Common use of Security Deposit Clause in Contracts

Security Deposit. Within two (2) days after Subtenant’s execution and delivery of this Sublease, Subtenant shall deliver to Sublandlord an initial security deposit in the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration of the initial term (without giving effect to 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 separate default entitling Sublandlord, following written notice and 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 expiration 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. Within two (2) days after Subtenant’s Upon execution and delivery of this SubleaseLease, Subtenant Tenant shall deliver to Sublandlord an initial security deposit in with Landlord the amount of One Million Dollars 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 ($1,000,000or any amount of the Security Deposit remaining) (to a successor/owner, and ▇▇▇▇▇▇ agrees to look solely at the “Initial successor/owner for repayment of the same. Notwithstanding anything to the contrary in the paragraph above, in lieu of a cash Security Deposit”, and together with any Extension Tenant may deliver the Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditional, clean, irrevocable standby letter of credit without documentscredit, 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 Sublandlord 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 “LC”)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. Notwithstanding Without limiting any of Landlord’s rights or remedies hereunder, if the foregoingbank issuing the Letter of Credit provides Landlord with a cancellation notice, Subtenant Landlord may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days immediately draw upon all or any part of the effective date Letter of this Sublease, Credit 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 Tenant shall provide Subtenant Landlord with written notice setting forth the amounts so used or applied and the purpose therefor, and Subtenant shall, within ten (10) days after receipt of such notice, deposit cash or a replacement an additional irrevocable stand-by letter of credit (as provided below. Any and all fees or costs charged by the issuer in form and substance subject to connection with the same requirements as the original letter Letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so Credit shall be a material default and breach of this Sublease paid by Subtenant▇▇▇▇▇▇. The Security Deposit irrevocable stand-by Letter of Credit shall be held by Sublandlord as security for remain effective through the faithful performance by Subtenant of all date that is sixty (60) days following the terms, covenants, and conditions of expiration date this Sublease applicable to SubtenantLease. If Subtenant Tenant defaults with respect to any provision of this Sublease Lease beyond all applicable periods of notice and curecure periods, including but not limited to the provisions relating to the condition payment of the Subleased Premises Rent, Landlord may draw upon the Expiration Date, Sublandlord may (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 for 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 payment of any Security Deposit to its required amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition 8. Tenant’s failure to any rights which Sublandlord may have pursuant to Section 10 below. Upon replenish the expiration of the initial term (without giving effect to 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 separate default entitling Sublandlord, following written failure to pay Additional Rent and Tenant shall have ten (10) days from the date of notice and 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 expiration 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 cureddefault.

Security Deposit. Within two (2) days after SubtenantConcurrently with Tenant’s execution and delivery of this SubleaseLease, Subtenant Tenant shall deliver to Sublandlord an initial deposit with Landlord a security deposit in the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit without documents, i.e., no obligation on Sublandlord’s part to present anything but a sight draft, with Sublandlord as beneficiary, drawable amount set forth 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days Section 8 of the effective date of this SubleaseSummary, 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant Tenant of all the terms, covenants, and conditions of its obligations under this Sublease applicable to SubtenantLease. If Subtenant defaults Tenant Defaults with respect to any provision provisions of this Sublease beyond all applicable periods of notice and cureLease, including but not limited to the provisions relating to the condition payment of Rent, the Subleased Premises upon removal of property and the Expiration Daterepair of resultant damage, Sublandlord may (Landlord may, without notice to Tenant, but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any amount which Sublandlord may spend by reason Rent or any other sum then owing and unpaid and Tenant shall, immediately upon demand therefor, pay all such sums to Landlord as “Additional Rent” in order to restore the Security Deposit to its original amount. Tenant also hereby consents to Landlord’s application of Subtenant’s default. The rights all or part of Sublandlord pursuant to this Section are in addition the Security Deposit to any rights which Sublandlord post-rejection claims that Landlord may have pursuant with respect to Section 10 belowTenant’s obligations under this Lease in any bankruptcy proceeding involving Tenant. Upon Any unapplied portion of the Security Deposit shall be returned to Tenant, or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder, within sixty (60) days following the expiration of the initial term (without giving effect Lease Term. Tenant shall not be entitled to any Extension Periodsinterest on the Security Deposit. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, or any successor statute, and all other provisions of law, now or hereafter in effect, which (i) hereof establish the time frame by which a landlord must refund a security deposit under a lease, and/or (ii) provide 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 earlier to clean the premises, it being agreed that Landlord may, in addition, claim those sums specified in this Section above and/or those sums reasonably necessary to compensate Landlord for any loss or damage caused by Tenant’s default of the Lease, as amended hereby, including all damages or rent due upon termination of this Sublease, and when all then-existing defaults hereunder have been cured, Sublandlord shall return Lease pursuant to Section 1951.2 of the Initial California Civil Code. Landlord may commingle the Security Deposit or any balance thereof (without interest) with its other funds and has no fiduciary duty with respect thereto, the only relationship created being that of debtor and creditor. In the event of a transfer of Landlord’s interest in the Premises, Landlord shall have the right to Subtenant within three (3) months transfer the Security Deposit to the transferee thereof. In such event, Landlord shall be deemed released by Tenant from all liability for the return of such expiration or termination. Failure Security Deposit and Tenant agrees to look solely to such transferee for the return 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 separate default entitling Sublandlord, following written notice and 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 said Security Deposit. With respect No mortgagee, trustee or master landlord shall be liable for the return of the Security Deposit. Tenant hereby grants to any Extension Period, Subtenant shall provide to Sublandlord Landlord a security interest in the Extension Security Deposit in accordance with the applicable theretoprovisions of the Uniform Commercial Code. Upon expiration Except as expressly provided herein, Tenant shall have no legal power to assign or earlier termination encumber the Security Deposit, and the return 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 expiration or earlier termination. Notwithstanding anything in this Section 5 to the contrary, if the expiration Tenant shall completely relieve Landlord 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 curedliability with regard thereto.

