Common use of WINDOW CLEANING Clause in Contracts

WINDOW CLEANING. (1) All windows are to be cleaned inside and outside two (2) times per year. Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 EXHIBIT 3 FORM OF LETTER OF CREDIT [See attached.] Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 IRREVOCABLE LETTER OF CREDIT ISSUE DATE: June 26, 2014 L/C NO.: _________ APPLICANT: Urban Compass, Inc **************DIRECT************** 90 Fifth Owner LLC AMOUNT: USD $1,814,688.00 c/o RFR Realty LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Executive Vice President LADIES AND GENTLEMEN: We hereby establish our irrevocable standby letter of credit no. ____________ in your favor for an aggregate amount not to exceed the amount indicated above, expiring at our counters at 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attn: Business Banking, with our close of business on June 26, 2015. This letter of credit is available with the First Republic Bank, New York against presentation of your draft at sight drawn on the First Republic Bank, New York. It is a condition of this irrevocable letter of credit that it shall be automatically extended without amendment for additional one year periods from the present or each future expiration date, unless at least 45 days prior to such date we send you notice in writing by registered mail at the above address, that we elect not to renew this letter of credit for such additional period. However in no event shall this letter of credit be extended beyond the final expiration date of August 1, 2025Upon such notice to you, you may draw drafts on us at sight for an amount not to exceed the balance remaining in this letter of credit within the then applicable expiration date, accompanied by your dated statement purportedly signed by one of your officials reading: “the amount of this drawing USD _____________ under the First Republic Bank letter of credit number _____________ represents funds due us as we have received notice from the First Republic Bank of its decision not to extend letter of credit number __________ for an additional year, and the obligation remains outstanding.” We will not notify Applicant or any other third party with respect to communications, or inquiries of Beneficiary, including the presentation of the Letter of Credit for payment or any attempt to draw against the Letter of Credit, until after the Letter of Credit has been paid in accordance with the terms hereof. This letter of credit is transferable in its entirety (but not in part) and the First Republic Bank only is authorized to act as the transferring bank. Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 We shall not recognize any transfer of this letter of credit until this original letter of credit together with any amendments and a signed and completed transfer form satisfactory to us is received by us. Transfer charges are for the applicant’s account. Forms are attached hereto as Exhibit A. The correctness of the signature and title of the person signing the transfer forms must be verified by your bank. In case of any transfer under this letter of credit, the draft and any required statement must be executed by the transferee. This letter of credit may not be transferred to any person with which U.S. persons are prohibited from doing business under U.S. foreign assets control regulations or other applicable U.S. laws and regulations. All drafts must indicate: “Drawn under the First Republic Bank, New York letter of credit no. ____________ dated June 26, 2014.” The original letter of credit and all sight drafts must be presented for drawing. Except as otherwise expressly stated herein, this letter of credit is subject to the Uniform Customs and Practice for documentary credits, 2007 Revision, ICC Publication No. 600, excluding Articles 8, 9, 11 through 13, 18 through 28, and further requiring that all signatures be signed as original handwriting, not facsimile, stamped or electronic signatures. First Republic Bank By: Name: Title: Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 Exhibit A to First Republic Bank Irrevocable Standby Letter of Credit No. __________ [EXHIBIT TO BE TYPED ON BENEFICIARY’S LETTERHEAD] NOTICE OF TRANSFER OF ENTIRE IRREVOCABLE STANDBY LETTER OF CREDIT First Republic Bank 000 Xxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Loan Closing Re: Irrevocable Standby Letter of Credit No. [insert Letter of Credit No.], dated [insert date], issued by First Republic Bank (the “Letter of Credit”) for the account of [insert name of applicant] (“Applicant”) Ladies and Gentlemen: For value received, the undersigned, being the beneficiary (“Beneficiary”) (or a duly authorized representative thereof) of the Letter of Credit, hereby irrevocably assigns and transfers all of the Beneficiary’s rights under the Letter of Credit, as previously and hereafter amended, supplemented and/or otherwise modified, to: [insert full name and address of transferee] By this transfer, all of our rights in the Letter of Credit are transferred to the transferee, and the transferee shall have the sole rights as beneficiary under the Letter of Credit, including sole rights relating to any amendments, whether extensions or other amendments, and whether now existing or hereafter made. You are hereby irrevocably instructed to advise future amendment(s) of the Letter of Credit to the transferee without our consent of notice to us. The original Letter of Credit is herewith returned with all amendments to this date. Please notify the transferee in such form as you deem advisable of this transfer and of the terms and conditions to this Letter of Credit, including amendments as transferred. Very truly yours, [insert name of Beneficiary and date of this Notice of Transfer] By: [insert signature] Name: [insert name] Title: [insert title] Date: [insert date] Receipt of Instruction to Transfer acknowledged: FIRST REPUBLIC BANK By: Name: Title: Date: Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 EXHIBIT 4 CONTRACTOR’S INSURANCE REQUIREMENTS

