security deposit to its the full amount required to be maintained hereunder (or, if the security deposit is in the form of a letter of credit, replace or restore the letter of credit to the full amount pursuant required to this Section 8. be maintained hereunder), and Tenant’s 's failure to replenish the Security Deposit do so shall constitute a failure to pay Additional Rent and default under this Lease. (c) Tenant shall have the right to deliver to Landlord an unconditional, irrevocable letter of credit in substitution for the cash security deposit, subject to the following terms and conditions. Such letter of credit shall be (a) substantially in the form attached hereto as Exhibit D or such other form and substance satisfactory to Landlord in its sole discretion; (b) at all times in the amount of the security deposit, and shall permit multiple draws; (c) issued by a commercial bank reasonably acceptable to Landlord from time to time and located in the Washington, D.C. metropolitan area; (d) made payable to, and expressly transferable and assignable at no charge by, the owner from time to time of the Building (which transfer/assignment shall be conditioned only upon the execution of a written document in connection therewith); (e) payable at sight upon presentment to a local branch of the issuer located in the Washington, D.C. metropolitan area of a simple sight draft or certificate stating that an Event of Default has occurred under this Lease and that Landlord is entitled to draw upon the letter of credit in the amount set forth in the sight draft or certificate; (f) of a term not less than one year; and (g) at least thirty (30) days prior to the then-current expiration date of such letter of credit, either (1) renewed (or automatically and unconditionally extended) from time to time through the ninetieth (90th) day after the expiration of the Lease Term, or (2) replaced with cash in the amount of the Security Deposit. Notwithstanding anything in this Lease to the contrary, any cure or grace periods set forth in this Lease shall not apply to Tenant's obligations under subsection (g) above, and, specifically, if Tenant fails to timely comply with the requirements of subsection (g) above, then Landlord shall have the right to immediately draw upon the letter of credit without notice to Tenant and apply the proceeds to the security deposit. Each letter of credit shall be issued by a commercial bank that has a credit rating with respect to certificates of deposit, short term deposits or commercial paper of at least P-2 (or equivalent) by ▇▇▇▇▇'▇ Investor Service, Inc., or at least A-2 (or equivalent) by Standard & Poor's Corporation, and shall be otherwise acceptable to Landlord in its reasonable discretion. If the issuer's credit rating is reduced below P-2 (or equivalent) by ▇▇▇▇▇'▇ Investors Service, Inc. or below A-2 (or equivalent) by Standard & Poor's Corporation, or if the financial condition of such issuer changes in any other materially adverse way, then Landlord shall have the right the require that Tenant obtain a substitute letter of credit from a different issuer that complies in all respects with the requirements of this Section, and Tenant's failure to obtain such substitute letter of credit within ten (10) business days from following Landlord's written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) shall entitle Landlord to immediately draw upon the then existing letter of credit in whole or in part, without notice to Tenant. In the event the issuer of any letter of credit held by Landlord is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation, or any successor or similar entity, then, effective as of the date such receivership or conservatorship occurs, said letter of credit shall be deemed not to meet the requirements of this Section, and, within ten (10) business days thereafter, Tenant shall replace such letter of credit with a substitute security deposit meeting the requirements of this Section (and Tenant's failure to do so shall, notwithstanding anything in this Lease to the contrary, constitute an Event of Default for which there shall be no notice or grace or cure periods being applicable thereto other than the aforesaid ten (10) business day period). Landlord shall return the superseded letter of credit to cure Tenant promptly upon receipt of its replacement. Any failure or refusal of the issuer to honor the letter of credit shall be at Tenant's sole risk and shall not relieve Tenant of its obligations hereunder with respect to the security deposit. (d) Tenant shall have the right, from time to time, to substitute a letter of credit meeting the requirements of Subparagraph (c) for the cash security deposit, and vice versa, on one or more occasions, provided that substitutions may not occur more frequently than one (1) time in any twelve (12) month period. (e) Provided that, as of the applicable Reduction Date, as defined below, (i) no default on the part of Tenant under this Lease shall then be in existence and no Event of Default, as defined in Section 18.1, has occurred hereunder, (ii) no uncorrected physical damages to the Premises shall have occurred, ordinary wear and tear excepted and (iii) no other event shall have occurred during the Lease Term which would entitle Landlord to use or to retain all or a portion of the security deposit in accordance with the provisions of this Article V, Tenant shall have the right on the first day of the second (2nd) Lease Year and on the first day of each of the following four (4) Lease Years thereafter (each a "REDUCTION DATE") to reduce the security deposit by the amount of Forty Thousand Dollars ($40,000.00). Notwithstanding anything herein to the contrary, if an Event of Default has occurred, then there shall occur no further reduction in the security deposit. If any portion of the security deposit is then in the form of a letter of credit, such defaultreduction shall occur by means of delivery by Tenant to Landlord of a substitute Letter of Credit in such amount and in strict conformity with the terms of this Article V, in which event, the original Letter of Credit and any substituted Letter of Credit, as applicable, shall be returned to Tenant. 5.2 In the event of the sale or transfer of Landlord's interest in the Building, Landlord shall have the right to transfer the security deposit to the purchaser or assignee, provided such purchaser or assignee assumes Landlord's obligations hereunder, as evidenced by the agreement of such purchaser or assignee, a copy of which Landlord shall furnish to Tenant in accordance with Section 14.3

Security Deposit. Upon (a) Concurrently with the execution of this Lease, Tenant shall deliver to the Escrow Agent a security deposit (the “Security Deposit”) in the amount of Five Hundred Eighty Thousand Dollars ($580,000). The Security Deposit shall initially be in the form of cash (a “Cash Security Deposit”). Subject to the terms of the Escrow Agreement, the Security Deposit shall be held by Escrow Agent until such time as Escrow Agent has received (i) Visador’s audited consolidated financial statements for the year ended December 31, 2006 which shall include a letter substantially in the form of Exhibit F, and (ii) a certificate from each of Senior Lender and Subordinated Lender substantially in the form of Exhibit G. Satisfaction of the foregoing conditions (i) and (ii) (the “Release Conditions”) shall be the only conditions to Escrow Agent’s release of the Security Deposit to Tenant. As soon as reasonably practicable after the Release Conditions have been satisfied, Escrow Agent shall release the Security Deposit to Tenant, notwithstanding the existence of an Event of Default, any change in Visador’s business or prospects, any dispute between Landlord and Tenant or any other fact or circumstance. Until the Release Conditions are satisfied, Escrow Agent shall hold the Security Deposit as security for the payment by Tenant of the Rent and all other charges or payments to be paid hereunder and the performance of the covenants and obligations contained herein. The Security Deposit shall be held in a separate escrow account maintained by Escrow Agent and not be commingled with other funds of Landlord or other Persons. Any interest earned on the Security Deposit shall be paid to Tenant in connection with the release of the Security Deposit following satisfaction of the Release Conditions. (b) Notwithstanding the foregoing, no later than April 9, 2007, Tenant agrees and covenants to provide to Escrow Agent a Letter of Credit to replace the Cash Security Deposit. Such Letter of Credit (i) shall be in the amount of the Security Deposit specified or if any amounts have been disbursed from the Security Deposit in accordance with the Escrow Agreement, then in such lesser amount, (ii) shall be held by Escrow Agent pursuant to the Escrow Agreement until Tenant has complied with the Release Conditions related to disbursement of the Security Deposit, (iii) shall be drawn on [Page One]by Escrow Agreement at the instruction of Landlord to fund amounts due to Landlord pursuant to paragraph 35(c) in accordance with the Escrow Agreement and (iv) shall contain instructions to the financial institution issuing the Letter of Credit to disburse the funds held pursuant to the Letter of Credit in accordance with the terms and conditions in this Paragraph 35. (c) If at any time an Event of Default shall have occurred and be continuing, Landlord shall be entitled, at its sole discretion, to instruct Escrow Agent to draw on the Letter of Credit or to withdraw the Cash Security Deposit from the above-described account in accordance with the Escrow Agreement, and Landlord shall have the right to apply the proceeds in payment of (i) any Rent or other charges for the payment of which Tenant shall be in default, (ii) Basic Rent (including any Basic Rent that has been accelerated in accordance with the terms of this Lease) on the date such Basic Rent is due and payable, (iii) any expense incurred by Landlord in curing any default of Tenant, and/or (iv) any other sums due to Landlord in connection with any default or the curing thereof, including, without limitation, any damages incurred by Landlord by reason of such default, including any rights of Landlord under Paragraph 23 or to do any combination of the foregoing, all in such order or priority as Landlord shall so determine in its sole discretion and Tenant acknowledges and agrees that such proceeds shall not constitute assets or funds of Tenant or its estate, or be deemed to be held in trust for Tenant, but shall be, for all purposes, the property of Landlord (or Lender, to the extent assigned). The Tenant further acknowledges and agrees that (1) Landlord’s application of the proceeds of the Letter of Credit or Cash Security Deposit will be returned to Tenant without interest upon towards the expiration payment of Basic Rent, Additional Rent or the Term reduction of the any damages due Landlord in accordance with Paragraph 23 of this Lease, provided that ▇▇▇▇▇▇ has paid all amounts constitutes a fair and reasonable use of such proceeds, and (2) the application of such proceeds by Landlord towards the payment of Basic Rent, Additional Rent or any other sums due under this Lease and has otherwise performed all obligations hereunder. In shall not constitute a cure by Tenant of the event applicable default; provided that an Event of Default shall not exist if Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of restores the Security Deposit to amounts owed by Tenant. In its full amount within five (5) Business Days and in accordance with the event Landlord elects to apply the Security Deposit as provided for aboverequirements of this Paragraph 35, Tenant shall promptly restore such Security Deposit to so that the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remainingshall be again on deposit with Landlord. (d) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment Upon satisfaction of the same. Notwithstanding anything to the contrary in the paragraph aboveRelease Conditions, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided Escrow Agent shall return the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditionalor any funds remaining available under the Cash Security Deposit, irrevocableas the case may be, transferable, payable to Tenant upon presentment in accordance with the terms of original the Escrow Agreement. (e) Landlord shall have the right to assign the issuer in person Security Deposit to Lender or by courier, in partial or full drawsany other holder of a Mortgage during the term of the applicable Loan, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date such Lender or other holder of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon Mortgage shall have all or any part of the Letter rights of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit under this Paragraph 35, including, without limitation, the right to replace Landlord as provided below. Any and all fees or costs charged by the issuer in connection with beneficiary under the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of Tenant covenants and agrees to execute such agreements, consents and acknowledgments as may be requested by Landlord from time to time to assign the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultas hereinabove provided.