Security Deposit. (a) Within two five (25) business days after Subtenantof Tenant’s execution and delivery of this Subleasethe Lease, Subtenant Tenant shall deliver to Sublandlord Landlord an initial security deposit irrevocable, unconditional, standby letter of credit in the amount of One Million Three Hundred Nine Thousand Nine Hundred Fifty-four and 40/100ths Dollars ($1,000,000) 309,954.40), which amount shall be subject to reduction as provided below (such letter of credit, together with any renewal or replacement letters of credit delivered or to be delivered by Tenant, shall be referred to herein collectively as the “Letter of Credit”). The Letter of Credit shall name Landlord as beneficiary and shall be issued by a national money center bank with an office in the San Francisco Bay area, California (the “Initial Security DepositIssuer”). Landlord hereby approves ▇▇▇▇▇ Fargo as an acceptable Issuer. The final form of the Letter of Credit, the identity of the Issuer, and together with the form of any Extension Security Deposit held from time replacement Letter of Credit shall be subject to time, 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 form event of an unconditionalTenant’s default. (b) Upon the occurrence of any default by Tenant under this Lease, irrevocable standby letter regardless of credit without documentswhether Tenant has filed a petition in bankruptcy under the federal bankruptcy laws, i.e.or if Tenant, no obligation on Sublandlordfollowing 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 part determination to present anything but a sight draftcure Tenant’s default, with Sublandlord as beneficiary, drawable in whole including the payment of any Rent or in part, providing for payment in Boston, Massachusetts, on presentation of Sublandlord’s drafts on sight, providing for multiple draws other sum then due and multiple successors and otherwise both from a bank and in a form reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Subleaseunpaid, and upon Sublandlord’s receipt the repair of such LC, Sublandlord shall promptly return any damage to the cash balance of the Initial Security Deposit to SubtenantPremises caused by Tenant. If any portion of the Security Deposit Letter of Credit is used or applied pursuant to this Section 5drawn upon by Landlord for such purposes, Sublandlord shall provide Subtenant with written notice setting forth the amounts so used or applied and the purpose therefor, and Subtenant Tenant shall, within ten (10) business days after receipt of such noticewritten demand by Landlord, deposit cash or a replacement letter Letter of credit (Credit with Landlord in form and substance subject to the same requirements as amount of the original letter Letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such timeCredit. SubtenantTenant’s failure to do so shall be a material default and breach of this Sublease Lease. Tenant shall not, however, be required to provide Landlord with a replacement Letter of Credit if the Letter of Credit is drawn upon by SubtenantLandlord 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 Security Deposit Letter of Credit shall be held by Sublandlord as security for returned to Tenant within thirty (30) days after the faithful performance by Subtenant date which is the later of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon 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 (without giving effect 12) months and, subject to any Extension Periodsthe provisions of Paragraph 6(d) hereof below, shall be maintained in force at all times :from issuance through thirty (30) days following the expiration or earlier termination of this Sublease, and when all then-existing defaults hereunder have been cured, Sublandlord Lease. The Letter of Credit shall return provide for automatic extension of the Initial Security Deposit or any balance thereof Letter of Credit for successive periods of twelve (without interest) to Subtenant within three (312) months each, unless the Issuer notifies Landlord by certified or overnight express mail not less than thirty (30) days prior to the expiration of such expiration or terminationthe Letter of Credit that the Letter of Credit will not be renewed. Failure of Subtenant If Tenant fails to deliver a replacement letter Letter of credit Credit to Sublandlord 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 current letter of credit shall constitute a separate default entitling Sublandlord, following written notice and an opportunity other remedies available to cure by SubtenantLandlord, to draw down immediately and entirely on all or part of the current letter Letter of credit Credit and to hold the proceeds shall constitute thereof as a cash Initial Security Depositsecurity deposit without the payment of any interest to Tenant. With respect Drawing upon the Letter of Credit shall be 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 Letter of Credit shall be transferable by the beneficiary and any Extension Periodtransfer fee payable to the Issuer shall be paid by Tenant. The Letter of Credit shall not be mortgaged, Subtenant 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 provide 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 Sublandlord proceed against the Extension 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 applicable thereto. Upon expiration or earlier 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 Extension Period 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 when 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 then-existing other provisions of law now in force or that become in force after the date of the execution of this Lease, that provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults hereunder have been curedin the payment of rent, Sublandlord shall return to repair damage caused by Tenant, or to clean the Extension 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 (30) days following the expiration 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 Landlord so uses or applies all or any portion of any cash Security Deposit, within ten (without 10) days after written demand therefor Tenant shall deposit cash with Landlord in an amount sufficient to restore the Security Deposit to the full extent of the above amount, and Tenant’s failure to 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 Subtenant within three renew shall not constitute a default hereunder and (3ii) months Tenant shall at any time thereafter be entitled to provide Landlord with a replacement Letter of such expiration or earlier terminationCredit that satisfies the requirements hereunder, at which time Landlord shall return the cash proceeds of the original Letter of Credit drawn by Landlord. Notwithstanding anything in this Section 5 the foregoing provisions to the contrary, if so long as no Default has occurred that remains uncured, the expiration required amount of the initial term or any Extension Period Security Deposit shall also represent the occurrence be reduced to (i) Two Hundred Thirty-two Thousand Four Hundred Sixty-five and 80/l00ths Dollars ($232,465.80) as of the Expiration Datecommencement 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 upon expiration or earlier termination holding a cash Security Deposit, Landlord shall refund the sum of this Sublease, Sublandlord shall return any Security Deposit or any balance thereof Seventy-seven Thousand Four Hundred Eighty-eight and 60/100ths Dollars (without interest$77,488.60) to Subtenant Tenant within three fifteen (315) months days after the date for the applicable reduction in the amount of such expiration or earlier terminationthe Security Deposit. Otherwise, Tenant shall deliver a replacement Letter of Credit for the appropriate reduced amount to Landlord and after Subtenant has vacated upon receipt of the Subleased Premises and all then-existing defaults hereunder have been curedreplacement Letter of Credit, Landlord will return the Letter of Credit then held by Landlord to Tenant.

Security Deposit. Within two (2) days after Subtenant’s 12.1 Concurrently with its execution and delivery of this Sublease, Subtenant shall deliver to Sublandlord an initial security deposit in the amount a standby, unconditional, irrevocable, transferable letter of One Million Dollars ($1,000,000) credit (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security DepositLetter of Credit”) in substantially the form of an unconditionalExhibit F hereto, irrevocable standby letter to secure the faithful observance and performance by Subtenant of credit without documentsthe terms and conditions of this Sublease. The Letter of Credit shall be in the face amount of the Required Amount, i.e., no obligation on Sublandlord’s part to present anything but a sight draft, with naming Sublandlord as beneficiary, drawable in whole issued (or in partconfirmed) by Citibank, providing for payment in BostonN.A., Massachusetts▇.▇. ▇▇▇▇▇▇ Chase & Co., on presentation Bank of Sublandlord’s drafts on sightAmerica, providing for multiple draws and multiple successors and otherwise both from a bank and in a form reasonably 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 (an “LC”)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 may elect to initially deliver obtain the Initial Security Deposit Letter of Credit in cash form, provided 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 Subtenant delivers an LC 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 replace be continuously maintained in effect (whether through replacement, renewal or extension) in the cash Initial Security Deposit within 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 effective date Letter of Credit then held by Sublandlord. Any renewal or replacement Letter of Credit shall comply with all of the provisions of this SubleaseSection 12.1, shall be irrevocable, transferable and shall remain in effect (or be automatically renewable) through the Final LC Expiration Date upon Sublandlord’s receipt the same terms as the expiring Letter of Credit or such LC, other terms as may be acceptable to Sublandlord in its discretion. 12.2 Sublandlord shall promptly return have the cash balance right to draw upon the Letter of the Initial Security Deposit Credit, in whole or in part, at any time and from time to Subtenant. time: 12.2.1 If any portion of the Security Deposit is used or applied pursuant to a Default by Subtenant under this Section 5Sublease occurs and during its continuance, Sublandlord shall provide Subtenant with written notice setting forth the amounts so used or applied and the purpose therefor, and Subtenant shall, within ten (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore cure such Default (and Subtenant agrees that the Security Deposit to Letter of Credit must allow for partial draws); or 12.2.2 If the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach Letter of this Sublease by Subtenant. The Security Deposit shall be Credit held by Sublandlord as security for expires earlier than the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Final LC Expiration Date, Sublandlord may Date (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any amount which Sublandlord may spend whether by reason of Subtenant’s default. The rights a stated expiration date or a notice of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon termination or non-renewal given by the expiration of the initial term (without giving effect to any Extension Periods) hereof or earlier termination of this Subleaseissuing bank), 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 fails to deliver a replacement letter of credit to Sublandlord 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 current 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 less than the Required Amount, Subtenant shall, within five (5) business days after Sublandlord’s request, provide Sublandlord with an additional letter of credit in an amount equal to the deficiency (or an amendment to the Letter of Credit or a replacement letter of credit in the total Required Amount), and any such additional (or replacement) letter of credit shall constitute a separate default entitling Sublandlordcomply with all of the provisions of this Section 12, following written notice and an opportunity if Subtenant fails to cure by Subtenantcomply with the foregoing, notwithstanding anything to draw down immediately and entirely on the current letter of credit and contrary contained in this Sublease, the proceeds same shall constitute a cash Initial Security Depositmaterial Default under this Sublease by Subtenant. With respect Subtenant further covenants and warrants that it will not encumber the Letter of Credit or any part thereof, 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 Extension Periodproceeds 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 to a new sublandlord. In connection with any such transfer of the Letter of Credit 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 be responsible for paying the issuer’s transfer and processing fees in connection with any transfer of the Letter of Credit and, if Sublandlord advances any such fees (without having any obligation to do so), Subtenant shall reimburse Sublandlord for any such transfer or processing fees within ten (10) days after Sublandlord’s written request therefor. Sublandlord agrees to 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) notice to Subtenant within three (3) months of such expiration or earlier termination. Notwithstanding anything in this Section 5 to the contrary, if the expiration a reasonable time after its transfer of the initial term 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 Extension Period 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”), (ii) acknowledge and agree that the Letter of Credit (including any renewal thereof or substitute therefor or any proceeds thereof) is not intended to serve as a security deposit, and the Security Deposit Laws shall also represent have no applicability or relevancy thereto, and (iii) waive any and all rights, duties and obligations either party may now or, in the occurrence of future, will have relating to or arising from the Security Deposit Laws. 12.8 In the event that the (a) Sublease terminates (i) due to a default, beyond all applicable notice and cure periods, by Sublandlord or (ii) other early termination prior to the Expiration Date; and (b) Overlandlord and Subtenant enter into a new lease pursuant to the Consent (as defined herein), then then, upon expiration or earlier termination receipt of this Subleaseevidence of such new lease, Sublandlord shall return any Security Deposit or any balance 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 thereof (without interest) to Subtenant within three (3) months of such expiration or earlier termination, and after Subtenant has vacated the Subleased Premises and same is permitted under all then-existing defaults hereunder have been curedapplicable laws.