WINDOW CLEANING. (1) All windows are to be cleaned inside and outside two (2) times per year. Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 EXHIBIT 3 FORM OF LETTER OF CREDIT [See attached.] Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 IRREVOCABLE LETTER OF CREDIT ISSUE DATE: June 26, 2014 :________________ L/C NO.: :___________________ APPLICANT: Urban Compass, Inc **************DIRECT************** 90 Fifth Owner LLC [Tenant] AMOUNT: USD $1,814,688.00 ________ [LANDLORD] c/o RFR Realty Realty, LLC 000 Xxxx Xxxxxx Xxx Xxxx400 PARK AVENUE NEW YORK, Xxx Xxxx 00000 Attn: Executive Vice President LADIES AND NEW YORK 10022 GENTLEMEN: We hereby establish our irrevocable standby letter of estxxxxxx xxx xxxxxxxxxxx xxxxxxx xxxxxx xx credit no. .________________ in your favor for an aggregate amount not to exceed the amount indicated above, expiring at our counters at 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attn: Business Banking, in New York with our close of business on June 26, 2015___________. This letter of credit is available with the First Republic __________________ Bank, New York against presentation of your draft at sight drawn on the First Republic ____________________ Bank, New York. It is a condition of this irrevocable letter of credit that it shall be automatically extended without amendment for additional one year periods from the present or each future expiration date, unless at least 45 days prior to such date we send you notice in writing by registered mail at the above address, that we elect not to renew this letter of credit for such additional period. However in no event shall this letter of credit be extended beyond the final expiration date of August 1, 2025Upon _______________. Upon such notice to you, you may draw drafts on us at sight for an amount not to exceed the balance remaining in this letter of credit within the then applicable expiration date, accompanied by your dated statement purportedly signed by one of your officials reading: “"the amount of this drawing USD _____________ under the First Republic Bank letter of credit number _____________ represents funds due us as we have received notice from the First Republic _____________ - Bank of its decision not to extend letter of credit number __________ for an additional year, and the obligation remains outstanding.” " We will not notify Applicant or any other third party with respect to communications, or inquiries of Beneficiary, including the presentation of the Letter of Credit for payment or any attempt to draw against the Letter of Credit, until after the Letter of Credit has been paid in accordance with the terms hereof. This letter of credit is transferable in its entirety (but not in part) and the First Republic ___________________ Bank only is authorized to act as the transferring bank. Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 We shall not recognize any transfer of this letter of credit until this original letter of credit together with any amendments and a signed and completed transfer form satisfactory to us is received by us. Transfer charges are for the applicant’s 's account. Forms are attached hereto as Exhibit A. attached.. [Please obtain forms from the Bank]. The correctness of the signature and title of the person signing the transfer forms must be verified by your bank. In case of any transfer under this letter of credit, the draft and any required statement must be executed by the transferee. This letter of credit may not be transferred to any person with which U.S. persons are prohibited from doing business under U.S. foreign assets control regulations or other applicable U.S. laws and regulations. All drafts must indicate: “"Drawn under the First Republic Bank, New York letter of credit no. dated ____________ dated June 26, 2014_________.” " The original letter of credit and all sight drafts must be presented for drawing. Except as otherwise expressly stated herein, this letter of credit is subject to the Uniform Customs and Practice for documentary credits, 2007 1993 Revision, ICC Publication No. 600, excluding Articles 8, 9, 11 through 13, 18 through 28, and further requiring that all signatures be signed as original handwriting, not facsimile, stamped or electronic signatures500. First Republic Bank By: Name: Title: Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 Exhibit SCHEDULE A to First Republic Bank Irrevocable Standby Letter of Credit No. __________ [EXHIBIT TO BE TYPED ON BENEFICIARY’S LETTERHEAD] NOTICE OF TRANSFER OF ENTIRE IRREVOCABLE STANDBY LETTER OF CREDIT First Republic Bank 000 Xxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Loan Closing Re: Irrevocable Standby Letter of Credit No. [insert Letter of Credit No.], dated [insert date], issued by First