Security Deposit. Upon Tenant, concurrently with the execution of this Lease, Tenant shall deposit with has delivered to Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord credit (the “Letter of Credit”) established in Landlord’s (and its successors’ and assigns’) favor in the amount of [**] [Confidential Treatment] (the “Letter of Credit Amount”), issued by a federally insured banking or lending institution acceptable to Landlord in the form of Exhibit H attached hereto as securitya security deposit (the “Security Deposit”). The Letter of Credit specifically provides for partial draws and shall by its terms be transferable by the beneficiary thereunder. If Tenant fails to make any payment of Rental, provided or otherwise defaults hereunder, beyond any applicable notice and cure period, Landlord, at Landlord’s option, may make a demand for payment under the Letter of Credit in an amount equal to the amounts then due and owing to Landlord under this Lease. In the event that Landlord draws upon the Letter of Credit or if at any time Landlord determines in its reasonable discretion that the issuer of the Letter of Credit is not acceptable, Tenant shall present to Landlord a replacement Letter of Credit in the full Letter of Credit Amount satisfying all of the terms and conditions of this paragraph issued by a financial institution acceptable to Landlord (in its reasonable opinion), and in substantially the same form as Exhibit H within twenty (20) days after receipt of notice from Landlord of such draw or of Landlord’s determination that the issuer is no longer acceptable. If Tenant shall fail to do so within such twenty (20) day period Landlord shall immediately be entitled to draw the entire amount of the Letter of Credit and hold the proceeds as a cash security deposit. In the event that the Letter of Credit has an expiration date earlier than the expiration date of this Lease and Tenant has not presented to Landlord a replacement Letter of Credit which complies with the terms and conditions of the Lease on or before thirty (30) days prior to the expiration date of any such Letter of Credit then held by Landlord, then Landlord shall have the right to draw upon the Letter of Credit then held by Landlord and any such amount paid to Landlord by the issuer of the Letter of Credit shall be delivered to held by Landlord with executed copies as security for the performance of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies obligations hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with interest earned on any proceeds of the Letter of Credit shall be paid by ▇▇▇▇▇▇the property of Landlord. The irrevocable stand-by If Landlord elects to draw under the Letter of Credit shall remain effective through and to hold the date that is sixty (60) days following proceeds of the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to drawing under the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If Credit as a cash security deposit, such action shall not be deemed a cure of any portion default by Tenant hereunder (other than the failure to deliver a replacement letter of the Security Deposit is so usedcredit) but, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord upon delivery of an additional irrevocable, stand-by acceptable replacement letter of credit, which Landlord shall release the cash proceeds then held by Landlord to Tenant. Tenant acknowledges that any proceeds of a draw made under the Letter of Credit and thereafter held by Landlord may be used by Landlord to cure or satisfy any obligation of Tenant hereunder as if such proceeds were instead proceeds of a draw made under a Letter of Credit that remained outstanding and in form full force and substance satisfactory effect at the time such amounts are applied by Landlord to Landlordcure or satisfy any such obligation of Tenant. Tenant hereby affirmatively disclaims any interest Tenant has, issued may have, claims to have, or may claim to have in any proceeds drawn by a bank reasonably acceptable Landlord under the Letter of Credit and held in accordance with the terms hereof. Without limiting the generality of the foregoing, Tenant expressly acknowledges and agrees that at the end of the Lease Term (whether by expiration or earlier termination hereof), and if Tenant is not then in default under this Lease, Landlord shall return to Landlordthe issuer of the Letter of Credit or its successor (or as such issuer may direct in writing) any remaining and unapplied proceeds of any prior draws made under the Letter of Credit, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten no rights, residual or otherwise, in or to such proceeds. On February 1, 2010 and on February 1 of each of the four calendar years thereafter, Tenant shall be entitled to reduce the Letter of Credit by [**] [Confidential Treatment] provided that Tenant is not then in default under this Lease beyond any applicable notice or cure period. In no event, however, shall the Letter of Credit Amount be reduced below [**] [Confidential Treatment]. Any reduction permitted hereby shall be accomplished by Tenant’s delivery of a replacement letter of credit in the required amount approved by Landlord as to form and issuing bank (10) days from and otherwise in compliance with the date provisions of notice this Section 2.5 and in substantially the same form as the Letter of Credit being replaced). Simultaneously upon receipt of an acceptable replacement letter of credit, Landlord shall return to cure such defaultTenant the Letter of Credit then held by Landlord. Landlord shall release the letter of credit in the amount of [**] [Confidential Treatment], which Landlord is holding pursuant to the Original Lease, upon receipt of the Letter of Credit required hereunder.

Security Deposit. Upon (a) Tenant shall, upon the execution of this Leaselease by Tenant, Tenant shall deposit with Landlord the amount a letter of credit issued in favor of the Security Deposit specified on [Page One], Landlord in the sum of Seventy Thousand Dollars ($70,000.00) as security for the faithful performance and observance by Tenant of the terms of this Lease. (b) The letter of credit shall be an irrevocable, unconditional letter of credit with an initial term of not less than one year from the Commencement Date of this lease. Without further act or instrument required by Landlord, the letter of credit shall be renewed by Tenant not less than 30 days prior to the then current expiration date of the letter of credit for successive additional terms of at least one year throughout the remainder of the Lease. The letter of credit (or any renewal, extension or replacement thereof) shall continue in full force and effect and shall be maintained in the Security Deposit will be returned to Tenant without interest upon Amount for one full calendar month beyond the expiration of the Term of this lease. The letter of credit shall (i) be negotiable and freely transferable in connection with a sale or transfer by Landlord as hereinafter described; (ii) be issued by a New York bank or other banking institution reasonably acceptable to Landlord which is a member of the Lease, provided New York Clearing House Association or other association accepted by Landlord; (iii) provide for payment of all or any portion of the face amount of the Letter of Credit to Landlord upon the receipt by the issuing bank of a statement signed by a representative of Landlord that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In Landlord is entitled to such amount pursuant to the event that Tenant defaults under any provision terms of this Lease, ; and after (iv) be otherwise in form and substance reasonably satisfactory to Landlord. Tenant's failure to maintain the expiration letter of credit or to substitute a cash security deposit as a replacement therefor shall constitute a default under this Lease. (c) If (x) Tenant defaults in the full and prompt payment and performance of any applicable cure periodof Tenant's covenants and obligations under this Lease, including the payment of Fixed Rent and Additional Charges, or (y) Tenant fails to deliver to Landlord a renewal or replacement of such letter of credit or any replacement thereof at least 30 days before the expiry thereof, Landlord may may, but shall not be required to, draw upon such letter of credit and use, apply all, or retain the whole or any part of the Security Deposit proceeds thereof, to the extent required for the payment of any Fixed Rent and Additional Charges or any other sums as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrue before or after summary proceedings or other reentry by Landlord. If Landlord shall so use, apply or retain the whole or any part of such proceeds, Tenant shall upon demand immediately deposit with Landlord a sum equal to the amount so used, applied or retained, as security as aforesaid, failing which Landlord shall have the same rights and remedies as for the nonpayment of Fixed Rent beyond the applicable grace period. If Tenant shall fully and faithfully comply with all of Tenant's covenants and obligations under this Lease, the letter of credit or any proceeds thereof which have not been so used, applied or retained and any additional amounts owed deposited with Landlord under the preceding sentence, shall be returned or paid over to Tenant upon the Expiration Date or any earlier termination of this Lease (except by reason of Tenant's default) and after delivery to Landlord of possession of the entire Premises. In the event Landlord elects to apply the Security Deposit as provided for aboveof any sale, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale transfer or other conveyance leasing of Landlord's interest in the Building, whether or not in connection with a sale, transfer or leasing of the Land to a vendee, transferee or lessee, Landlord may shall have the right to transfer the Security Deposit (letter of credit, any proceeds thereof which have not been so used, applied or any amount of retained and/or such additional amounts deposited with Landlord, as the Security Deposit remaining) case may be, to a successor/ownerthe vendee, transferee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return or payment thereof, and ▇▇▇▇▇▇ agrees to Tenant shall look solely at to the successor/owner new landlord for repayment the return or payment of the same. Notwithstanding anything Tenant, at Tenant's expense, shall obtain promptly upon Landlord's request any amendment of the letter of credit required to permit such vendee, transferee or lessee to draw upon the contrary same. Except in the paragraph above, in lieu connection with an assignment of a cash Security Depositthis Lease permitted under Article 8, Tenant may deliver shall not assign or encumber or attempt to assign or encumber the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to any proceeds thereof or such additional amounts deposited with Landlord, and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. In any event, in the absence of evidence satisfactory to Landlord of an assignment of the right to receive the letter of credit, any proceeds thereof which have not been so used, applied or retained and such additional amounts deposited with Landlord, Landlord may return the security to the original Tenant regardless of one or more assignments of this Lease. Any replacement letter of credit shall be in the same amount (except as otherwise provided in the first sentence of this Section 37.1) and in substantially the same form as the letter of credit being replaced and shall be issued by a commercial bank which is a member of the New York Clearing House (or successor) or other bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit and shall be delivered to for a term of at least one year. (d) Provided Tenant is not then in default under this Lease and Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant has not drawn upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by such letter of credit as provided below. Any herein, Tenant shall have the right, upon reasonable prior notice to Landlord, to replace such letter of credit with a good and all fees sufficient check payable to Landlord, or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit Superior Mortgagee which is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by then holding such letter of credit, which shall ; such check to be in form the Security Amount drawn on and substance satisfactory to Landlord, issued certified by a New York City bank reasonably acceptable to Landlord, in an amount sufficient to restore which is then a member of the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute New York Clearing House or a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default.successor