Security Deposit. Within two (2) days after Subtenant’s execution and delivery Notwithstanding any other provision of this SubleaseLease Agreement, Subtenant shall deliver 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 the Trustee or an escrow holder un- der an escrow deposit and trust agreement as referenced in Section 10.03 of the Indenture, of: (a) in the case of a security deposit relating to Sublandlord all Lease Payments, either (i) cash in an initial security amount which, together with amounts on 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 One Million Dollars ($1,000,000) (the “Initial Security Deposit”an independent certified public accountant, and together with any Extension Security Deposit held from time interest to timeaccrue thereon and, if required, all or a portion of moneys or Federal Securities or cash then on deposit and interest earnings thereon in the “Security Deposit”Revenue Fund and the Insurance and Condemnation Fund be fully sufficient to pay all unpaid Lease Payments on their respective Lease Payment Dates; or (b) in the form case of an unconditional, irrevocable standby letter of credit without documents, i.e., no obligation on Sublandlord’s part a security deposit relating 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 Lease Payments, a certificate executed by an Authorized Representative of the Town designating the portion of the Lease Payments to which the deposit pertains, and either (i) cash in an amount which is used 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 applied (ii) ▇▇▇▇▇- ▇▇▇▇▇ Obligations in such amount as will, together with interest to be received thereon, if any, in the written opinion of an independent certified public accountant, be fully sufficient to pay the portion of the Lease Payments designated in the aforesaid Authorized Representa- tive of the Town’s Representative’s certificate. In the event of a deposit pursuant to this Section 5, Sublandlord shall provide Subtenant with written notice setting forth the amounts so used or applied 10.1 as to all Lease Payments and the purpose therefor, and Subtenant shall, within ten (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any amount which Sublandlord may spend 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 reason of Subtenant’s default. The rights of Sublandlord the Town pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration of the initial term (without giving effect to any Extension Periods) hereof or earlier termination of this Sublease, 10.1 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 title to the expiration Property shall vest in the Town on the date of any current letter of credit said deposit automatically and without further action by the Town or the Authority. Said deposit and interest earnings thereon shall be deemed to be and shall constitute a separate default entitling Sublandlord, following written notice special fund for the payments provided for by this Section 10.1 and an opportunity said obligation shall thereafter be deemed to cure by Subtenant, to draw down immediately be 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 theretoinstallment purchase obligation of the Town for the Property. Upon expiration said deposit, the Authority will execute or earlier termination of cause to be executed 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) documents as may be necessary to Subtenant within three (3) months of such expiration or earlier termination. Notwithstanding anything in this Section 5 confirm title to the contraryProperty in accordance with the provi- sions hereof. In addition, if the expiration of Authority hereby appoints the initial term Town as its agent to prepare, execute and file or any Extension Period shall also represent record, in appropriate offices, such documents as may be necessary to place record title to the occurrence of Property in 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 curedTown.

Security Deposit. Within two (2a) days after Subtenant’s execution and delivery of this Sublease, Subtenant Tenant shall deliver to Sublandlord an initial security deposit in the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 shallLandlord, within ten (10) days after receipt the Effective Date of such noticethis Lease, deposit cash or a replacement an irrevocable standby letter of 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 subject reasonably satisfactory to the same requirements as the original letter of credit) in an amount sufficient Landlord, to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord Landlord as security for the faithful performance by Subtenant of all the terms, covenants, and conditions obligations of Tenant under this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, Lease including but not limited to the provisions relating 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 contained in Section 1950.7(c) of the Subleased Premises upon the Expiration Date, Sublandlord may (but California Civil Code and/or any successor statute. Landlord shall not be required to) use, apply or retain all or any part deemed a trustee of the Security Deposit for the payment of any amount which Sublandlord may spend by reason of Subtenant’s defaultDeposit. The rights amount of Sublandlord the Letter of Credit shall be the amount set forth in Article 1 as the “Security Deposit”, subject to 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 Section are in addition to Lease (including any rights which Sublandlord may have pursuant to Section 10 below. Upon extensions thereof) and until sixty (60) days after the expiration of the initial term (without giving effect to any Extension Periods) hereof or earlier termination of this SubleaseLease. The Letter of Credit may be for an initial one-year term, and when all then-existing defaults hereunder have been curedwith automatic renewal provisions, Sublandlord provided that Landlord 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 be given at least thirty (30) days prior written notice if the Letter of Credit 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 any such transfer shall be borne solely by Tenant. (b) Landlord shall be entitled (but shall not be required) to draw against the Letter of Credit and receive and retain the proceeds thereof upon any default (beyond any applicable cure period) by Tenant in the payment of any rent or other amounts required to be paid by Tenant under this Lease, or upon the occurrence of any other event of default (beyond any applicable cure period) under this Lease, by presenting to the issuer 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 applied by Landlord to the cure of the applicable default(s). Following any partial draw under this paragraph (ii), if Tenant fully cures all outstanding defaults and provides Landlord with a new Letter of Credit in the full Required Amount under this Section 3.7, Landlord shall surrender and return to Tenant, within ten (10) days after Tenant’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 extension or replacement of such Letter of Credit, 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 Landlord or for any other reason, the amount of the 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 date 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 a larger amount at the time any current letter of credit shall constitute a separate default entitling Sublandlordsuch reduction becomes effective, following written notice and an opportunity Landlord agrees to cure by Subtenant, to draw down immediately and entirely on the current letter of credit cooperate reasonably with Tenant and the proceeds 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 this paragraph. (h) If Landlord transfers the Building or the Property during the Lease Term, Landlord may pay the Security Deposit to 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 constitute a cash Initial be released from all liability for the return of the Security Deposit. With 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 restorations and repairs, receive and verify workmen’s ▇▇▇▇▇▇▇▇ therefor, cure any other defaults, deduct any damages, and prepare a final accounting with respect to any Extension Period, Subtenant shall provide to Sublandlord the Extension Security Deposit applicable theretoafter which time any remaining Security Deposit shall be promptly refunded to Tenant. Upon expiration or earlier termination of any Extension Period and when all then-existing defaults hereunder have been cured, Sublandlord In no event shall return the Extension Security Deposit or any balance thereof portion thereof, be considered prepaid rent. (without interesti) Tenant hereby grants to Subtenant within three Landlord a security interest in the Security Deposit (3) months of such expiration or earlier termination. Notwithstanding anything whether the same is then held in this Section 5 to the contrary, if the expiration form of the initial term Letter of Credit, or any Extension Period cash, or both), including but not limited to replenishments thereof. Landlord shall also represent the occurrence not be deemed a trustee 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 curedDeposit.