Republic Bank (the “Letter of Credit”) for the account of [insert name of applicant] (“Applicant”) Ladies and Gentlemen: For value received, the undersigned, being the beneficiary (“Beneficiary”) (or a duly authorized representative thereof) of the Letter of Credit, hereby irrevocably assigns and transfers all of the Beneficiary’s rights under the Letter of Credit, as previously and hereafter amended, supplemented and/or otherwise modified, to: [insert full name and address of transferee] By this transfer, all of our rights in the Letter of Credit are transferred to the transferee, and the transferee shall have the sole rights as beneficiary under the Letter of Credit, including sole rights relating to any amendments, whether extensions or other amendments, and whether now existing or hereafter made. You are hereby irrevocably instructed to advise future amendment(s) of the Letter of Credit to the transferee without our consent of notice to us. The original Letter of Credit is herewith returned with all amendments to this date. Please notify the transferee in such form as you deem advisable of this transfer and of the terms and conditions to this Letter of Credit, including amendments as transferred. Very truly yours, [insert name of Beneficiary and date of this Notice of Transfer] By: [insert signature] Name: [insert name] Title: [insert title] Date: [insert date] Receipt of Instruction to Transfer acknowledged: FIRST REPUBLIC BANK By: Name: Title: Date: Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 EXHIBIT 4 CONTRACTOR’S INSURANCE REQUIREMENTSRULES AND REGULATIONS

WINDOW CLEANING. (1) All windows are to be cleaned inside and outside two (2) times per year. Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 EXHIBIT 3 FORM OF LETTER OF CREDIT [See attached.] Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 IRREVOCABLE LETTER OF CREDIT ISSUE DATE: June 26, 2014 L/C NO.: _________ APPLICANT: Urban Compass, Inc **************DIRECT************** 90 Fifth Owner LLC AMOUNT: USD $1,814,688.00 c/o RFR Realty LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Executive Vice President LADIES AND GENTLEMEN: We hereby establish our irrevocable standby letter of credit no. ____________ in your favor for an aggregate amount not to exceed the amount indicated above, expiring at our counters at 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attn: Business Banking, with our close of business on June 26, 2015. This letter of credit is available with the First Republic Bank, New York against presentation of your draft at sight drawn on the First Republic Bank, New York. It is a condition of this irrevocable letter of credit that it shall be automatically extended without amendment for additional one year periods from the present or each future expiration date, unless at least 45 days prior to such date we send you notice in writing by registered mail at the above address, that we elect not to renew this letter of credit for such additional period. However in no event shall this letter of credit be extended beyond the final expiration date of August 1, 2025Upon such notice to you, you may draw drafts on us at sight for an amount not to exceed the balance remaining in this letter of credit within the then applicable expiration date, accompanied by your dated statement purportedly signed by one of your officials reading: “the amount of this drawing USD _____________ under the First Republic Bank letter of credit number _____________ represents funds due us as we have received notice from the First Republic Bank of its decision not to extend letter of credit number __________ for an additional year, and the obligation remains outstanding.” We will not notify Applicant or any other third party with respect to communications, or inquiries of Beneficiary, including the presentation of the Letter of Credit for payment or any attempt to draw against the Letter of Credit, until after the Letter of Credit has been paid in accordance with the terms hereof. This letter of credit is transferable in its entirety (but not in part) and the First Republic Bank only is authorized to act as the transferring bank. Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 We shall not recognize any transfer of this letter of credit until this original letter of credit together with any amendments and a signed and completed transfer form satisfactory to us is received by us. Transfer charges are for the applicant’s account. Forms are attached hereto as Exhibit A. The correctness of the signature and title of the person signing the transfer forms must be verified by your bank. In case of any transfer under this letter of credit, the draft and any required statement must be executed by the transferee. This letter of credit may not be transferred to any person with which U.S. persons are prohibited from doing business under U.S. foreign assets control regulations or other applicable U.S. laws and regulations. All drafts must indicate: “Drawn under the First Republic Bank, New York letter of credit no. ____________ dated June 26, 2014.” The original letter of credit and all sight drafts must be presented for drawing. Except as otherwise expressly stated herein, this letter of credit is subject to the Uniform Customs and Practice for documentary credits, 2007 Revision, ICC Publication No. 600, excluding Articles 8, 9, 11 through 13, 18 through 28, and further requiring