Security Deposit. (A) Upon Tenant’s execution and submission of this Lease, as a condition to the effectiveness of this Lease, Tenant shall deposit with deliver to Landlord a Lease Bond in favor of Landlord issued by Zurich Insurance Company or other surety acceptable to Landlord in Landlord’s sole discretion (the amount “Surety”) in the form attached hereto as Exhibit G and that otherwise conforms to the requirements of this Article (“Lease Bond”). The Lease Bond shall serve as security for the prompt, full and faithful performance by Tenant of the Security Deposit specified on [Page One]terms, covenants and conditions of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults is in Default hereunder and fails to cure within any applicable time permitted under any provision of this Lease, Landlord may recover from the surety for the payment of Tenant’s obligations hereunder. Furthermore, in the event Tenant Defaults under 20(A)(v) or in the event Tenant Defaults and Landlord files suit to exercise its remedies under this Lease, then Landlord may recover from the surety the unamortized portion of all inducement amounts expended by Landlord in connection with this Lease including, without limitation, to reimburse Landlord for the Construction Allowance and broker commissions, such amortization to be on a straight line basis from the Commencement Date to the Expiration Date. If additional funds remain after Landlord or Tenant has cured such Default(s), Landlord shall hold the remainder of such cash paid to it by the Surety for the faithful performance and observance by Tenant of the terms, covenants, and conditions of this Lease on Tenant’s part to be observed and performed, with the same rights as hereinabove set forth to apply or retain the same in the event of any further Default by Tenant under this Lease, subject to Tenant’s right to substitute said cash collateral with a Lease Bond or Letter of Credit, satisfying the requirements of this Article 30. The Lease Bond shall not prevent Landlord from exercising any other right or remedy provided hereunder or under any Law and shall not be construed as liquidated damages. In no event shall the Lease Bond be considered an advance payment of Rent, and in no event shall Tenant be entitled to use the Lease Bond for the payment of Rent. Landlord shall transfer the Lease Bond to any purchaser of the Property. Upon such transfer, provided that such purchaser assumes in writing this Lease, Tenant shall look solely to such purchaser for return of the Lease Bond and Landlord shall be relieved of any liability with respect to the Lease Bond. All costs of obtaining, maintaining, replacing, renewing and/or restoring the Lease Bond shall be borne by Tenant. The Lease Bond shall be: (a) in form and substance satisfactory to Landlord in its sole discretion (it being agreed that a Lease Bond in the form attached hereto as Exhibit G shall be deemed satisfactory) with the following criteria at a minimum; (b) in the stated face amount of One Million Nine Hundred Fifty-Eight Thousand Sixty-Four Dollars ($1,958,064.00); (c) issued by a company with an A.M. Best rating of at least A, VI, who is acceptable to Landlord from time to time with an office in the Chicago area; (d) made in favor of, and expressly transferable and assignable one or more times at no charge by, the owner from time to time of the Property or its lender (which transfer/assignment shall be conditioned only upon the execution of a reasonable and customary assignment document), whether or not the original principal of the Lease Bond continues to be the initial tenant under this Lease by virtue of a change in name or structure, merger, assignment, transfer or otherwise; (e) of a term not less than one year, and shall on its face state that the same shall be renewed automatically, without the need for any further written notice or amendment, for successive minimum one year periods through the sixtieth (60th) day after the expiration of the Lease Term. Tenant shall use its best efforts to renew or replace the bond annually. Tenant shall cooperate with Landlord to effect any modifications, transfers or replacements of the Lease Bond requested by Landlord in order to assure that Landlord is at all times fully secured by a valid Lease Bond under which Landlord, its successors and assigns, may receive full payment. Landlord reserves the right to require that Tenant provide a letter of credit in the required amount of the Lease Bond in the event that a Lease Bond that meets the requirements of this Article is no longer in effect or in the event that Landlord is entitled but unable to receive any required payment from the Surety. Notwithstanding anything in this Lease to the contrary, any cure or grace period provided in connection with a Default shall not apply to any requirements associated with the Lease Bond. If any of the aforesaid requirements are not complied with timely, then an immediate Default shall occur and Landlord shall have the right to immediately receive payment from the surety in the full amount of the Lease Bond and Landlord may hold any portion of the proceeds as a cash security deposit, without payment of interest to Tenant. In the event the Surety of the Lease Bond ever receives an A.M. Best rating of less than A-, VI, or is placed into receivership, or if a trustee, receiver or liquidator is appointed for the Surety, then, effective as of the date of such occurrence, said Lease Bond shall be deemed to not meet the requirements of this Article and, within ten (10) business days thereof, Tenant shall replace such Lease Bond with other collateral meeting the requirements of this Article (and Tenant’s failure to do so shall, notwithstanding anything in this Lease to the contrary, constitute a Default for which there shall be no notice or grace or cure periods being applicable thereto other than the aforesaid ten (10) day period). Any failure or refusal of the Surety to make payment to Landlord shall be at Tenant’s sole risk and shall not relieve Tenant of its obligations hereunder. The Lease Bond may be drawn upon in part or in full, periodically or at one time, upon presentation of only the Lease Bond and a written statement from an authorized representative of Landlord stating that Landlord is entitled to draw and the amount of the draw. If Landlord shall at any time draw upon the Lease Bond in accordance with this Article, Tenant shall restore all amounts drawn by Landlord within ten (10) business days of such draw. Tenant agrees that the Lease Bond may be presented by Landlord for payment (a) upon a Default by Tenant under this Lease, (b) if an immediate Default occurs under this Article, and/or (c) in the event that Tenant has not delivered to Landlord at least thirty (30) days prior to the expiration of the term of the Lease Bond a renewed or replacement Lease Bond complying with all the requirements of this Lease. Landlord shall draw only such amount as Landlord is entitled to draw pursuant to this Article 30. Notwithstanding the foregoing, provided no material Default has occurred hereunder, then on the first day of the sixth Lease Year Tenant may reduce the required amount of the Lease Bond to Nine Hundred Seventy Nine Thousand Thirty-Two Dollars ($979,032.00), on the first day of the seventh Lease Year, Tenant may reduce the required amount of the Lease Bond to Four Hundred Eighty Nine Thousand Five Hundred Sixteen Dollars ($489,516.00), and as of the first day of the eighth Lease Year, no Lease Bond shall be required. (B) As an alternative to a Lease Bond, Tenant may deliver to Landlord a clean, unconditional, irrevocable letter of credit that conforms to the requirements of this Article (“Letter of Credit”). The Letter of Credit shall serve as security for the prompt, full and faithful performance by Tenant of the terms, covenants and conditions of this Lease. In the event that Tenant is in Default hereunder and fails to cure within any applicable cure periodtime permitted under this Lease, Landlord may apply alldraw on the Letter of Credit for the payment of Tenant’s obligations hereunder. Furthermore, in the event Tenant Defaults under 20(A)(v) or any part in the event Tenant Defaults and Landlord files suit to exercise its remedies under this Lease, then Landlord may draw on the Letter of Credit for the unamortized portion of all inducement amounts expended by Landlord in connection with this Lease including, without limitation, to reimburse Landlord for the Construction Allowance and broker commissions, such amortization to be on a straight line basis from the Commencement Date to the Expiration Date. If additional cash funds remain after Landlord or Tenant has cured such Default(s), Landlord shall hold the remainder of such cash drawn from the Letter of Credit for the faithful performance and observance by Tenant of the Security Deposit terms, covenants, and conditions of this Lease on Tenant’s part to amounts owed be observed and performed, with the same rights as hereinabove set forth to apply or retain the same in the event of any further Default by Tenant under this Lease, subject to Tenant’s right to substitute said cash collateral with a Lease Bond or Letter of Credit, satisfying the requirements of this Article 30. The Letter of Credit shall not prevent Landlord from exercising any other right or remedy provided hereunder or under any Law and shall not be construed as liquidated damages. In no event shall the Letter of Credit be considered an advance payment of Rent, and in no event shall Tenant be entitled to use the Letter of Credit for the payment of Rent. Landlord shall transfer the Letter of Credit to any purchaser of the Property. Upon such transfer, provided that such purchaser assumes in writing this Lease, Tenant shall look solely to such purchaser for return of the Letter of Credit and Landlord shall be relieved of any liability with respect to the Letter of Credit. All costs of obtaining, maintaining, replacing, renewing, transferring, and/or restoring the Letter of Credit shall be borne by Tenant. In the event that Tenant is in Default hereunder and fails to cure within any applicable time permitted under this Lease, or in the event that Tenant owes any amounts to Landlord elects to apply upon the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance expiration of the Buildingthis Lease, Landlord may transfer use or apply the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all whole or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter proceeds for the payment of credit as provided belowTenant’s obligations hereunder. Any and all fees or costs charged by the issuer in connection with the The Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty be: (60a) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to LandlordLandlord in its reasonable discretion (with the following criteria at a minimum); (b) at all times in the stated face amount of $1,958,064.00 subject to reductions as set forth below, and shall on its face state that multiple and partial draws are permitted and either (i) that partial draws will not cause a corresponding reduction in the stated face amount of the Letter of Credit or (ii) that, within five (5) business days after any such partial draw, the issuer will notify Landlord in writing that the Letter of Credit will not be reinstated to its full amount in which event Landlord shall have the right to immediately draw on the remainder of the Letter of Credit (it being understood that the Letter of Credit shall at all times be not less than the total Letter of Credit amount as so required); (c) issued by a commercial bank reasonably acceptable to LandlordLandlord from time to time with a banking office in the City of Chicago, for the account of Tenant and its permitted successors and assigns under this Lease; (d) made payable to, and expressly transferable and assignable one or more times at no charge by, the owner from time to time of the Building or its lender (which transfer/assignment shall be conditioned only upon the execution of a reasonable and customary written document in an connection therewith), whether or not the original account party of the Letter of Credit continues to be the Tenant under this Lease by virtue of a change in name or structure, merger, assignment, transfer or otherwise; (e) payable at sight upon presentment to a Chicago, Illinois branch of the issuer of the original Letter of Credit of a simple sight draft stating only that Landlord is permitted to draw on the Letter of Credit under the terms of the Lease and setting forth the amount sufficient to restore that Landlord is drawing; (f) of a term not less than one year, and shall on its face state that the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish same shall be renewed automatically, without the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten need for any further written notice or amendment, for successive minimum one year periods, unless the issuer notifies Landlord in writing, at least sixty (1060) days from prior to the expiration date thereof, that such issuer has elected not to renew the Letter of Credit (which will thereafter entitle Landlord to draw on the Letter of Credit); and (g) at least thirty (30) days prior to the then current expiration date of notice such Letter of Credit, either (1) renewed (or automatically and unconditionally extended) from time to cure such default.time through the sixtieth

Security Deposit. Upon Tenant shall, upon execution of this Lease, Tenant shall deposit with provide to Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a the form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) attached hereto as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to LandlordExhibit D, issued by a bank reasonably acceptable to Landlord. The letter of credit shall be in the amount of Six Hundred and Fifty Thousand and 00/100 Dollars ($650,000.00) and shall constitute the “Security Deposit” for the full and faithful performance by Tenant of all of the terms, conditions and covenants contained in the Lease on the part of the Tenant to be performed, including but not limited to the payment of rent. Such letter of credit shall automatically renew on an amount sufficient annual basis and shall not expire less than sixty (60) days after the expiration or earlier termination of this Lease. In the event Landlord receives notice from the bank issuing the letter of credit that the letter of credit will not be renewed and Landlord has not received a replacement letter of credit at least forty-five (45) days prior to restore the Security Deposit to its required amount expiration date thereof, Landlord may immediately draw upon such letter of credit and hold the cash proceeds thereof in lieu of such letter of credit. All sums held by Landlord pursuant to this Section 8Article 4 shall be without interest. Landlord may, at its option, draw upon the letter of credit in the event of a default by Tenant of any term, condition or covenant in the Lease; and if Landlord does so, Tenant shall, upon request of Landlord, deposit with Landlord the amount so applied so that Landlord will have on hand at all times during the Lease Term the full amount. At the end of the Lease Term, provided there is no uncured default, Landlord shall return the letter of credit or, in the event such is not renewed, any security held by Landlord, to Tenant’s failure to replenish , within sixty (60) days after the Security Deposit shall constitute a failure to pay Additional Rent and expiration date of the Lease Term. Notwithstanding the above, provided Tenant has not been in default hereunder beyond any applicable cure period, Tenant shall have ten the right (10i) on March 1, 2011 upon thirty (30) days from the date of prior written notice to cure such defaultLandlord to reduce the letter of credit to Three Hundred Twenty-Five Thousand and 00/100 Dollars ($325,000.00), and (ii) on March 1, 2015 upon thirty (30) days prior written notice to Landlord to reduce the letter of credit to zero and Landlord shall return the original letter of credit to Tenant.

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

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

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

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

Security Deposit. Upon execution of this Lease, Tenant shall deposit with Landlord the amount sum of $ 500 to be paid upon lease execution for the faithful performance of Tenant's promises and duties contained herein (the "Security Deposit"). If Tenant provides no Guarantor, then the Security Deposit shall be set at $1,000. Landlord shall not be required to pay any interest to Tenant upon the Security Deposit. Landlord shall deposit the Security Deposit with M&T bank. Landlord may deduct from the Security Deposit amounts sufficient to pay (1) any damages sustained by Landlord as a result of Tenant's nonpayment of rent or non fulfillment of the term of this Lease Agreement; (2) any damages to the Premises for which Tenant is responsible; (3) any unpaid bills which become a lien against the Premises due to Tenant's occupancy; (4) any costs of re-renting the Premises after a breach of this Agreement by Tenant; (5) any court costs incurred by Landlord in connection with terminating the tenancy; and (6) any other damages of Landlord which may then be a permitted use of the Security Deposit specified on [Page One], under the laws of this LeaseState. The If Landlord uses or applies any of the Security Deposit will during the Term, Tenant shall immediately replenish it to its originally required amount. After having deducted the above amount, Landlord shall, if Tenant's address is known to him, refund to Tenant, within thirty (30) days after the termination of the tenancy and delivery of possession, the balance of the Security Deposit along with an itemized statement of any deductions. Landlord shall have no obligation to track Tenant’s post occupancy address and it shall be the responsibility of the Tenant to provide a valid new address for the Tenant. No security deposit can be returned to Tenant without interest upon the expiration a valid forwarding address provided by Tenant. If Tenant fails to provide a valid forwarding address within six (6) months of the Term of Tenant vacating the Leaseapartment, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this LeaseLandlord will surrender the security deposit to the NYS Comptroller pursuant to the New York State Abandoned Property Law and, and after the expiration of any applicable cure periodupon surrender, Landlord may apply all, or any part shall not thereafter be liable to Tenant for a refund of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇thereof. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute be payable to Landlord via Check or Money Order and shall be remitted to the address provided above or such other address as Landlord may provide in writing to Tenant. There will be a failure to pay Additional Rent and Tenant $25.00 service charge on all returned checks. Landlord shall have ten (10) days from the date of notice to cure such defaultalso accept Security Deposit payments via ACH. There will be a $30 charge for all ACH transactions.

Security Deposit. Upon execution of this Lease, Tenant All the above monies shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned paid in full prior to Tenant without interest upon receiving keys to the expiration of Premises. If all the Term of covenants and conditions herein are complied with by the LeaseTenant, the security deposit shall be refunded to the Tenant within the time limits provided that ▇▇▇▇▇▇ has paid all amounts due for under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and relevant Indiana statutes after the expiration of any applicable cure periodTenant has provided a written forwarding address and evidence that all utilities, etc have been paid current. Provided, however, Landlord may apply allsaid security deposit to set-off any claims which Landlord has as set forth in Indiana Code § 32-31-3-12 in accordance with the procedures set forth in Indiana Code §§ 32-31-3-1 et. seq., or any part as amended from time to time. Indiana Code § 32-31-3-12 requires Landlord to deliver the above notice to Tenant not more than forty-five (45) days after “termination” of the Security Deposit Rental agreement AND “delivery of possession”. Further, Landlord shall not be liable under that chapter until the Tenant supplies the Landlord in writing with a “mailing address” to amounts owed which to deliver the notice and information prescribed by Tenantthat section. In It is herein agreed by the event parties that for the use within this Lease Agreement, the interpretation of the terms “termination”, “delivery of possession”, and “mailing address” shall be as noted below: a) The date of “termination” as used in § 32-31-3-12 shall be the earlier of: i) as defined in paragraph 19 herein, or ii) the date of “delivery of possession” noted in paragraph 2 below, or c) the expiration date of the Lease; 2) The term “delivery of possession” as used in§ 32-31-3-12 shall be the later of: i) the date that Tenant returns their keys of the leased premises to Landlord’s office, in person, and executes a written statement to Landlord elects to apply that they have turned over the Security Deposit as provided for above, premises on that date; ii) the last day that the Tenant shall promptly restore such Security Deposit makes any repairs to the original amount. Landlord may, at premises (which may be after moving out); iii) the date that Tenant has moved ALL its discretion, commingle such funds with its other funds, Upon any sale or other conveyance belongings out of the Building, premises and has so notified Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment in writing of the same. Notwithstanding anything ; c) The term “mailing address” as used in§ 32-31-3-12 shall mean the new mailing address where the Tenant has or shall move to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultleased premises.