Security Deposit. Within two five (25) business days after Subtenant’s the execution and delivery of this SubleaseSublease by Subtenant, Subtenant shall deliver pay to Sublandlord an initial security deposit in the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, specified in the “Basic Sublease Information as a non-interest bearing security deposit for Subtenant’s performance under this Sublease. The Security Deposit”) Deposit may be in the form of cash or an unconditional, irrevocable standby letter of credit without documents, i.e., no obligation on from a bank and in a form reasonably acceptable to Sublandlord’s part to present anything but a sight draft, with Sublandlord as beneficiary, drawable in whole or in part, and providing for payment at a location in Boston, Massachusetts, the San Francisco Bay Area 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 reasonably acceptable to Sublandlord (an “LC”)presentation. Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, and upon Sublandlord’s receipt of such LC, Sublandlord shall promptly return the cash balance of the Initial Security Deposit not be required to Subtenant. If any portion of keep the Security Deposit is used or applied pursuant to this Section 5, Sublandlord shall provide separate from its general accounts. In the event Subtenant with written notice setting forth has performed all of the amounts so used or applied and the purpose therefor, and Subtenant shall, within ten (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenants, terms and conditions of this Sublease throughout the Sublease Term, this amount paid as Security Deposit shall be returned to Subtenant within 30 days after Subtenant’s vacating the Sublease Premises, after first deducting any sums owing to Sublandlord. In the event Subtenant defaults, beyond applicable notice and cure periods, under this Sublease, Sublandlord will be entitled but not obligated to Subtenant. If Subtenant defaults with respect to any provision use or retain some or all of this Sublease beyond Security Deposit to compensate for any unpaid rent, loss, expense or risk associated with the default, all applicable periods without seeking judicial relief. In the event of notice and cure, including but not limited such recourse to the provisions relating to the condition of the Subleased Premises upon the Expiration DateSecurity Deposit, Sublandlord may (but shall not be required to) use, apply or retain all or any part of is entitled to require Subtenant to replenish the Security Deposit for funds on ten (10) days’ written notice. In no event will Subtenant be entitled to have access to or require any portion of Sublandlord’s deposit with the payment of any amount which Sublandlord may spend by reason of Subtenant’s defaultMaster Landlord. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon If the expiration of the initial term (without giving effect to 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 is in all or any balance thereof (without interest) to Subtenant within three (3) months in part in the form of such expiration or termination. Failure a Letter of Credit, the failure of Subtenant to deliver a replacement letter Letter of credit to Sublandlord Credit at least thirty (30) days prior to the expiration date of any the then-current letter Letter of credit Credit, shall constitute a separate default entitling Sublandlord, following written notice and an opportunity to cure by Subtenant, Sublandlord to draw down immediately and entirely on the current letter Letter of credit Credit and the proceeds shall constitute a cash Initial Security Deposit. With respect to Notwithstanding the foregoing, if for any Extension Periodreason Sublandlord draws on the Letter of Credit, then Subtenant shall provide have the right, upon ten (10) days’ prior written notice to Sublandlord, to obtain a refund from Sublandlord of any unapplied proceeds of the Letter of Credit which Sublandlord has drawn upon, any such refund being conditioned upon Subtenant simultaneously delivering to Sublandlord a replacement Letter of Credit meeting 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 expiration 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 requirements 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 curedSection.

Security Deposit. Within two (2) days after Subtenant’s execution and delivery of this SubleaseUpon the Lease Commencement Date, Subtenant Tenant shall deliver pay to Sublandlord an initial security deposit in Landlord the amount of One Million Dollars Four Hundred Fifty Thousand ($1,000,000450,000.00) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to timeDollars, 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) in Dollars initially deposited (the form of an unconditional“PSA Deposit”) per the Purchase and Sale Agreement between Landlord and Tenant (MassGrow, irrevocable standby letter of credit without documentsLLC) dated January 9, i.e.2019 (“PSA”), no obligation on Sublandlord’s part to present anything but a sight draftand herein attached as Exhibit C, with Sublandlord as beneficiaryshall be applied towards the Security Deposit. Landlord may use, drawable in apply, or retain the whole or in part, providing for payment in Boston, Massachusetts, on presentation any part of Sublandlord’s drafts on sight, providing for multiple draws and multiple successors and otherwise both from a bank and in a form reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the extent required balance for the payment of any rent or other payment due to Landlord hereunder at such time. Subtenantor other sum which Landlord may expend or incur by reason of Tenant’s failure to do so shall be a material default and breach in any of the terms of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the termsLease, covenantsincluding, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to to, any damages or deficiency in the provisions relating to the condition re-letting of the Subleased Premises upon the Expiration DatePremises, Sublandlord may (but shall not be required to) use, apply whether such damages or retain deficiencies accrued before or after summary proceedings or other re-entry by Landlord. If all or any part of the Security Deposit for is applied to an obligation of Tenant hereunder, Tenant shall immediately upon the payment of request by Landlord restore the Security Deposit to its original amount. Landlord shall return any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration unapplied balance of the initial Security Deposit to Tenant within thirty (30) days of the end of the term (without giving effect to 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 terminationLease. Failure of Subtenant to deliver a replacement letter of credit to Sublandlord at least thirty Thirty (30) days prior to Tenant’s scheduled demolition of the expiration date approximate 3,500 square foot rear portion of any current letter 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 pay to Landlord additional security in the amount of credit shall constitute a separate default entitling SublandlordFive Hundred Fifty Thousand ($550,000.00) Dollars for the performance and completion of the construction process, following written notice and 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“Completion Guarantee”. 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 expiration or earlier termination. Notwithstanding anything in this Section 5 Prior to the contraryCompletion Guarantee deposit, if in no event shall Tenant demolish or structurally alter the expiration back approximate 3,500 square foot portion of the initial term or any Extension Period Premises without Landlord’s prior written consent. The Completion Guarantee shall also represent the occurrence be refunded to Tenant in full within Five (5) days after notice of the Expiration Date, then upon expiration or earlier termination Store Opening and release 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 curedmechanical liens by Tenant’s contractors.