that all signatures be signed as original handwriting, not facsimile, stamped or electronic signatures. First Republic Bank By: Name: Title: Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 Exhibit A to First Republic Bank Irrevocable Standby Letter of Credit No. __________ [EXHIBIT TO BE TYPED ON BENEFICIARY’S LETTERHEAD] NOTICE OF TRANSFER OF ENTIRE IRREVOCABLE STANDBY LETTER OF CREDIT First Republic Bank 000 Xxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Loan Closing Re: Irrevocable Standby Letter of Credit No. [insert Letter of Credit No.], dated [insert date], issued by First Republic Bank (the “Letter of Credit”) for the account of [insert name of applicant] (“Applicant”) Ladies and Gentlemen: For value received, the undersigned, being the beneficiary (“Beneficiary”) (or a duly authorized representative thereof) of the Letter of Credit, hereby irrevocably assigns and transfers all of the Beneficiary’s rights under the Letter of Credit, as previously and hereafter amended, supplemented and/or otherwise modified, to: [insert full name and address of transferee] By this transfer, all of our rights in the Letter of Credit are transferred to the transferee, and the transferee shall have the sole rights as beneficiary under the Letter of Credit, including sole rights relating to any amendments, whether extensions or other amendments, and whether now existing or hereafter made. You are hereby irrevocably instructed to advise future amendment(s) of the Letter of Credit to the transferee without our consent of notice to us. The original Letter of Credit is herewith returned with all amendments to this date. Please notify the transferee in such form as you deem advisable of this transfer and of the terms and conditions to this Letter of Credit, including amendments as transferred. Very truly yours, [insert name of Beneficiary and date of this Notice of Transfer] By: [insert signature] Name: [insert name] Title: [insert title] Date: [insert date] Receipt of Instruction to Transfer acknowledged: FIRST REPUBLIC BANK By: Name: Title: Date: Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 EXHIBIT 4 CONTRACTOR’S INSURANCE REQUIREMENTS

WINDOW CLEANING. (1) . All windows are to be cleaned inside and outside out two (2) times per year. Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 EXHIBIT 3 SCHEDULE E FORM OF LETTER OF CREDIT [See attached.ISSUER] Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 IRREVOCABLE LETTER OF CREDIT ISSUE DATE: June 26, 2014 L/C NO.: _________ APPLICANT: Urban Compass, Inc **************DIRECT************** 90 [Date] RFL 160 Fifth Owner LLC AMOUNT: USD $1,814,688.00 c/o RFR Realty LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnAttention: Executive Vice President LADIES AND GENTLEMENRef: We Irrevocable Letter of Credit No. Gentlemen: By order of our client, [name of Tenant], [address of Tenant], we hereby establish our irrevocable standby letter of credit no. ____________ open in your favor our clean irrevocable Letter of Credit No. for an the aggregate sum of [amount not to exceed the amount indicated aboveof Security Deposit] United States Dollars, (U.S. $ ) effective immediately and expiring at our counters at 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attn: Business Banking, with our close [address of business on June 26, 2015. This letter of credit is available with the First Republic Bank, ] New York Office on or any automatically extended date. Funds under this Letter of Credit are available to you against presentation of your draft at sight draft(s) drawn on us marked “drawn under Irrevocable Letter of Credit No. date [date of Letter of Credit]”, and accompanied by the First Republic Bankfollowing: Beneficiary’s signed statement that [name of Tenant] has failed to comply with the terms and conditions of a contract described as Agreement of Lease between RFL 160 Fifth LLC, New YorkLandlord, and [name of Tenant], Tenant, dated [date of Lease]. It is a condition of this irrevocable letter Letter of credit Credit that it shall be deemed automatically extended without amendment for additional one year periods from the present or each any future expiration datedate hereof, unless at least 45 thirty (30) days prior to any such date we send shall notify you notice in writing by registered mail at the above address, that we elect not to renew consider this letter Letter of credit Credit renewed for any such additional period. However in no event shall this letter Upon receipt by you of credit be extended beyond the final expiration date of August 1, 2025Upon such notice to younotice, you may draw drafts hereunder by means of your draft on us at sight for an amount not to exceed the balance remaining in this letter of credit within the then applicable expiration datesight, accompanied by your dated statement purportedly signed by one the original Letter of your officials reading: “the amount of this drawing USD _____________ under the First Republic Bank letter of credit number _____________ represents funds due us as we have received notice from the First Republic Bank of its decision not to extend letter of credit number __________ for an additional year, and the obligation remains outstanding.” We will not notify Applicant or any other third party with respect to communications, or inquiries of Beneficiary, including the presentation of the Credit. This Letter of Credit is transferrable in whole but not in part by the beneficiary upon notice to the undersigned, without charge. Requests for payment or any attempt to draw against transfer will be in the form of Annex A attached hereto, duly completed by an officer of your company and accompanied by the original of this Letter of Credit. If we receive your sight draft as mentioned above, until after the Letter of Credit has been paid in accordance with the terms hereof. This letter of credit is transferable in its entirety (but not in part) and the First Republic Bank only is authorized to act as the transferring bank. Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 We shall not recognize any transfer conditions of this letter of credit until this original letter of credit together with any amendments and a signed and completed transfer form satisfactory to us is received by us. Transfer charges are for the applicant’s account. Forms are attached hereto as Exhibit A. The correctness of the signature and title of the person signing the transfer forms must be verified by your bank. In case of any transfer under this letter of credit, the draft and any required statement must be executed by the transferee. This letter of credit may not be transferred to any person with which U.S. persons are prohibited from doing business under U.S. foreign assets control regulations or other applicable U.S. laws and regulations. All drafts must indicate: “Drawn under the First Republic Bankhere at our [address], New York letter Office we will promptly honor the same. This Letter of credit no. ____________ dated June 26, 2014.” The original letter of credit and all sight drafts must be presented for drawing. Except as otherwise expressly stated herein, this letter of credit Credit is subject to the Uniform Customs and Practice for documentary credits, 2007 Documentary Credits (1993 Revision, ICC Publication ) International Chamber of Commerce Brochure No. 600500, excluding Articles 8, 9, 11 through 13, 18 through 28shall be deemed to be a contract made under, and further requiring that all signatures as to matters not governed by the UCP, shall be signed as original handwriting, not facsimile, stamped or electronic signatures. First Republic Bank By: Name: Title: Confidential Treatment Requested governed by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 Exhibit A to First Republic Bank Irrevocable Standby Letter and construed in accordance with the laws of Credit No. __________ [EXHIBIT TO BE TYPED ON BENEFICIARY’S LETTERHEAD] NOTICE OF TRANSFER OF ENTIRE IRREVOCABLE STANDBY LETTER OF CREDIT First Republic Bank 000 Xxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Loan Closing Re: Irrevocable Standby Letter the State of Credit NoNew York and applicable U.S. Federal Law. [insert Letter Name of Credit No.], dated [insert date], issued by First Republic Bank (the “Letter of Credit”) for the account of [insert name of applicant] (“Applicant”) Ladies and Gentlemen: For value received, the undersigned, being the beneficiary (“Beneficiary”) (or a duly authorized representative thereof) of the Letter of Credit, hereby irrevocably assigns and transfers all of the Beneficiary’s rights under the Letter of Credit, as previously and hereafter amended, supplemented and/or otherwise modified, to: [insert full name and address of transferee] By this transfer, all of our rights in the Letter of Credit are transferred to the transferee, and the transferee shall have the sole rights as beneficiary under the Letter of Credit, including sole rights relating to any amendments, whether extensions or other amendments, and whether now existing or hereafter made. You are hereby irrevocably instructed to advise future amendment(s) of the Letter of Credit to the transferee without our consent of notice to us. The original Letter of Credit is herewith returned with all amendments to this date. Please notify the transferee in such form as you deem advisable of this transfer and of the terms and conditions to this Letter of Credit, including amendments as transferred. Very truly yours, [insert name of Beneficiary and date of this Notice of TransferBank] By: [insert signature] Name: [insert name] Authorized Signature Title: [insert titleANNEX A TO BE ADDED BY ISSUER, IF REQUIRED] Date: [insert date] Receipt of Instruction to Transfer acknowledged: FIRST REPUBLIC BANK By: Name: Title: Date: Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 EXHIBIT 4 CONTRACTOR’S INSURANCE REQUIREMENTSSCHEDULE F RULES AND REGULATIONS

WINDOW CLEANING. (1) All windows are to be cleaned inside and outside two (2) times per year. Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 EXHIBIT 3 FORM OF LETTER OF CREDIT [See attached.] Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 IRREVOCABLE LETTER OF CREDIT ISSUE DATE: June 26, 2014 _________ L/C NO.: _________ APPLICANT: Urban Compass, Inc **************DIRECT************** 90 Fifth Owner DIRECT ************** Relmada Therapeutics, Inc. GP 275 OWNER, LLC AMOUNT: USD $1,814,688.00 ____________ c/o RFR Realty LLC 000 300 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Executive Vice President LADIES AND GENTLEMEN: We hereby establish our irrevocable standby letter of credit no. ____________ in your favor for an aggregate amount not to exceed the amount indicated above, expiring at our counters at 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attn: Business Banking, in New York with our close of business on June 26, 2015_________________. This letter of credit is available with the First Republic ___________________Bank, New York against presentation of your draft at sight drawn on the First Republic _____________ Bank, New York. It is a condition of this irrevocable letter of credit that it shall be automatically extended without amendment for additional one year periods from the present or each future expiration date, unless at least 45 days prior to such date we send you notice in writing by registered mail at the above address, that we elect not to renew this letter of credit for such additional period. However in no event shall this letter of credit be extended beyond the final expiration date of August 1, 2025Upon ______________. Upon such notice to you, you may draw drafts on us at sight for an amount not to exceed the balance remaining in this letter of credit within the then applicable expiration date, accompanied by your dated statement purportedly signed by one of your officials reading: “the amount of this drawing USD _____________ under the First Republic _____________________ Bank letter of credit number _______________ represents funds due us as we have received notice from the First Republic ____________- Bank of its decision not to extend letter of credit number __________ for an additional year, and the obligation remains outstanding.” We will not notify Applicant or any other third party with respect to communications, or inquiries of Beneficiary, including the presentation of the Letter of Credit for payment or any attempt to draw against the Letter of Credit, until after the Letter of Credit has been paid in accordance with the terms hereof. This letter of credit is transferable in its entirety (but not in part) and the First Republic _____________ Bank only is authorized to act as the transferring bank. Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 We shall not recognize any transfer of this letter of credit until this original letter of credit together with any amendments and a signed and completed transfer form satisfactory to us is received by us. Transfer charges are for the applicant’s account. Forms are attached hereto as Exhibit A. attached. [Please obtain forms from the Bank]. The correctness of the signature and title of the person signing the transfer forms must be verified by your bank. In case of any transfer under this letter of credit, the draft and any required statement must be executed by the transferee. This letter of credit may not be transferred to any person with which U.S. persons are prohibited from doing business under U.S. foreign assets control regulations or other applicable U.S. laws and regulations. All drafts must indicate: “Drawn under the First Republic __________ Bank, New York letter of credit no. ____________ dated June 26, 2014_____________.” The original letter of credit and all sight drafts must be presented for drawing. Except as otherwise expressly stated herein, this letter of credit is subject to the Uniform Customs and Practice for documentary credits, 2007 Revision, ICC Publication No. 600, excluding Articles 8, 9, 11 through 13, 18 through 28, and further requiring that all signatures be signed as original handwriting, not facsimile, stamped or electronic signatures. First Republic Bank By: Name: Title: Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 Exhibit A to First Republic Bank Irrevocable Standby Letter of Credit No. __________ [EXHIBIT TO BE TYPED ON BENEFICIARY’S LETTERHEAD] NOTICE OF TRANSFER OF ENTIRE IRREVOCABLE STANDBY LETTER OF CREDIT First Republic Bank 000 Xxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Commercial Loan Closing Re: Irrevocable Standby Letter of Credit No. [insert Letter of Credit No.], dated [insert date], issued by First Republic Bank (the “Letter of Credit”) for the account of [insert name of applicant] (“Applicant”) Ladies and Gentlemen: For value received, the undersigned, being the beneficiary (“Beneficiary”) (or a duly authorized representative thereof) of the Letter of Credit, hereby irrevocably assigns and transfers all of the Beneficiary’s rights under the Letter of Credit, as previously and hereafter amended, supplemented and/or otherwise modified, to: [insert full name and address of transferee] By this transfer, all of our rights in the Letter of Credit are transferred to the transferee, and the transferee shall have the sole rights as beneficiary under the Letter of Credit, including sole rights relating to any amendments, whether extensions or other amendments, and whether now existing or hereafter made. You are hereby irrevocably instructed to advise future amendment(s) of the Letter of Credit to the transferee without our consent of notice to us. The original Letter of Credit is herewith returned with all amendments to this date. Please notify the transferee in such form as you deem advisable of this transfer and of the terms and conditions to this Letter of Credit, including amendments as transferred. Very truly yours, [insert name of Beneficiary and date of this Notice of Transfer] By: [insert signature] Name: [insert name] Title: [insert title] Date: [insert date] Receipt of Instruction to Transfer acknowledged: FIRST REPUBLIC BANK By: Name: Title: Date: Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 EXHIBIT 4 CONTRACTOR’S INSURANCE REQUIREMENTS