Security Deposit. Upon (a) Within ten (10) business days following the execution and delivery of this Lease, Tenant shall deposit with Landlord an irrevocable, unconditional letter of credit in the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord $3,123,449.84 (the “Letter of Credit”) ), together with all costs incurred by Landlord in connection with installation of the Parking Lot Addition, as securityhereinafter defined if Landlord is the party installing the Parking Lot Addition pursuant to Section 5.4 below (the “Security”), provided representing security for the performance by Tenant of the covenants and obligations hereunder. If Landlord is the party installing the Parking Lot Addition, pursuant to Section 5.4 below, upon establishment of the cost of installation of the Parking Lot Addition, the amount of the Letter of Credit shall be delivered to Landlord with executed copies of this Leaseincreased accordingly. The Letter of Credit shall (i) be unconditionaldrawable upon sight draft, irrevocabletogether with a certification of Landlord that Tenant is in default uncured under the terms and conditions of this Lease, transferable, payable to Tenant upon presentment of original to the issuer in person beyond any applicable notice or by courier, in partial or full drawsgrace period, and (ii) contain an “evergreen” provision which provides that it is shall be in a mutually agreed upon form. The Letter of Credit shall be automatically renewed renewable on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers basis, it being understood that Landlord shall be given at least thirty (30) days’ days prior written notice of any cancellation or termination of the Letter of Credit; if Landlord is given such notice, Landlord shall have the immediate right to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing cash the Letter of Credit provides and to hold the same as cash Security hereunder. The Security shall be held by Landlord or Agent, without interest, in favor of Tenant; provided, however, that no trust relationship shall be deemed created thereby; the Security may be commingled with a cancellation noticeother assets of Landlord; and Landlord shall not be required to pay any interest on the Security. (b) If Tenant defaults in the performance of any of its covenants hereunder, and such default is not cured within any applicable notice or grace period, Landlord may immediately draw upon or Agent may, without notice to Tenant, apply all or any part of the Security to the cure of such default or the payment of any sums then due from Tenant under this Lease (including, but not limited to, amounts due under Section 22.2 of this Lease as a consequence of termination of this Lease or Tenant’s right to possession), in addition to any other remedies available to Landlord. In the event the Security is so applied, Tenant shall, within ten (10) days of Landlord’s demand, deposit with Landlord or Agent a sum equal to the amount so used. (c) If Tenant fully and faithfully complies with all the covenants and obligations hereunder, the Security (or any balance thereof) shall be returned to Tenant within 30 days after the last to occur of (i) the date the Term expires or terminates or (ii) delivery to Landlord of possession of the Premises. Landlord may deliver the Security to any lender with a mortgage lien encumbering the Premises or to any Successor Landlord (defined below), and thereupon Landlord and Agent shall be discharged from any further liability with respect to the Security; in the event of any such transfer, Tenant hereby agrees that it shall promptly modify or replace the Letter of Credit so as to name such Successor Landlord as the beneficiary thereof. (d) It is expressly understood and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with agreed that the Letter of Credit shall be held by Landlord not only as a Security Deposit, but as liquidated damages, in the event of a default by Tenant (beyond any applicable notice or grace period), and the consequent termination of this Lease, to reimburse Landlord for the cost of (i) one (1) year’s Base Rent, in consideration of the time which will be necessary for Landlord to restore the Premises and to market the same, (ii) for the cost of restoration of the Premises, in the estimated amount of $1,740,662.00, which amount shall be subject to adjustment as hereinbelow set forth in subsection (e), (iii) for reimbursement to Landlord of the cost of real estate brokerage commissions paid in connection with this Lease in the amount of $358,500.55, and (iv) as reimbursement for the cost of installation of the Parking Lot Addition, if Landlord is the party which constructs the Parking Lot Addition. In the event of a default (beyond applicable notice or grace periods) by Tenant and the consequent termination of this Lease, Landlord shall have the right to cash the Letter of Credit and to retain the proceeds; only that portion of the Security which is equal to (i) one (1) year’s Base Rent ($1,024,287.29) and (ii) the cost of restoration of the Premises may be utilized to offset the damages incurred by Landlord to restore the Premises and market the same as a result of Tenant’s default under this Lease. The other amounts under the Letter of Credit shall be retained by Landlord as liquidated damages to the extent of the unamortized amounts under subparagraphs (iii) and, if applicable, (iv) above. (e) Upon completion of the plans and specifications for the Tenant’s Work, as hereinafter defined, said plans and specifications, as well as the Restoration Plan which is annexed hereto as Exhibit “G”, shall be submitted to two (2) reputable general contractors, one of which shall be ▇▇▇▇▇▇▇▇▇ Construction, in order to obtain bids to establish the cost of restoration of the Premises. The irrevocable stand-two (2) bids received shall be averaged, and such averaged amount shall be increased by twenty five (25%) percent to establish a revised estimate of the cost of restoration of the Premises. Upon the establishment of such revised estimate, Tenant shall have the right to provide a substitute Letter Of Credit (or an endorsement to the existing Letter of Credit) in an amount equal to the revised estimated restoration cost, one year’s Base Rent, the cost of real estate brokerage commissions paid, and the cost of installation of the Parking Lot Addition, if Landlord is the party which constructs the Parking Lot Addition. (f) Upon expiration of the Initial Term of this Lease, if Tenant has exercised its first option to renew this Lease, the Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect may be reduced to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient equal to restore one year’s Base Rent ($1,024,287.29) and the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten revised restoration cost estimate established in accordance with subsection (10e) days from the date of notice to cure such defaultabove.

Security Deposit. Upon execution of this LeaseA security deposit in an aggregate amount that, Tenant shall when combined with any other security deposit with Landlord held by COUNTY hereunder or under the amount of the Security Deposit specified on Original Agreement, equals [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit ***] shall be delivered provided to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will COUNTY within ten (10) days after written demand from Landlordthe Effective Date. This amount shall be adjusted every [***] on January 1st as per the Cost Index, provide but in no case shall 1) the amount be less than $[***] or 2) adjust by more than [***] in any three year period. All or any portion of the principal sum shall be available unconditionally to Landlord Director of OC WASTE & RECYCLING for [***]. In the event the Director of OC WASTE & RECYCLING withdraws any or all of the security deposit as provided herein, ▇▇▇▇▇▇▇▇ POWER shall, within thirty (30) days of notification of any withdrawal by Director of OC WASTE & RECYCLING, accompanied with an additional irrevocableexplanation as to why such withdrawal was warranted under this Agreement, stand-by replenish the security deposit to maintain it at the most current calculated amount including any and all Cost Index adjustments. Failure to do so shall be deemed a default and shall be grounds for immediate termination of this Agreement. Such security deposit shall be in the form, at the sole discretion of ▇▇▇▇▇▇▇▇ POWER, of either cash or an irrevocable letter of credit, which shall be in a form and substance satisfactory to Landlord, issued by a bank reasonably financial institution acceptable to LandlordCOUNTY. COUNTY acceptance of same shall not be unreasonably withheld, in an amount sufficient conditioned or delayed. The security deposit shall be rebated, reassigned, released, or endorsed by Director of OC WASTE & RECYCLING to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten ▇▇▇▇▇▇▇▇ POWER within thirty (1030) days from of the date end of notice the term of this Agreement, provided ▇▇▇▇▇▇▇▇ POWER has fully performed each and every material term, covenant, and condition of this Agreement. In the event ▇▇▇▇▇▇▇▇ POWER terminates this Agreement prior to cure such defaultthe completion of the Term of this Agreement ▇▇▇▇▇▇▇▇ POWER shall [***] (“Early Termination Fee”).

Security Deposit. Upon execution As security for performance by Tenant of this Lease, Tenant shall deposit with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due Tenant’s obligations under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after under the expiration of any applicable cure period, Landlord may apply all, or any part of Other Master Leases (as hereinafter defined) subject to the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for aboveprovisions set forth in this Paragraph 7, Tenant shall promptly restore such Security Deposit has delivered to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord credit (the “Letter of Credit”) in favor of Landlord in the amount of $3,150,000.00, in the form attached hereto as security, provided the Letter of Credit shall be delivered Exhibit H and issued by a financial institution reasonably acceptable to Landlord with executed copies of this LeaseLandlord. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment for a term of original to the issuer in person or by courier, in partial or full drawsone year, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers shall be replaced by Tenant annually at least thirty (30) days’ days prior written notice to the expiry date thereof until the expiration of cancellation to Landlord and Tenant. Without limiting any the fifth (5th) year of Landlordthe term of this Lease; provided, however, in the event that Tenant obtains a corporate credit rating of BBB or better, as rated by Standard & Poor’s rights Ratings Group or remedies hereunderits legal successor and, if the bank issuing there is no default under this Lease by Tenant which has not been cured, Landlord shall surrender the Letter of Credit provides or Replacement Letter of Credit (as hereinafter defined), as the case may be, to the issuer thereof, and Tenant shall be entitled to cancel the Letter of Credit or Replacement Letter of Credit, as the case may be. Tenant agrees that for so long as the Letter of Credit is required under this Lease, prior to the expiry date of the Letter of Credit or any Replacement Letter of Credit, as the case may be, Tenant shall provide to Landlord with another Letter of Credit (a cancellation notice“Replacement Letter of Credit”) in the same form, for the same length of term and in the same amount as the Letter of Credit. If Tenant fails to provide a Replacement Letter of Credit to Landlord at least thirty (30) days prior to the expiry date of the Letter of Credit or any Replacement Letter of Credit, as the case may be, then Landlord shall be permitted to draw upon the Letter of Credit or such Replacement Letter of Credit in the full amount thereof and to hold the full amount of the proceeds of the Letter of Credit as security for the performance of the obligations of Tenant under this Lease, until the earlier of (i) the delivery by Tenant of a Replacement Letter of Credit, (ii) the expiration of the fifth (5th) year of the term of this Lease, or (iii) the date Tenant obtains a credit rating of BBB. Upon the happening of any of the events described in (i), (ii) and (iii) above and, if there is no default under this Lease by Tenant which has not been cured, Landlord shall deliver to Tenant the full amount of the proceeds obtained by Landlord by drawing on the Letter of Credit or Replacement Letter of Credit, as the case may immediately be. Upon (i) the failure by Tenant to pay any Rent under this Lease or the Other Master Leases (whether Base Rental or Additional Rental), following the expiration of any applicable grace or cure period, or (ii) the occurrence of any other default by Tenant not involving the payment of Rent under this Lease or either of the Other Master Leases (other than a default under Paragraph 31 of any of such leases (a “Non-Curable Default”)), and if such default remains uncured following the expiration of any applicable grace or cure period, and (a) has not been disputed by Tenant by written notice to Landlord during such period, or (b) involves more than $250,000.00, Landlord shall be entitled to present the Letter of Credit or Replacement Letter of Credit, as the case may be, to the issuer thereof for payment. Such presentation of the Letter of Credit or Replacement Letter of Credit for payment must be accompanied by a sight draft thereof in the amount equal to (i) the Rent Tenant has so failed to pay if the default is the failure to pay Rent (whether Base Rental or Additional Rental), or (ii) the amount to be drawn to cure any other default and such other documentary evidence as may be required by the Letter of Credit or Replacement Letter of Credit. If the event of any default by Tenant not involving the payment of Rent (other than a Non-Curable Default) which has been timely disputed by Tenant as provided hereinabove and which involves less than $250,000.00, Landlord shall not be entitled to draw upon on the Letter of Credit until the default has been arbitrated in the manner set forth herein, an award has been rendered in favor of Landlord for all or any part of the Letter of Credit amount which is disputed, and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by has failed to pay the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion amount of the Security Deposit is so used, applied, or retained, Tenant will award to Landlord within ten (10) days after receiving written demand notice of the award from Landlord, provide to at which time Landlord an additional irrevocable, stand-by letter of credit, which shall be entitled to draw on the Letter of Credit for the amount of the award. In the event that Landlord makes a partial draw on the Letter of Credit under any of the circumstances in form which Landlord is allowed to do under this Paragraph 7, Tenant shall be obligated to restore the amount of the Letter of Credit to $3,150,000.00, within thirty (30) days after Landlord has made a draw on the Letter of Credit, and substance satisfactory if Tenant fails to Landlorddo so, issued Landlord shall be entitled to draw the full amount of the Letter of Credit. Landlord shall also be allowed to draw the full amount of the Letter of Credit as a result of a default by a bank reasonably acceptable Tenant under Paragraph 31 of this Lease or either of the other two Master Leases, or under any other circumstances under which Landlord has terminated this Lease or either of the Other Master Leases, or terminated Tenant’s right to Landlordpossession of the Leased Premises under this Lease or either of the other two Master Leases. The Letter of Credit and any proceeds drawn thereon are referred to herein as the “Security Deposit.” Landlord may, from time to time, in an amount sufficient accordance with the foregoing and without prejudice to restore any other remedy, use the Security Deposit to the extent necessary to pay arrearages of rent or to satisfy any other obligation of Tenant under this Lease or the Other Master Leases, or to be applied to any damages to which Landlord is entitled to receive from Tenant under this Lease or the Other Master Leases. If Landlord transfers its interest in the Leased Premises during the term of this Lease, Landlord may assign its rights in the Security Deposit to the transferee and shall have no further liability for the return thereof, provided that such assignee executes an agreement in favor of Tenant acknowledging the receipt of the Security Deposit and assuming Landlord’s obligations with respect thereto. Landlord shall refund to Tenant any unused portion of the Security Deposit, provided Tenant is not then in default, at the expiration of the fifth (5th) year of the term of this Lease, or in the event that the Letter of Credit is drawn by Landlord in accordance with the foregoing and as a result of any default by Tenant as provided herein, after Landlord has applied the Security Deposit against all amounts owed by Tenant to Landlord, if there is any amount of the Security Deposit remaining. In the event that an arbitration is required amount pursuant to this Section 8Paragraph 7, the parties agree that arbitration shall be conducted by the American Arbitration Association and in accordance with the Rules for Commercial Disputes of the American Arbitration Association with a request for an expedited decision under the Fast Track process. Tenant’s failure The parties may, if they are able to replenish agree to an alternate method, conduct the Security Deposit arbitration through one or more private arbitrators agreed upon by the parties in order to further expedite the process. In any event, in whichever manner the arbitration is conducted, the award shall constitute a failure to pay Additional Rent be final and Tenant shall have ten (10) days from the date of notice to cure such defaultbinding upon both parties and non-appealable.