Security Deposit. Within two (2) days after Subtenant’s execution and delivery of this SubleaseOn or before the Early Access Date, Subtenant shall deliver to Sublandlord an initial Tenant will deposit with Lessor a security deposit in the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the amount of Ninety-Two Thousand Dollars ($92,000.00) to be held by Landlord for the duration of the Lease as security for the full performance by Tenant of all of the obligations on the part of Tenant hereunder. The Security Deposit shall, at the option of Tenant, be in the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 (10) days after receipt of such notice, deposit cash or a replacement demand letter of credit (the “Letter of Credit”), in form and substance subject reasonably acceptable to Landlord, issued by an FDIC-insured commercial banking institution reasonably acceptable to Landlord. If the Security Deposit, or any portion thereof, is in the form of cash, Landlord shall hold the same requirements as without liability for interest and without any obligation to segregate such cash from Landlord’s other funds. Tenant shall not mortgage, pledge, grant a security interest in, or otherwise encumber the original letter Security Deposit. Landlord shall have the right from time to time, without prejudice to any other remedy Landlord may have on account thereof, to apply such Security Deposit, or any part thereof, to Landlord’s damages arising from any Default of credit) in an amount sufficient to Tenant. Upon such application, Tenant shall promptly restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 belowits original amount. Upon the expiration full performance by Tenant of its obligations hereunder, the Security Deposit, or such amount that shall be remaining after application of the initial term same hereunder, shall be returned to Tenant within thirty (without giving effect to any Extension Periods30) hereof days after the expiration or earlier termination of this Sublease, Lease and when all then-existing defaults hereunder have been cured, Sublandlord shall return surrender of possession of the Initial Premises by Tenant to Landlord at such time. 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 Lease. Tenant shall not mortgage, pledge, grant a security interest in, or otherwise encumber the Letter of Credit or the proceeds of the same. Landlord shall have the right from time to time, without prejudice to any other remedy Landlord may have on account thereof, to draw on the Letter of Credit and apply the proceeds, or any balance thereof part thereof, to Landlord’s damages arising from any Default of Tenant (without interestbeyond applicable notice and cure periods) on the part of Tenant. Upon such application, Tenant shall promptly restore the Security Deposit to Subtenant within three (3) months its original amount either by delivering cash or a new Letter of Credit complying with the provisions hereof to Landlord. In the event such expiration or termination. Failure Letter of Subtenant Credit will expire by its terms prior to deliver the end of the Term and Tenant fails to provide a replacement letter substitute Letter of credit to Sublandlord Credit at least thirty (30) days prior to such expiration, then Landlord may draw on the expiration date Letter of any current letter Credit and hold the proceeds. Any portion of credit shall constitute a separate default entitling Sublandlord, following written notice and an opportunity the proceeds of the Letter of Credit not applied to cure a Default of Tenant hereunder shall be held by SubtenantLandlord as a cash Security Deposit pursuant to the provision set forth above unless Landlord shall require a new Letter of Credit complying with the provisions hereof, to draw down immediately and entirely on in which event the current letter of credit and the unapplied cash proceeds shall constitute a cash Initial Security Deposit. With respect be promptly returned to any Extension Period, Subtenant shall provide to Sublandlord the Extension Security Deposit applicable theretoTenant for such purpose. Upon expiration the full performance by Tenant of its obligations hereunder, the Letter of Credit (or earlier termination the remaining proceeds thereof if previously drawn and not applied to cure a Default of any Extension Period and when all then-existing defaults hereunder have been curedTenant hereunder), Sublandlord shall return be surrendered to Tenant within thirty (30) days after the Extension Security Deposit or any balance thereof (without interest) to Subtenant within three (3) months of such expiration 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) Lease and surrender of possession of the Premises by Tenant to Subtenant within three (3) months of Landlord at such expiration or earlier termination, and after Subtenant has vacated the Subleased Premises and all then-existing defaults hereunder have been curedtime.

Security Deposit. Within two (2) days after Subtenant’s Concurrent with its execution and delivery of this SubleaseSublease Agreement, Subtenant shall deliver to Sublandlord an initial Sublandlord, as security for Subtenant’s faithful payment of rent and performance of all Subtenant’s other obligations hereunder, a security deposit in the an amount of equal to One Million Hundred Four Thousand Nine Hundred Ninety-Four and No/100 Dollars ($1,000,000104,994.00) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding Sublandlord shall not be required to pay any interest on the foregoing, Subtenant may elect Security Deposit. Sublandlord shall be entitled to initially deliver draw upon the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this SubleaseDeposit, and upon Sublandlorduse, apply and retain the proceeds thereof, to satisfy any of Subtenant’s receipt of unperformed monetary and/or non-monetary obligations under the Sublease in cases where the Subtenant has failed to remedy or cure such LC, Sublandlord shall promptly return obligation within any applicable cure periods provided under this Sublease or the cash balance of Master Lease (as the Initial Security Deposit to Subtenantcase may be). If any portion of Sublandlord so draws upon the Security Deposit is used Deposit, or applied pursuant to this Section 5uses, Sublandlord shall provide Subtenant with written notice setting forth applies or retains the amounts so used or applied and the purpose thereforproceeds thereof, and Subtenant shall, within ten (10) days after receipt of such noticefollowing demand, deposit tender to Sublandlord cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the full amount required balance hereunder at such timeunder this Section 4.05. Subtenant’s failure to do so Sublandlord shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to return any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all or any part unapplied proceeds of the Security Deposit for the payment of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon Subtenant within thirty (30) days after the expiration of the initial term (without giving effect to any Extension Periods) hereof or earlier termination of this Sublease, and when all then-existing defaults hereunder . Subtenant shall 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 right to deliver a replacement 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 any current such letter of credit shall constitute a separate default entitling Sublandlordcredit, following written notice either (1) renewed (or automatically and an opportunity unconditionally extended) from time to cure by Subtenanttime through the thirtieth (30th) day after the expiration of the Sublease Term, to draw down immediately and entirely on or (2) replaced with cash in the current letter amount 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 expiration or earlier termination. Notwithstanding anything in this Section 5 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 expiration 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 obtain such substitute Letter of Credit within ten (10) days 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 initial term 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 Extension Period shall also represent the occurrence further notice hereunder). Any failure or refusal of the Expiration Dateissuer 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, then 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 expiration 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 earlier termination replace the Letter of this 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 return any Security Deposit simultaneously transfer the security deposit to the transferee or any balance thereof (without interest) to assignee along with such transfer or assignment. In the event the security deposit is in the form of a Letter of Credit, Subtenant within three (3) months shall pay all transfers costs imposed by the issuer of such expiration or earlier termination, and after Subtenant has vacated the Subleased Premises and all then-existing defaults hereunder have been curedLetter of Credit.