Security Deposit. Upon execution At the time of the assignment of Tenant’s rights, interests and obligations under this Lease to Newco in accordance with Section 6.1.6(B) of this Lease, Tenant shall will deposit with Landlord an unconditional irrevocable letter of credit in the amount of $1,000,000 (the “Security Deposit”). Such letter of credit shall be issued by The Chase Manhattan Bank or another financial institution reasonably acceptable to Landlord and shall be in the form of Exhibit F attached hereto. The Security Deposit shall be renewed by Tenant, by amendment or substitution, at least thirty days prior to expiration, and the final renewal of the Security Deposit specified on [Page One]shall remain in effect until sixty days after the scheduled end of the Term of this Lease, as such Term may be renewed or extended. If the Security Deposit is not so renewed at least thirty days prior to expiration, Landlord shall immediately, without notice or any cure period, have the right to draw the entire amount of such letter of credit and hold such amount as a cash security deposit under the terms of this Section 11.17; provided, however, if Tenant delivers to Landlord a substitute or renewal of such letter of credit, in such amount and form and from such a financial institution, to be held by Landlord as the Security Deposit, Landlord shall surrender the amount of such cash Security Deposit to Tenant. The Security Deposit shall serve as security for the full, faithful and punctual performance by Tenant of all of the terms of this Lease. The Security Deposit will be returned In the event Tenant defaults in the performance of any of the terms of this Lease, including the payment of Rent, and such default continues after notice to Tenant without interest upon and the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due cure period applicable under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision Section 9.1 of this Lease, and after the expiration of any applicable cure period, Landlord may use, apply all, or retain the whole or any part of the Security Deposit to amounts owed the extent required for the payment of any Rent or for any sum which Landlord may expend or may be required to expend by reason of such default, including any damages or deficiency in the re-letting of the Premises, whether accruing before or after summary proceedings or other re-entry by Landlord. In the case of every such use, application or retention, Tenant shall, on demand, pay to Landlord the sum so used, applied or retained which shall be added to the Security Deposit or shall deliver to Landlord an amendment or replacement of such letter of credit, so that the same shall be replenished to its former amount, and Tenant’s failure to do so shall be a material breach of this Lease. The Security Deposit shall not be deemed a limitation on Landlord’s damages or a payment of liquidated damages or a payment of the monthly Rent due for the last month of the Term of this Lease. In the event of a transfer by Landlord elects of its title to apply the Security Deposit as provided for abovePremises and its interest under this Lease, Tenant Landlord shall promptly restore such have the right to transfer the Security Deposit to the original amount. Landlord maytransferee of such title and interest according to the terms of Exhibit F, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance and upon delivery of the BuildingSecurity Deposit to said transferee, Landlord may shall immediately be released by Tenant from all liability for the return of such Security Deposit; and Tenant agrees to look solely to such transferee for the return of said Security Deposit; and it is agreed that the provisions hereof shall apply to every transfer of such title and interest. Tenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as the Security Deposit, and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or encumbrance. The Tenant shall have the right, from time to time, to substitute as the Security Deposit (i) another unconditional irrevocable letter of credit in the amount of $1,000,000, substantially in the form of Exhibit F attached to this Lease, issued by a financial institution reasonably acceptable to Landlord, or (ii) cash or cash equivalents in the amount of $1,000,000. If Tenant delivers such other letter of credit, cash or cash equivalents to Landlord, Landlord shall surrender to Tenant the original (or any amount previously substituted) Security Deposit and shall cooperate reasonably with Tenant to facilitate such substitution. If Landlord from time to time holds any cash as all or any portion of the Security Deposit remaining) Deposit, Landlord shall deposit such cash in a separate, segregated interest-bearing money-market account identified as holding Tenant’s funds and shall pay all interest accruing on such account to Tenant at least annually. EXECUTED as a successor/owner, sealed instrument in two or more counterparts on the day and year first above written. LANDLORD: DEK PORTFOLIO LLC By: /s/ J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the sameName: J▇▇▇▇▇ ▇. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇▇▇ Title: Vice President TENANT: STRATUS COMPUTER, INC. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty By: /s/ B▇▇▇▇ ▇▇▇▇▇ Name: B▇▇▇▇ ▇▇▇▇▇ (60please print or type) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all Title: Vice President (please print or any part type) A copy of Tenant’s Letter corporate authorization for such execution is attached hereto. The following four (4) parcels of Creditland situated in Maynard, Middlesex County, Massachusetts, commonly known as and numbered 1▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, bounded and described as follows: That certain parcel of land situate in Maynard in the County of Middlesex and Commonwealth of Massachusetts, bounded and described as follows: Southeasterly by Old Mill Road, two hundred forty-seven and 09/100 (247.09) feet; Southerly by lands now or formerly of May P. ▇▇▇▇ and H▇▇▇▇ and S▇▇▇▇, ten hundred seventy-six and 86/100 (1076.86) feet; Southwesterly by said H▇▇▇▇ & S▇▇▇▇ land, three hundred ninety-four and 50/100 (394.50) feet; Northwesterly by land now or formerly of Hermon H▇▇▇▇▇ ▇▇▇▇▇ et al Trs., six hundred three and 42/100 (603.42) feet; and Northeasterly by land now or formerly of said H▇▇▇▇ & S▇▇▇▇, eight hundred eighty five and 86/100 (885.86) feet. If any All of said boundaries are determined by the Court to be located as shown on a plan drawn by W▇▇▇▇▇ Inc., Surveyors, dated April 30, 1964, as modified and approved by the Court filed in the Land Registration Office, a copy of a portion of which is filed at the Security Deposit Middlesex South Registry District of the Land Court in Registration Book 731, Page 7, with Certificate of Title 120157 (Plan No. 33120A). So much of the land described above as lies within the limits of Old Mill Road as shown on said plan, is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide subject to Landlord an additional irrevocable, stand-by letter the rights of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlordall those lawfully entitled thereto, in an amount sufficient to restore and over the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultsame.

Security Deposit. Upon execution of this Lease, 5.1 Tenant shall deposit has heretofore deposited with Landlord a total of Two Hundred Thousand Dollars ($200,000.00) as a refundable security deposit (the amount of "Security Deposit"), and not as prepaid rent. Landlord is not required to keep the Security Deposit specified on [Page One]separate from Landlord's other accounts and no trust relationship is created with respect to the Security Deposit. In no event shall the Security Deposit be in lieu of, constitute, or excuse Tenant from paying any portion of the above-referenced rental, additional rent, or of any other sums payable by Tenant hereunder, at any time during the Term of this Lease. The taking of the Security Deposit will by Landlord shall in no way be returned a bar or defense to Tenant without interest upon any action in unlawful detainer for the expiration recovery of the Term of Leased Premises or any other action which Landlord may at any time institute for the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision breach of this Lease. No interest shall accrue or be payable by Landlord on the Security Deposit. 5.2 Landlord may, and after the expiration of any applicable cure periodat Landlord's option, Landlord may apply all, all or any part of the Security Deposit to amounts owed by Tenantany unpaid rent, additional rent, or any other sums due from Tenant under this Lease, or to cure any other defaults of Tenant hereunder. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance expiration of the BuildingTerm of this Lease, and provided Tenant is not then in default under this Lease, or no event has occurred which could give rise to a default with the giiring of notice and/or the passage of time, Landlord may transfer the Security Deposit (or any amount shall -return that portion of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or which has not been so applied by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and TenantLandlord. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon Should all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is be so used, applied, or retainedapplied by Landlord, Tenant will within ten (10) days after shall, upon the written demand from Landlord, provide of Landlord promptly remit to Landlord an additional irrevocable, stand-by letter a sufficient amount of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient cash to restore the Security Deposit to its required the amount of the Security Deposit immediately prior to such application, and Tenant's failure to do so within five (5) days after receipt of such demand shall constitute a material default and breach under this Lease. 5.3 As a further part hereof, Tenant acknowledges that security deposits have been delivered by Tenant pursuant to each of the Other Leases (as defined in Section 13 of this Section 8Lease), in addition of the Security Deposit herein. Tenant’s failure In the event that the Security Deposit herein has been depleted, then Landlord shall be expressly permitted and authorized, but not obligated, to apply funds from the security deposits of any or all of the Other Leases to replenish the Security Deposit under this Lease. Such application of security deposits from any of the Other Leases shall constitute in no manner limit or waive Tenant's obligation under this Lease to replenish the Security Deposit herein, and likewise shall further require Tenant to immediately replenish the security deposit(s) applied from any of the Other Leases. Upon the expiration of this Lease, if any of the security deposit(s) provided for in the Other Leases are subject to the replenishment as provided in this Section 5 or said Other Lease, and further provided that Tenant would otherwise be entitled to the return of all or a failure portion of the Security Deposit, the Security Deposit herein shall be transferred to pay Additional Rent the Other Leases in the amount(s) necessary to replenish said security deposit(s), and only the balance of the Security Deposit after such transfer, if any, shall be returned to Tenant. Likewise, if one or more of the Other Leases shall expire, and the Security Deposit herein shall be subject to replenishment as provided above, any portion of the security deposit(s) for such Other Leases shall be transferred to the Security Deposit to replenish same, and only the balance thereof, if any, shall be returned to Tenant. Tenant expressly agrees and acknowledges that any transfer of funds between the Security Deposit and the security deposit(s) of any or all of the Other Leases pursuant to the provisions of this Section 5.3 shall have ten (10) days from be deemed a good faith retention of such funds by Landlord. Tenant further acknowledges and agrees to waive any and all of the date provisions of notice to cure such defaultCalifornia Civil Code Section 1950.7, or successor provision, which shall in any manner conflict with this Section 5.3.

Security Deposit. Upon (a) Simultaneously with the execution of this LeaseLease by Tenant, Tenant shall deliver to Landlord a security deposit with Landlord the in an amount of the Security Deposit specified on [Page One]equal to One Million Twenty-Four Thousand and 00/100 Dollars ($1,024,000.00), of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable and unconditional standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord (as defined below), in accordance with executed copies of this Leasethe requirements more fully set forth in Section 3.1(b), below (the "Security Deposit"). The Letter Security Deposit shall constitute security for payment of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment Base Rent and additional rent and for the performance of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter other covenants, agreements and obligations of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date Tenant under this Lease. If Tenant defaults with respect to (and such default continues beyond any provision of this Lease beyond applicable notice and cure periods) with respect to any covenant or condition of this Lease, including but not limited to the provisions relating to the payment of Base Rent, additional rent or any other payment due under this Lease, and the obligation of Tenant to maintain the Premises and deliver possession thereof back to Landlord at the expiration or earlier termination of the Lease Term in the condition required herein, then Landlord may (without any waiver of Tenant's default being deemed to have occurred) draw upon the Letter of Credit and apply all or any part of the proceeds thereof to the payment of any sum in default, or any other sum which Landlord may be required or deem necessary to spend or incur by reason of Tenant’s 's default, or to satisfy in part or in whole any damages suffered by Landlord as a result of Tenant's default. In the event of such application, Tenant shall promptly deposit with Landlord in the form of an additional letter of credit the amount necessary to restore the Security Deposit to the full amount set forth above. Notwithstanding the foregoing to the contrary, Landlord shall be entitled to draw upon the Letter of CreditCredit prior to the expiration of any applicable notice and grace periods afforded to Tenant hereunder if the Letter of Credit shall expire prior to the expiration of any such applicable notice and grace periods. The parties expressly acknowledge and agree that the Security Deposit is not an advance payment of Base Rent or additional rent, nor a measure of Landlord's damages in the event of any default by Tenant. If Tenant shall fully and faithfully comply with all the terms, provisions, covenants, and conditions of this Lease, the Letter of Credit shall be returned to Tenant for cancellation within thirty (30) days after all of the following have taken place: (a) expiration of the Lease Term or earlier termination of the Lease; (b) removal of Tenant's property from the Premises; and (c) the surrender of the Premises and vacation thereof by Tenant to Landlord in accordance with this Lease. Landlord shall transfer the Security Deposit to any portion transferee of the Building or Landlord's interest therein, and thereafter such transferee shall be liable for the return of the Security Deposit, and Landlord shall be released from all liability for the return thereof, subject to such transferee's acceptance of the Security Deposit is so used, applied, or retained, and assumption of the liability therefor. (b) The letter(s) of credit to be delivered by Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocableunder Section 3.1(a), stand-by letter above (the "Letter of creditCredit"), which shall be (i) in form and substance satisfactory to LandlordLandlord in its sole discretion; (ii) at all times in the amount of the Security Deposit, and shall permit multiple draws; (iii) issued by a commercial bank reasonably acceptable to LandlordLandlord from time to time and located in the state in which the Premises is located; (iv) made payable to, and expressly transferable and assignable at no charge to Landlord by, the owner from time to time of the Building (which transfer/assignment shall be conditioned only upon the execution by such owner of a written document in an connection with such transfer/assignment); (v) payable at sight upon presentment to a local branch of the issuer of a simple sight draft signed by Landlord or its property manager accompanied by a certificate stating that Landlord is permitted to draw upon such Letter of Credit under the express terms of this Lease, and setting forth the amount sufficient that Landlord is permitted to restore draw; (vi) a term of not less than one (1) year; and (vii) at least thirty (30) days prior to the Security Deposit then-current expiration date of such Letter of Credit, renewed (or automatically and unconditionally extended) from time to its required amount pursuant time through the sixtieth (60th) day after expiration of the Lease Term. Landlord hereby approves BankBoston, N.A., as the issuer of the Letter of Credit, and the form of Letter of Credit attached hereto as EXHIBIT D. Notwithstanding anything in this Lease to this the contrary, any grace period or cure periods which are otherwise applicable under Section 8. Tenant’s failure 24, hereof, shall not apply to replenish any of the Security Deposit shall constitute a failure foregoing, and, specifically, if Tenant fails to pay Additional Rent and Tenant comply with the requirements of subsection (vii), above, Landlord shall have ten (10) days from the date immediate right to draw upon the Letter of notice to cure such default.Credit in full and hold the proceeds thereof as a cash

Security Deposit. Upon execution of this Leasea) Before moving into the Property, Tenant shall ▇▇▇▇▇▇ must pay a security deposit with Landlord in the amount of $ (the “Security Deposit”) Landlord will put the Security Deposit in a separate bank account if the security deposit is more than $100. b) ▇▇▇▇▇▇ agrees that during the Term, Landlord may: (1) use all or part of the Security Deposit specified on [Page One]to pay for damages caused by Tenant to the Property; and/or (2) apply all or part of the Security Deposit to pay Rent or Additional Rent, if Tenant fails to make such payments. c) Upon termination of this Lease. The Lease and subject to the terms and conditions set forth herein, the Security Deposit will be returned to Tenant without interest upon who placed the expiration deposit via check to be mailed to Tenant’s house or ▇▇▇▇▇▇’s new address if ▇▇▇▇▇▇’s new address is received by Landlord from Tenant. If Tenant does not provide a forwarding address to Landlord, then Landlord will send the balance of the Term of Security Deposit to the Lease, mailing address that Tenant last provided that to Landlord. d) ▇▇▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of will return the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance – net of the Building, Landlord may transfer automatic move-out charges set forth below and net the Security Deposit processing fees in the case of a replacement tenant - within thirty (or any amount 30) days from the end of the Security Deposit remainingTerm if: (1) to a successor/owner, all Rent is paid in full and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything ▇’s account balance is zero; (2) Tenant has not caused any damage to the contrary in the paragraph aboveProperty, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlordordinary wear and tear excepted, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies Tenant is not otherwise in default of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable allowing Landlord to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon withhold all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part a portion of Tenant’s Letter of Credit. If any portion of the Security Deposit is so usedsecurity deposit as set forth in this Lease; and (3) all keys and garage door openers, appliedif applicable, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory are returned to Landlord. e) To the extent applicable, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish written accounting of all charges netted against the Security Deposit shall constitute a failure be presented to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such default.within thirty

Security Deposit. Upon execution of this Lease(a) Within two (2) business days after the Lease Commencement Date, Tenant shall pay to Landlord a cash security deposit with in an amount equal to One Million Dollars ($1,000,000.00) (the “Security Deposit”) by wire transfer to an account designated by Landlord. Tenant acknowledges and agrees that Landlord the amount of shall hold the Security Deposit specified (which Security Deposit may be commingled with other funds of Landlord), without interest, throughout the Term, as security for the performance by Tenant of all obligations on [Page One], the part of Tenant to be kept and performed under this Lease. The Landlord shall have the right from time to time, without prejudice to any other remedy Landlord may have on account thereof, to apply such Security Deposit will be returned Deposit, or any part thereof, to Landlord’s damages arising from any default on the part of Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable grace, notice and cure period, Landlord may apply all, or periods. In the event that any part portion of the Security Deposit shall be so applied, then in such event, Tenant shall replenish said Security Deposit within five (5) business days after demand therefor. At the end of the Term and upon surrender of the Leased Premises by Tenant to amounts owed by TenantLandlord, Tenant not then being in default, Landlord shall return the Security Deposit within thirty (30) days, or so much thereof as shall not have been applied in accordance with the provisions of this Section 14.14(a). In the event Landlord elects to apply of bankruptcy or other creditor-debtor proceedings against Tenant, the Security Deposit as provided may be applied first to the payment of Annual Fixed Rent, Additional Rent and other charges due Landlord for all periods prior to the filing of such proceedings. (b) In addition to the Security Deposit to be held by Landlord pursuant to Section 14.14(a) above, Tenant shall promptly restore such Security Deposit to shall, on the original amount. Effective Date, provide Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord credit (the “Letter of Credit”) in an amount equal to Two Million Dollars ($2,000,000.00) (the “Stated Amount”) substantially in the form attached hereto as securityExhibit H issued by a bank or other financial institution selected by Tenant (and reasonably approved by Landlord) with a window for the presentation of letters of credit in Boston, provided Massachusetts, and otherwise reasonably acceptable to Landlord, in which the issuer unconditionally agrees to pay upon sight draft within three (3) business days the amount(s) from time to time drawn by Landlord. Any issuer of a Letter of Credit hereunder shall, at a minimum, have long-term debt rated at least “A,” or the equivalent, by Standard & Poor’s Rating Group or “A,” or the equivalent, by ▇▇▇▇▇’▇ Investors Services Inc. and have capital and surplus in excess of One Billion Dollars ($1,000,000,000.00). The following provisions and requirements shall apply to the Letter of Credit: (i) The expiration date of the Letter of Credit shall be delivered either (A) a date not less than sixty (60) days after the fourth (4th) anniversary of the Rent Commencement Date, or (B) the first anniversary of the Rent Commencement Date and automatically extended for additional periods of one (1) year each from the initial or each subsequent expiration date (except that the final expiration date shall be a date not less than sixty (60) days after the fifth (5th) anniversary of the Rent Commencement Date), unless, at least sixty (60) days prior to any such expiration date of the Letter of Credit, the issuer notifies Landlord in writing, by registered mail, courier service or hand delivery, that it elects not to extend the expiration date. In such event, Tenant shall, no later than thirty (30) days prior to the expiration date of the then current Letter of Credit, provide to Landlord a replacement Letter of Credit from another bank or financial institution acceptable to Landlord meeting or exceeding the same minimum requirements as set forth in this Section 14.14(b), substantially in the form of the Letter of Credit initially issued. In addition, if the credit rating of an issuer of a Letter of Credit furnished hereunder, as determined by any commercially recognized rating agency, falls below the level of credit rating required under this Section 14.14(b), then, upon notice to Tenant, Landlord may require Tenant to provide a substitute Letter of Credit from a new issuer having a credit rating equivalent to that of the issuer at the time the then current Letter of Credit was furnished. If Landlord shall present, draw upon and apply or retain all or any portion of the proceeds of the Letter of Credit, Tenant shall upon notice from Landlord cause a substitute Letter of Credit in the form and Stated Amount and with executed copies an issuer all as required above to be furnished to Landlord so that at all times during the Term of this Lease, Landlord shall be entitled to draw upon the full Stated Amount of the Letter of Credit notwithstanding any prior presentation and draw thereon. Upon issuance of a substitute Letter of Credit, the current Letter of Credit shall be cancelled and surrendered. Failure to provide Landlord with a replacement Letter of Credit by the expiration of the then expiring Letter of Credit or a substitute Letter of Credit within thirty (30) days of Landlord’s notice, as the case may be, shall be deemed a default by Tenant without any further grace period applicable thereto, on account of which Landlord shall have the immediate right to draw the entire Stated Amount due. (ii) In the event a petition is filed by the Tenant seeking an adjudication of itself as bankrupt or insolvent under any bankruptcy law or similar law or if any petition shall be filed or action taken to declare Tenant a bankrupt or to delay, reduce or modify Tenant’s debts or obligations or to reorganize or modify Tenant’s capital structure or indebtedness or to appoint a trustee, receiver or liquidator of Tenant or if an involuntary petition in bankruptcy is filed against Tenant, Landlord may draw against the Letter of Credit for any amount up to the Stated Amount paid by Tenant to Landlord within the applicable preference period on account of its obligations under this Lease. The amount so drawn shall be held by Landlord in a segregated account until expiration of the preference period. If a preference claim is brought against Landlord requiring Landlord to repay to the debtor’s estate the amount of any payments made by Tenant to Landlord as a preference, Landlord may reimburse itself out of the funds drawn under the Letter of Credit and so held the amount of the preference payments that Landlord is required to pay back to the debtor’s estate, together with reasonable attorneys’ fees and disbursements incurred by Landlord in connection with any claim by the debtor’s estate for such payment. Any amounts drawn down in accordance with this subparagraph that are unexpended after expiration of the preference period shall be paid over to Tenant, or its estate, as applicable. (iii) From and after the occurrence of any default of Tenant beyond any applicable grace, notice and cure period hereunder, or upon the events described above in Section 14.14(b)(i) or (ii) , Landlord may draw in full, or in part, upon the Letter of Credit and apply all or any portion of the proceeds of the draw to remedy said default and to reimburse itself for any loss, cost, damage or expense incurred thereby, including, without limitation, thereafter accruing on account of a termination. Tenant shall thereafter immediately provide a supplementary letter of credit to Landlord in the amount of such draw, so that at all times Landlord shall hold a rent security deposit in the then-applicable Stated Amount. (iv) If a draw is made against the Letter of Credit of the entire Stated Amount due to the failure of the issuer to renew or the failure or inability of Tenant to obtain a replacement or substitute Letter of Credit within the applicable period provided in Section 14.14(b)(i), or either such condition, and unless this Lease is terminated by Landlord, the funds shall be held by Landlord as an additional security deposit for the performance of Tenant’s obligations under the Lease in addition to the Security Deposit in accordance with the provisions of Section 14.14(a) above and shall be promptly paid to Tenant by Landlord upon Landlord’s receipt of a replacement or substitute Letter of Credit. (v) The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable fully transferable to Tenant upon presentment of original to the issuer in person any successor or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any assign of Landlord. (vi) Following Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part receipt of the Letter Security Deposit pursuant to Section 14.14(a) above, the Stated Amount of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇reduced to One Million Dollars ($1,000,000.00). The irrevocable stand-by Beginning on the first (1st) anniversary of the Rent Commencement Date, the Stated Amount of the Letter of Credit shall remain effective through be further reduced by an amount equal to Two Hundred Fifty Thousand Dollars ($250,000.00), and thereafter by a like amount upon each subsequent anniversary of the date that is sixty Rent Commencement Date until the Stated Amount shall be Zero Dollars (60$0.00), at which time the Letter of Credit shall no longer be required hereunder. (c) days following In the expiration date this Lease. If Tenant defaults with respect event Landlord shall be entitled to any provision apply the Security Deposit pursuant to Section 14.14(a) or draw upon the Letter of this Lease beyond applicable notice and cure periods, including but not limited Credit pursuant to the provisions relating to the payment of RentSection 14.14(b) above, Landlord may either apply the Security Deposit or draw upon all or any part of Tenant’s the Letter of Credit. If any portion of the Security Deposit is so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlordboth, in an amount sufficient to restore the Security Deposit to its required amount pursuant to this Section 8. TenantLandlord’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultsole discretion.