Security Deposit. Within two (2) days after Subtenant’s execution and delivery 29.1 Tenant has provided Landlord with a Letter of this Sublease, Subtenant shall deliver to Sublandlord an initial security deposit Credit in the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord 175,000 as security for the faithful full and punctual performance by Subtenant Tenant of all of the terms, covenants, and conditions terms of this Sublease applicable to SubtenantLease. If Subtenant 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 sum of $12,824 as such security. In the event Tenant defaults with respect to in the performance of any provision of the terms of this Sublease beyond all Lease following the expiration of applicable periods of notice and curecure periods, including but not limited to the provisions relating to payment of Rent, Landlord may apply the condition whole or any part of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) Letter of Credit or use, apply or retain all the whole or any part of the Security Deposit security so deposited, as the case may be, to the extent required for the payment of any amount Rent or for any sum which Sublandlord Landlord may spend expend or may be required to expend by reason of SubtenantTenant’s default. The rights default in respect of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration of the initial term (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 or retained which shall be added to the security deposit so that the same shall be replenished to its former amount. If Tenant shall fully and punctually comply with all of the terms of this Lease, the security, without giving effect interest, shall be returned to any Extension Periods) hereof or earlier Tenant after the termination of this Sublease, Lease and when delivery of exclusive possession of the Premises to Landlord. 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 Tenant from all then-existing defaults hereunder have been cured, Sublandlord shall liability for the 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 security; and Tenant agrees to deliver a replacement letter of credit to Sublandlord at least thirty (30) days prior look solely to the expiration date new landlord for the return of any current letter of credit said security; and it is agreed that the provisions hereof shall constitute a separate default entitling Sublandlord, following written notice and an opportunity apply 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 every transfer 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 expiration or earlier termination. Notwithstanding anything in this Section 5 to the contrary, if the expiration assignment made of the initial term security to 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 Extension Period shall also represent the occurrence of the Expiration Datesuch assignment, then upon expiration encumbrance, attempted assignment 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 curedencumbrance.

Security Deposit. Within two 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, 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 Lessor the amount so applied so that Lessor shall have the full deposit on hand at all times during the Term of this Lease. In the event of a bona fide sale, subject to this Lease, Lessor shall have the right to transfer the Security Deposit to the vendee and Lessor shall be considered released by Lessee from all liability for the return of such Security Deposit; and Lessee agrees to look solely to the new lessor for the return of the said Security Deposit, and it is agreed that this shall apply to every transfer or assignment made of the Security Deposit to a new lessor. The Security Deposit (2less any portions thereof used, applied or retained by Lessor 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 of the insolvency of Lessee or in the event of the entry of a judgment declaring Lessee insolvent or bankrupt in any court which is not discharged within thirty (30) days after Subtenant’s execution entry, or in the event a petition is filed by or against Lessee under any chapter of the bankruptcy laws of the State of New Jersey or the United States of America, then and delivery of this Sublease, Subtenant shall deliver in such event Lessor may require the Lessee to Sublandlord an initial deposit additional security deposit in the amount of One Million Dollars ($1,000,000specified in Subsection 8(E) (hereinafter called the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Additional Security Deposit”) in to adequately assure Lessee’s performance of all of its obligations under this Lease including all payments subsequently accruing. Failure of Lessee to deposit the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Additional Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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, thereto within ten (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. SubtenantLessor’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration of the initial term (without giving effect to 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 written demand shall constitute a separate default entitling Sublandlord, following written notice and 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 expiration 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 curedLessee.

Security Deposit. Within two (2) days after Subtenant’s execution and delivery On or before the Execution Date of this SubleaseLease, Subtenant Tenant shall deliver to Sublandlord an initial security deposit the sum in the amount of One Million Dollars ($1,000,000) cash set forth in Section 2.2 (the “Initial "Security Deposit”"), and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit which sum shall be held by Sublandlord Landlord as security for the faithful performance by Subtenant Tenant of all of the terms, covenants, covenants and conditions of this Sublease applicable Lease to Subtenantbe 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 other funds of Landlord. Upon distribution of any portion of the Holdback Escrow Amount to any party in accordance with the terms of the Holdback Escrow Agreement, the Security Deposit shall increase by [***] Dollars for every [***] Dollars ($[***]) of Holdback Escrow Amount so released. For illustration purposes only, if the full [***] Dollars ($[***]) of the Holdback Escrow Amount is disbursed in accordance with the Holdback Escrow Agreement, then the Security Deposit shall increase by [***] Dollars ($[***]). If Subtenant Tenant defaults with respect to any provision of this Sublease beyond all applicable periods of Lease, then without notice and cureto Tenant, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord Landlord may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any amount which Sublandlord may spend by reason of Subtenant’s Rent or any other sum in default. The rights If any portion of Sublandlord pursuant the Security Deposit is so used or applied, then Tenant shall, upon demand therefor, restore the Security Deposit to its original amount. If Tenant shall fully and faithfully perform every provision of this Section are in addition Lease to any rights which Sublandlord may have pursuant be performed by it, then the unapplied portion of the Security Deposit shall be returned to Section 10 below. Upon Tenant, or, at Landlord's option, to the last assignee of Tenant's interest hereunder, within sixty (60) days following the expiration of the initial term (without giving effect Term. Tenant shall not be entitled to 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 separate default entitling Sublandlord, following written notice and an opportunity to cure by Subtenant, to draw down immediately and entirely interest on the current letter of credit and the proceeds shall constitute a cash Initial Security Deposit. With respect Tenant hereby irrevocably waives and relinquishes any and all rights, benefits, or protections, if any, Tenant now has, or in the future may have under any provision of law which (i) 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 Extension Period, Subtenant shall provide to Sublandlord statutory time frames for the Extension Security Deposit applicable thereto. Upon expiration or earlier termination return of any Extension Period and when all then-existing defaults hereunder have been cured, Sublandlord shall return a security deposit are superseded by the Extension Security Deposit or any balance thereof (without interest) to Subtenant within three (3) months of such expiration or earlier termination. Notwithstanding anything express period identified in this Section 5 to 6.4, and (B) rather than be so limited, Landlord may claim from 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 (i) any balance thereof (without interest) to Subtenant within three (3) months of such expiration or earlier terminationand all sums expressly identified in this Section 6.4, and after Subtenant has vacated the Subleased Premises and all then-existing defaults hereunder have been cured.(ii) any additional