Security Deposit. Upon execution of this Lease, Tenant shall deposit with Landlord, upon delivery of an executed copy of this Lease to Landlord, a security deposit (the “Security Deposit”) for the performance of all of Tenant’s obligations hereunder in the amount set forth in the Basic Lease Provisions, which Security Deposit shall be in the form of an unconditional and irrevocable letter of credit (the “Letter of Credit”): (i) in form and substance reasonably satisfactory to Landlord, (ii) naming Landlord as beneficiary, (iii) expressly allowing Landlord to draw upon it at any time from time to time by delivering to the issuer a certification that Landlord is entitled to draw thereunder, (iv) issued by an FDIC-insured financial institution reasonably satisfactory to Landlord, (v) redeemable by presentation of a sight draft together with the certification described in subsection (iii) above,and (vi) with an expiration date no earlier than 1 year from the date of issue (as extended from time to time, the “Expiration Date”); provided, however, that the Letter of Credit shall be automatically extended each year for successive terms of 1 year each until 60 days after the expiration of the Term unless the issuer notifies Landlord by certified mail, return receipt requested, at least 60 days before the then scheduled Expiration Date that issuer has elected not to extend the Expiration Date. If Tenant does not provide Landlord with a substitute Letter of Credit complying with all of the requirements hereof at least 10 days before the stated expiration date of any then current Letter of Credit, Landlord shall have the right to draw the full amount of the current Letter of Credit and hold the funds drawn in cash without obligation for interest thereon as the Security Deposit. Tenant shall have the right to substitute a replacement Letter of Credit that meets the requirements of this Section 6 from time to time, in which case the Letter of Credit then held by Landlord shall be returned to Tenant or as designated by Tenant in exchange for such replacement Letter of Credit. The Security Deposit specified on [Page One], shall be held by Landlord as security for the performance of Tenant’s obligations under this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration is not an advance rental deposit or a measure of the Term Landlord’s damages in case of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunderTenant’s default. In the event that Tenant defaults under any provision Upon each occurrence of this Lease, and after the expiration of any applicable cure perioda Default (as defined in Section 20), Landlord may apply all, use all or any part of the Security Deposit to amounts owed pay delinquent payments due under this Lease, and the cost of any damage, injury, expense or liability caused by Tenantsuch Default, without prejudice to any other remedy provided herein or provided by law. In the event Landlord elects to apply Upon any such use of all or any portion of the Security Deposit as provided for aboveDeposit, Tenant shall promptly pay Landlord on demand the amount that will restore such the Security Deposit to the original amountamount set forth in the Basic Lease Provisions. Landlord mayTenant hereby waives the provisions of any law, at its discretionnow or hereafter in force, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, which provide that Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) claim from a security deposit only those sums reasonably necessary to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary remedy defaults in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may draw upon may, in addition, claim those sums reasonably necessary to compensate Landlord for any other loss or damage, foreseeable or unforeseeable, caused by the act or omission of Tenant or any officer, employee, agent or invitee of Tenant. Upon bankruptcy or other debtor-creditor proceedings against Tenant, the Security Deposit shall be deemed to be applied first to the payment of Rent and other charges due Landlord for periods prior to the filing of such proceedings. Upon any such use of all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, applied, or retainedDeposit, Tenant will shall, within ten (10) 5 days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore the Security Deposit to its required amount pursuant original amount. If Tenant shall fully perform every provision of this Lease to be performed by Tenant, the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder) within 60 days after the expiration or earlier termination of this Lease. If Landlord transfers its interest in the Project or this Lease, Landlord shall either (a) transfer any Security Deposit then held by Landlord to a person or entity assuming Landlord’s obligations under this Section 86, or (b) return to Tenant any Security Deposit then held by Landlord and remaining after the deductions permitted herein. Upon such transfer to such transferee or the return of the Security Deposit to Tenant, Landlord shall have no further obligation with respect to the Security Deposit, and Tenant’s failure right to replenish the return of the Security Deposit shall constitute apply solely against Landlord’s transferee. The Security Deposit is not an advance rental deposit or a failure to pay Additional Rent measure of Landlord’s damages in case of Tenant’s default. Landlord’s obligation respecting the Security Deposit is that of a debtor, not a trustee, and Tenant no interest shall have ten (10) days from the date of notice to cure such defaultaccrue thereon.

Security Deposit. Upon (a) Concurrently with Subtenant's execution of this LeaseSublease, Tenant Subtenant shall deposit with Landlord Sublandlord an irrevocable letter of credit (the "Letter of Credit"), which Letter of Credit shall: (a) be in the amount of $8,609,166.00; (b) be issued on the Security Deposit specified form attached hereto as Exhibit B, with no --------- modifications; (c) name Landlord as its beneficiary; (d) be drawn on [Page One], an FDIC insured financial institution satisfactory to the Landlord; and (e) expire no earlier than sixty (60) days after the Termination Date of this Lease. The Security Deposit will be returned If any amendment to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies or issuance of this Lease. The a substitute Letter of Credit results in fees or charges, then such fees or charges shall be payable solely by Subtenant. (ib) be unconditionalIf a default by Subtenant occurs in the payment or performance of any of the terms, irrevocablecovenants or conditions of this Sublease, transferableincluding the payment of Rent (beyond any applicable notice and/or cure periods), payable to Tenant upon presentment of original Sublandlord may, to the issuer in person extent necessary to cure such default, apply or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to retain the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all whole or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter drawing down upon the Letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with Credit (the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through deemed the date that is sixty (60) days following "Security Deposit" for the expiration date this Lease. If Tenant defaults with respect to any provision purposes of this Lease beyond applicable notice Sublease) and cure periodsuse, including but not limited to apply or retain the provisions relating to the payment of Rent, Landlord may draw upon all whole or any part of Tenant’s Letter such proceeds, as the case may be, to the extent required for the payment of Creditany Rent or any other sum as to which Subtenant is in default (beyond any applicable notice and/or cure periods) including (i) any sum which Sublandlord may expend or may be required to expend by reason of Subtenant's default and/or (ii) any damages to which Sublandlord is entitled pursuant to this Sublease, whether such damages accrue before or after summary proceedings or other reentry by Sublandlord. If Sublandlord applies or retains any portion part of the Security Deposit is Deposit, Subtenant, upon demand, shall deposit with Sublandlord the amount so used, applied, applied or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which retained so that Sublandlord shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore have the full Security Deposit to its required (i.e., a Letter of Credit in the initial face amount pursuant to described above) on hand at all times during the Term. If Subtenant shall fully and faithfully comply with all the terms, covenants and conditions of this Section 8. Tenant’s failure to replenish Sublease, the Security Deposit shall constitute a failure be returned to pay Subtenant after the later to occur of (i) the Expiration Date, (ii) delivery of possession of the Subleased Premises to Sublandlord in the manner required by this Sublease, (iii) the final reconciliation of any payments of Additional Rent by Subtenant and Tenant shall have ten (10iv) days from completion by Subtenant to the date satisfaction of notice Landlord and Sublandlord of any restoration work required in the Subleased Premises or with respect to cure such defaultthe monument signage described in Section 12 below.

Security Deposit. Upon execution On January 1, 2005, the cash security deposit then currently held by Sublessor for the Subleased Premises shall be released to Sublessee and exchanged for a letter of this Lease, Tenant shall deposit credit in accordance with Landlord the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, following: Sublessee at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) sole cost and expense shall deliver to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form of an unconditional, clean, irrevocable standby letter of creditSublessor, in a form and from a financial institution acceptable to LandlordSublessor, and issued by a bank reasonably acceptable to Landlord an irrevocable, unconditional standby letter of credit in the amount of $130,527.00 (the “Letter of Credit”) ), as securitysecurity for the full and faithful performance and observance by Sublessee of Sublessee’s covenants and obligations under this Sublease (the “Security Deposit”). Sublessee shall be solely responsible for all costs and expenses of obtaining, provided the amending, renewing or replacing such Letter of Credit shall be delivered to Landlord with executed copies of this LeaseCredit. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain have an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted expiration date of termination set forth below) unless the issuer delivers not earlier than thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date of the Term of this LeaseSublease. If Tenant Sublessee defaults with in the full and prompt payment and performance of any of Sublessee’s covenants and obligations under this Sublease, including, but not limited to, the payment of Rent specified in Paragraph 4 hereof, Sublessor may, after the giving of any required notices and the lapse of any cure period, but without giving any other notice to Sublessee, draw upon the Letter of Credit to the extent required for the payment of any Rent or any other sums as to which Sublessee is in default or for any sum which Sublessor may expend or may be required to expend by reason of Sublessee’s default in respect to of any provision of the terms, covenants and conditions of this Lease beyond applicable notice Sublease, including, but not limited to, any damages or deficiency in the reletting of all or any portion of the Subleased Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Sublessor. If Sublessor draws upon the Letter of Credit to cure any default, Sublessee shall cause the Letter of Credit to be restored to its original amount (or shall make a cash security deposit with Sublessor in said amount) within fifteen (15) days of such drawing and cure periods, including but failure to do so shall be deemed a default hereunder. Sublessee understands that its potential liability under this Sublease is not limited to the amount of the Security Deposit. Use of said Security Deposit by Sublessor shall not constitute a waiver, but is in addition to other remedies to Sublessor under this Sublease and under law (except to the extent of the amount so applied). In the event of any sale of Sublessor’s interest in the Premises, Sublessor shall either return the Security Deposit to Sublessee or assign its interest in the Security Deposit to the transferee or assignee and Sublessor shall thereupon be released by Sublessee from all liability for the return or payment thereof; and Sublessee shall look solely to the new sublessor for the return or payment of the same delivered to the new sublessor; and the provisions relating hereof shall apply to every transfer or assignment made of the same to a new sublessor. Sublessee shall not assign or encumber or attempt to assign of encumber the Security Deposit and neither Sublessor nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Sublessee waives the provisions of California Civil Code Section 1950.7, and all other provisions of law now in force or that become in force after the date of execution of this Sublease that provide that Sublessor may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is so used, appliedto repair damage caused by Sublessee, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore clean the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultSubleased Premises.