Security Deposit. Within two (2) days after Subtenant’s execution and delivery of this Sublease, Subtenant shall deliver to Sublandlord an initial Tenant has deposited with Landlord a security deposit in the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, 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, unconditional and irrevocable standby stand-by letter of credit without documents(the “Letter of Credit”): (i) in form and substance reasonably satisfactory to Landlord, i.e., no obligation on Sublandlord’s part to present anything but a sight draft, with Sublandlord (ii) naming Landlord as beneficiary, drawable (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 whole 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 partthe alternative, providing have a term of not less than one (1) year and be automatically renewable for payment in Bostonan additional one (1) year periods (provided, Massachusettshowever, that the final Letter of Credit shall not expire earlier than ninety (90) days after the Expiration Date) unless, 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding or before the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within date forty-five (45) days prior to the expiration of the effective 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 this Subleaseany then current Letter of Credit, and upon Sublandlord’s receipt of such LC, Sublandlord Landlord shall promptly return have the cash balance right to draw the full amount of the Initial Security Deposit to Subtenant. If any portion current Letter of Credit and hold the funds drawn in cash without obligation for interest thereon as 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by SubtenantDeposit. The Security Deposit shall be held by Sublandlord Landlord as security for the faithful performance of Tenant’s obligations under this Lease. The Security Deposit is not an advance rental deposit or a measure of Landlord’s damages in case of Tenant’s default. Upon each occurrence of a Default (as defined in Paragraph 24) by Subtenant of all the termsTenant under this Lease, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord Landlord may (but shall not be required to) use, apply or retain use all or any part of the Security Deposit for to 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 such Default, without prejudice to any other remedy provided herein or provided by law. Landlord’s right to use the Security Deposit under 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 pay Landlord within twenty (20) days after receipt of written demand the amount that will restore (by delivery of a replacement or amended Letter of Credit) the Security Deposit to the amount 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, in addition, claim those sums reasonably necessary to compensate Landlord for any amount which Sublandlord may spend other loss or damage, foreseeable or unforeseeable, caused by reason the Default of SubtenantTenant or any of Tenant’s default. The rights of Sublandlord pursuant to Agents under this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 belowLease. Upon bankruptcy or other debtor-creditor proceedings against Tenant, the expiration 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, 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 initial term (without giving effect to any Extension Periods) hereof Letter of Credit or earlier termination of this Subleasecash proceeds therefrom, and when all then-existing defaults hereunder have been curedthe Security Deposit, Sublandlord shall return the Initial Security Deposit or any balance thereof (without interest) i.e., after deducting therefrom all amounts to Subtenant which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant within three ninety (3) months of such expiration or termination. Failure of Subtenant to deliver a replacement letter of credit to Sublandlord at least thirty (3090) days prior to after the expiration date of any current letter of credit shall constitute a separate default entitling Sublandlord, following written notice and 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 expiration 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 SubleaseLease. If, Sublandlord in lieu of a cash Security Deposit, Landlord is holding the Letter of Credit upon the expiration or earlier termination of this Lease, Landlord shall return comply with the LC Issuer’s requirements necessary to cancel the Letter of Credit by the date that is ninety (90) days after the expiration or earlier termination of this Lease. 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 (10) days’ prior written notice to Landlord, to obtain a refund from Landlord of any 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 cause the 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 in an amount specified 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 enter into a modification of the 951 Gateway Lease and a modification of this Lease, which modifications shall amend Paragraph 7 of the 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 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. 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 contrary contained in this Lease, Landlord shall have the right to apply all or any balance thereof portion of the Security Deposit in connection with any Defaults (without interestas such term is defined in the 951 Gateway Lease) to Subtenant within three (3) months of such expiration or earlier termination, and after Subtenant has vacated under the Subleased Premises and all then-existing defaults hereunder have been cured951 Gateway Lease.

Security Deposit. Within two (2) days after Subtenant’s Upon the execution and delivery of this SubleaseLease, Subtenant Lessee shall deliver to Sublandlord an initial security deposit in with Lessor the amount sum of One Million Dollars ($1,000,000) 21,826.00 (the “Initial "SECURITY DEPOSIT") as security for the punctual performance of each and every obligation of Lessee under this Lease and not as a prepayment of rent hereunder. Lessor may commingle the Security Deposit”Deposit with Lessor's other funds, and together with any Extension Security Deposit held from time to time, no interest shall be due thereon. Lessor may use the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, and upon Sublandlord’s receipt of such LC, Sublandlord shall promptly return the cash balance of the Initial Security Deposit to Subtenant. If cure any default by Lessee and, in the event that Lessor so applies all or any portion of the Security Deposit is used or applied pursuant Deposit, Lessee shall pay to this Section 5Lessor, Sublandlord shall provide Subtenant with written notice setting forth as Additional Rent, the amounts amount so used or applied and the purpose therefor, and Subtenant shall, expended by Lessor within (i) ten (10) days after receipt of such noticenotice given by Lessor in the case of amounts of more than $500 so expended, deposit cash or a replacement letter (ii) fifteen (15) days of credit notice given by Lessor in the case of amounts of not more than $500 so expended, so that at all times (in form and substance subject to the same requirements as grace periods hereinabove referenced) Lessor shall be entitled to hold the original letter full Security Deposit. Any failure of credit) in an amount sufficient 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 the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach any successor or assign of Lessor under this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenantsLease, and conditions of this Sublease applicable to Subtenantthereafter Lessor shall have no further responsibility therefor. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration of the initial term (without giving effect to 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 Within thirty (30) days prior to after the expiration date of any current letter of credit shall constitute a separate default entitling Sublandlord, following written notice and 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 curedthe Lease Term, Sublandlord Lessor shall return inspect the Extension Leased Premises, make such deductions from the Security Deposit or as may be required to cure any balance thereof (without interest) to Subtenant within three (3) months of such expiration or earlier termination. Notwithstanding anything in this Section 5 to the contrarydefaults by Lessee hereunder, and, if Lessee is not then in default hereunder, pay the expiration balance 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 curedLessee.

Security Deposit. Within two (2) days after Subtenant’s execution and delivery 6.01 Tenant shall deposit with Landlord on the signing of this Sublease, Subtenant shall deliver to Sublandlord an initial security deposit in Lease the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) either in the form of an unconditionalcash or Letter of Credit (as defined and further described in Section 6.02), irrevocable standby letter as security for the faithful performance and observance by Tenant of credit without documentsthe terms, i.e.provisions and conditions of this Lease. If the Security Deposit is in the form of a Letter of Credit, no obligation on Sublandlord’s part to present anything but 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 sight draftDefault or (ii) Tenant has defaulted beyond the expiration of applicable notice and cure periods, with Sublandlord as beneficiaryif any, drawable 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 partDefault, providing or for payment in Boston, Massachusetts, on presentation any sum that Landlord may reasonably expend or may be required to expend by reason of Sublandlord’s drafts on sight, providing for multiple draws and multiple successors and otherwise both from a bank and in a form reasonably acceptable to Sublandlord the Default (an “LC”including any damages or deficiency accrued before or after summary proceedings or other reentry by Landlord). Notwithstanding If Landlord applies or retains any portion or all of the foregoingproceeds of the Letter of Credit, Subtenant may elect to initially deliver Tenant shall forthwith restore the Initial 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 shall be the amount set forth in cash formthe Basic Lease Information. Provided there is no uncured Default, provided that Subtenant delivers an LC any balance of 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 Sublandlord to replace the cash Initial Security Deposit Tenant within forty-five (45) days after the Expiration Date and after delivery of possession of the effective date entire Premises to Landlord in accordance with the terms of this SubleaseLease. 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 Sublandlord’s receipt any commercial bank reasonably approved by Landlord with offices for banking purposes in the State of such LCNew York or Connecticut (“Issuing Bank”), Sublandlord which Letter of Credit shall promptly return have a term of not less than one year, be in form and content reasonably satisfactory to Landlord, be for the cash balance account of Landlord and be in the Initial Security Deposit to Subtenant. If any portion amount of the Security Deposit is used or applied pursuant to this Section 5, Sublandlord shall provide Subtenant with written notice setting set forth in the amounts so used or applied and the purpose therefor, and Subtenant shall, within ten (10) days after receipt Basic Lease Information. The form of such notice, deposit cash or a replacement letter of credit annexed to this Lease as Exhibit D is satisfactory. The Letter of Credit shall provide that: (in form and substance subject 1) The Issuing Bank shall pay to Landlord or its duly authorized representative an amount up to the same requirements as face amount of the original letter Letter of creditCredit upon presentation of the Letter of Credit and a sight draft in the amount to be drawn; (2) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so The Letter of Credit shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall deemed to be held by Sublandlord as security automatically renewed, without amendment, for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable consecutive periods of one year each during the Term, unless the Issuing Bank sends written notice and cure, including but not limited to (the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration of the initial term (without giving effect to any Extension Periods) hereof or earlier termination of this Sublease, and when all then“Non-existing defaults hereunder have been cured, Sublandlord shall return the Initial Security Deposit or any balance thereof (without interestRenewal Notice”) to Subtenant within three (3) months of such expiration Landlord by certified or termination. Failure of Subtenant to deliver a replacement letter of credit to Sublandlord registered mail, return receipt requested, at least thirty (30) days prior to the expiration date of any current letter the Letter of credit shall constitute a separate default entitling Sublandlord, following written notice and an opportunity to cure by SubtenantCredit, 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 Non-Renewal Notice, shall have the right to draw down immediately the entire amount of the Letter of Credit and entirely on the current letter of credit and to hold the proceeds shall constitute as a cash Initial Security Deposit. With respect Landlord shall release such proceeds to any Extension PeriodTenant 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, Subtenant Landlord shall provide have the right, at no cost to Sublandlord Landlord, to transfer the Extension 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 the provisions hereof shall apply to every transfer or assignment made of the Security Deposit applicable theretoto a new Landlord. Upon expiration Tenant shall execute such documents as may be reasonably necessary to accomplish such transfer or earlier termination 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 that neither Landlord nor its successors or assigns shall be bound by any Extension Period 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 Base Rent and when 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 thenor a portion of the Security Deposit to satisfy past due Rent or to cure any Default (defined in Section 18) by Tenant. If Landlord uses any portion of the Security Deposit, Tenant shall, within 5 days after demand, restore the Security Deposit to its original amount. Landlord shall return any unapplied portion of the Security Deposit to 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-existing defaults hereunder have been curedsixth (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 herein, Sublandlord (i) Landlord shall return the Extension applicable portion of the Security Deposit to 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 reduction in the Security Deposit as provided above, if the Security Deposit is held in the form of cash, or any balance thereof (without interestii) Landlord, at no cost to Subtenant within three (3) months Landlord, shall execute and deliver such documents as are reasonably necessary to reduce the amount of such expiration or earlier terminationthe Letter of Credit in accordance with the terms hereof, if the Security Deposit is held in the form of a Letter of Credit. Notwithstanding anything in this Section 5 to the contrarycontrary contained herein, if Tenant has been in Default under this Lease at any time prior to the expiration effective date of the initial term or any Extension Period shall also represent the occurrence reduction of the Expiration DateSecurity Deposit and Tenant has failed to cure such Default within any applicable cure period, then upon expiration or earlier termination Tenant shall have no right to reduce the amount of this Sublease, Sublandlord shall return any the 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 curedas described herein.