Security Deposit. Upon execution 3.3.1 Within five (5) Business Days of this Leasethe Execution Date, Tenant shall deposit with Landlord deliver a letter of credit in the amount of the Security Deposit specified on [Page One], of this Lease. The Security Deposit will be returned to Tenant without interest upon the expiration of the Term of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunder. In the event that Tenant defaults under any provision of this Lease, and after the expiration of any applicable cure period, Landlord may apply all, or any part of the Security Deposit to amounts owed by Tenant. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such Security Deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds, Upon any sale or other conveyance of the Building, Landlord may transfer the Security Deposit (or any amount of the Security Deposit remaining) to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver the Security Deposit in the form favor of an unconditional, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable to Landlord (the “Letter of Credit”) as securitya guaranty for the faithful performance and observance by Tenant of the terms, provided the Letter of Credit shall be delivered to Landlord with executed copies covenants and conditions of this Lease. The Letter of Credit initially delivered pursuant to this subsection and all substitutions, replacements and renewals of it, must be consistent with and shall (i) be unconditionalsatisfy all the requirements in the letter of credit criteria in Exhibit H, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenantattached hereto. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part Timely delivery of the Letter of Credit and shall, at Landlord’s election, be treated as a condition subsequent to the effectiveness of this Lease such that the Lease shall be voidable by Landlord by delivery of written notice to Tenant shall provide if timely delivery of the Letter of Credit does not occur. 3.3.2 Landlord with an additional irrevocable stand-by letter may draw on the Letter of credit as provided below. Any and all fees Credit, in whole or costs charged in part at Landlord’s election, without advance notice to Tenant at any time or from time to time on or after (i) the occurrence of any Event of Default, (ii) if Tenant, or anyone in possession of the Premises through Tenant, holds over after the expiration or earlier termination of this Lease, (iii) Landlord is given notice by the issuer of the Letter of Credit that it is terminating the Letter of Credit, (iv) a confirming bank gives notice to Landlord that it will cease to act in connection with that capacity, (v) the Letter of Credit expires on a specified date by its terms and is not renewed or replaced at least sixty (60) days in advance of its expiration date, or (vi) to the extent permitted by law, in the event any bankruptcy, insolvency, reorganization or any other debtor creditor proceeding is instituted by or against Tenant. 3.3.3 Landlord may apply any sum drawn on the Letter of Credit to amounts owing to Landlord under this Lease in such order and priority as Landlord elects in its absolute discretion. If any of the proceeds drawn on the Letter of Credit are not applied immediately to sums owing to Landlord under this Lease, Landlord may retain any such excess proceeds as a cash security deposit (“Cash Security Deposit”) for application, at Landlord’s election, to future sums owing to Landlord under this Lease, in such order and priority as Landlord elects in its absolute discretion. Tenant shall, within fifteen (15) days after Tenant’s receipt of Landlord’s written demand thereof, restore the amount of the Letter of Credit drawn so that the Letter of Credit is restored to the original amount of the Letter of Credit, minus any Cash Security Deposit. If Tenant does not restore the Letter of Credit to its original amount, minus the amount of any Cash Security Deposit, within the required time period, such non-restoration shall be considered an Event of Default. 3.3.4 Additionally, Landlord’s draw and application of all or any portion of the proceeds of the Letter of Credit shall not impair any other rights or remedies provided under this Lease or under applicable law and shall not be paid by ▇▇▇▇▇▇. The irrevocable stand-by construed as a payment of liquidated damages. 3.3.5 Tenant shall cooperate in accomplishing any reasonable modification of the Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Leaserequested by Landlord. If the Letter of Credit should be lost, mutilated, stolen or destroyed, Tenant defaults with respect shall cooperate in obtaining the issuance of a replacement. Tenant shall not assign or grant any security interest in the Letter of Credit and any attempt to any provision do so shall be void and of this Lease beyond applicable notice and cure periodsno effect. In the event of a sale or transfer of Landlord’s estate or interest in the Building, including but not limited Landlord shall have the right to transfer the Letter of Credit to the provisions relating to transferee, Tenant shall pay any transfer fees charged by the payment issuing bank and Landlord shall thereafter be considered released by Tenant from all liability for the return of Rent, Landlord may draw upon all or any part of Tenant’s the Letter of Credit. If Tenant shall cooperate in effecting such transfer. No mortgagee or purchaser of any portion or all of the Security Deposit Building at any foreclosure proceeding brought under the provisions of any mortgage shall (regardless of whether the Lease is so usedat the time in question subordinated to the lien of any mortgage) be liable to Tenant or any other person for any or all amounts drawn against the Letter of Credit or any other or additional security deposit or other payment made by Tenant under the provisions of this Lease), appliedunless Landlord has actually delivered it in cash to such mortgagee or purchaser, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient to restore as the Security Deposit to its required amount pursuant to this Section 8. Tenant’s failure to replenish the Security Deposit shall constitute a failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice to cure such defaultcase may be.

Security Deposit. Upon (a) Simultaneously with the execution and delivery of this Lease, Tenant shall deposit deliver to Landlord the Security Deposit, which shall be in the form of cash or a letter of credit which satisfies the conditions of Section 2.5(b) ("Letter of Credit"). (b) If the Security Deposit is in the form of a Letter of Credit, such Letter of Credit must satisfy all of the following conditions: (i) the Letter of Credit must be in the exact form attached hereto as Exhibit F or otherwise reasonably approved by Landlord with an expiration date not less than one (1) year after the date of the Letter of Credit; (ii) the beneficiary of the Letter of Credit must be Landlord or Landlord's designee; (iii) the Letter of Credit must be irrevocable, unconditional and transferable one or more times without charge; (iv) the Letter of Credit must by issued by Fleet National Bank or another Massachusetts bank satisfactory to Landlord in its sole and absolute discretion; and (v) the Letter of Credit must provide that it may be drawn at a location in Boston, Massachusetts. If, at any time, the issuer of the Letter of Credit gives notice of its election not to renew, extend and/or reissue the Letter of Credit, then Tenant shall, on or before forty-five (45) days prior to the expiration of the term of the Letter of Credit, deliver to Landlord (1) a replacement Letter of Credit satisfying all of the above conditions or (2) cash in the full amount of the expiring Letter of Credit; and if Tenant fails to timely deliver to Landlord a replacement Letter of Credit as provided above or cash in the full amount of the expiring Letter of Credit, such failure shall constitute a payment failure under Section 12.1(a) and, in addition to any other rights which Landlord might have by reason of such payment failure, Landlord may draw on the Letter of Credit and hold the proceeds of such drawing as the Security Deposit. If Landlord draws on the Letter of Credit and holds the proceeds of such drawing as the Security Deposit under the immediately preceding sentence, then, as long as there exists no uncured Event of Default, Tenant may provide a replacement Letter of Credit in the amount of the Security Deposit specified on [Page One], which satisfies the conditions of this LeaseSection 2.5(b), whereupon Landlord will release the cash Security Deposit to Tenant. If (x) Landlord shall reasonably determine that there has been a material adverse change in the creditworthiness of the bank issuing the Letter of Credit and Tenant shall fail, within ten (10) days after notice, to either provide a replacement Letter of Credit as provided above or cash in the full amount of the existing Letter of Credit, or (y) Tenant fails to provide Landlord with cash in the full amount of the Letter of Credit within ten (10) days after notice to Tenant that (I) any proceedings under the Bankruptcy Code, receivership or any insolvency law are instituted with the issuer of the Letter of Credit as debtor or (II) the bank issuing the Letter of Credit is taken over by the Federal Deposit Insurance Corporation, the Resolution Trust Corporation or a similar entity, then such failure by Tenant under clauses (x) or (y) of this sentence shall constitute an Event of Default and, in addition to any other rights which Landlord might have by reason of such Event of Default, Landlord may draw on the Letter of Credit and hold the proceeds of such drawing as part of the Security Deposit. (c) The Security Deposit will be returned to is security for the faithful performance and observance by Tenant without interest upon the expiration of the Term terms, provisions and conditions of the Lease, provided that ▇▇▇▇▇▇ has paid all amounts due under this Lease and has otherwise performed all obligations hereunderis not an advance payment of rent. In the event It is agreed that Tenant defaults under any provision if an Event of this Lease, and after the expiration of any applicable cure periodDefault occurs, Landlord may use, apply all, or retain the whole or any part of the Security Deposit to amounts owed the extent required for payment of any Base Rent, Additional Rent, or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by Tenantreason of the occurrence of an Event of Default, including, but not limited to, any damage or deficiency accrued before or after summary proceedings or other re-entry by Landlord, including the costs of such proceeding or re-entry and further including, without limitation, reasonable attorneys' fees. In It is agreed that Landlord shall always have the event Landlord elects right to apply the Security Deposit Deposit, or any part thereof, as provided for aboveaforesaid, Tenant shall promptly restore such Security Deposit without additional notice and without prejudice to the original amount. Landlord may, at its discretion, commingle such funds with its any other funds, Upon any sale remedy or other conveyance of the Building, remedies which Landlord may transfer have, or Landlord may pursue any other such remedy or remedies in lieu of applying the Security Deposit (or any amount of part thereof. No interest shall be payable on the Security Deposit remaining) and Landlord shall have the right to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at commingle the successor/owner for repayment Security Deposit with other funds of the sameLandlord. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit, Tenant may deliver If Landlord shall apply the Security Deposit in the form of an unconditionalwhole or in part, clean, irrevocable standby letter of credit, in a form acceptable to Landlord, and issued by a bank reasonably acceptable Tenant shall immediately upon demand pay to Landlord (the “Letter of Credit”) as security, provided the Letter of Credit shall be delivered to Landlord with executed copies of this Lease. The Letter of Credit shall (i) be unconditional, irrevocable, transferable, payable to Tenant upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Landlord and Tenant. Without limiting any of Landlord’s rights or remedies hereunder, if the bank issuing the Letter of Credit provides Landlord with a cancellation notice, Landlord may immediately draw upon all or any part of the Letter of Credit and Tenant shall provide Landlord with an additional irrevocable stand-by letter of credit as provided below. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by ▇▇▇▇▇▇. The irrevocable stand-by Letter of Credit shall remain effective through the date that is sixty (60) days following the expiration date this Lease. If Tenant defaults with respect to any provision of this Lease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Landlord may draw upon all or any part of Tenant’s Letter of Credit. If any portion of the Security Deposit is amount so used, applied, or retained, Tenant will within ten (10) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by a bank reasonably acceptable to Landlord, in an amount sufficient applied to restore the Security Deposit to its required amount pursuant original amount. Because (i) Tenant's Share of (A) Taxes, (B) Insurance Costs and (C) Operating Costs, (ii) Tenant's Electricity Costs and (iii) Other Additional Rent may be subject to this Section 8. Tenant’s failure annual reconciliation based on actual amounts determined to replenish be due, in addition to the other rights provided herein to Landlord regarding the Security Deposit, Landlord shall have the right, in its discretion, upon the end of the Lease and delivery of the Premises in accordance with the terms hereof, to hold a reasonable portion of the Security Deposit shall constitute a failure (or whatever amount remains after Landlord exercises its other rights hereunder) until fifteen (15) days after such reconciliation, at which time Landlord has the right to deduct any amounts then determined to be due from the remaining Security Deposit and return any balance of the Security Deposit to Tenant. If the remaining Security Deposit, if any, is not sufficient to pay Additional Rent and Tenant's obligations hereunder, Tenant shall have pay the same within ten (10) days of billing from Landlord. In the date event of notice a sale or other transfer of Landlord's Property, or leasing of the entire Landlord's Property including the Premises subject to cure Tenant's tenancy hereunder, Landlord shall transfer the Security Deposit then remaining to the vendee or lessee, in which event Landlord shall thereupon be released from all liability for the return of such defaultSecurity Deposit to Tenant; and Tenant agrees to look solely to the new landlord for the return of the Security Deposit then remaining. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.