Security Deposit. Within two (2a) days after Subtenant’s Upon execution and delivery of this SubleaseLease by Tenant, Subtenant shall Tenant will deliver to Sublandlord Landlord, at Tenant’s option, either (i) an initial security deposit Irrevocable Letter of Credit (the “Letter of Credit”) in the amount of One Million Dollars ($1,000,000) (the “Initial Security 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 the Security 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 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 Leased Premises to Landlord, as security for the performance by Tenant of all of Tenant’s obligations contained in this Lease, and together with any Extension (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 held 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 time and from time to time. At any time Tenant is entitled to the return of a Letter of Credit, the “Security Deposit”) including in the form event Tenant provides a replacement Letter of an unconditionalCredit, irrevocable standby letter Landlord will return such Letter of credit without documents, i.e., no obligation on Sublandlord’s part to present anything but a sight draft, Credit and reasonably cooperate with Sublandlord as beneficiary, drawable Tenant 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 documentation authorizing the issuing bank and in a form reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date Letter of this SubleaseCredit to terminate same. (c) In the event of a Default by Tenant, 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord Landlord may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for to 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 payment form of any a Letter of Credit, at Tenant’s option), upon demand, such additional sum with Landlord as may be required to maintain the full amount which Sublandlord may spend of the Security Deposit. All sums held by reason of Subtenant’s default. The rights of Sublandlord Landlord pursuant to this Section are in addition to any rights which Sublandlord Article 4 shall be without interest and may have pursuant to Section 10 belowbe commingled by Landlord. Upon the expiration Provided that Tenant has fully and faithfully performed all of the initial term (without giving effect to any Extension Periods) hereof or earlier termination provisions of this SubleaseLease, and when all then-existing defaults hereunder have been cured, Sublandlord shall return upon 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 separate default entitling Sublandlord, following written notice and 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 expiration 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 SubleaseLease, Sublandlord Landlord shall return any the Letter of Credit or cash Security Deposit or any balance thereof (without interest) Deposit, as applicable, to Subtenant within three (3) months of such expiration or earlier terminationTenant, and after Subtenant has vacated with respect to a Letter of Credit, execute and deliver to the Subleased Premises and all then-existing defaults hereunder have been curedissuer of the Letter of Credit such instruments as may be reasonably required by such issuer to effectuate the termination of the Letter of Credit.

Security Deposit. Within two (2) days after Subtenant’s 32.1 Upon the execution and delivery of this SubleaseLease by Tenant, Subtenant Tenant shall deliver to Sublandlord an initial security deposit Landlord a letter of credit (the “Letter of Credit”) issued in favor of Landlord in the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 5Amount, Sublandlord shall provide Subtenant with written notice setting forth the amounts so used or applied and the purpose therefor, and Subtenant shall, within ten (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance and observance by Subtenant Tenant of all the terms, covenants, conditions and conditions provisions of this Sublease applicable Lease and all monetary and non-monetary obligations of Tenant hereunder, including without limitation the surrender of possession of the Premises to SubtenantLandlord as herein provided. If Subtenant In the event Tenant defaults with in respect to of any provision of the terms of this Sublease beyond all applicable periods of notice and cureLease including, including but not limited to, the payment of Rent and additional rent after notice and the expiration of any applicable cure period, Landlord may draw upon Letter of Credit to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be extent required to) use, apply or retain all or any part of the Security Deposit for the payment of any amount sum as to which Sublandlord Tenant is in default or for any sum which Landlord may spend have expended or may be required to expend by reason of SubtenantTenant’s default, including any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. The rights In addition, Landlord may draw upon Letter of Sublandlord pursuant Credit to this Section are the extent required to compensate Landlord for the actual costs incurred by Landlord in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon leasing the expiration Premises, including, without limitation, the unamortized portion of all of the initial term (without giving effect Landlord’s Work performed and the unamortized portion of Tenant’s free rent period, if any. In the event Landlord draws upon the Letter of Credit and applies or retains any portion or all of the sum received upon such draw, Tenant shall forthwith take such action as is necessary to any Extension Periods) hereof or earlier termination restore the face amount of this Subleasethe Letter of Credit, and when so that at all then-existing defaults hereunder have been cured, Sublandlord times the amount of the Letter of Credit shall return be equal to the Initial Security Deposit or any balance thereof (without interest) to Subtenant within three (3) months Amount. 32.2 The Letter of such expiration or termination. Failure of Subtenant to deliver a replacement Credit shall be an irrevocable, unconditional letter of credit to Sublandlord at least thirty with an initial term of not less than one (301) 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 any current letter the Letter of credit shall constitute a separate default entitling Sublandlord, following written notice and an opportunity Credit the issuing bank notifies Landlord of its intention not to cure by Subtenant, to draw down immediately and entirely on renew the current letter Letter of credit and the proceeds shall constitute a cash Initial Security DepositCredit. With respect to any Extension Period, Subtenant shall provide to Sublandlord the Extension Security Deposit applicable thereto. Upon expiration or earlier termination The Letter of any Extension Period and when all then-existing defaults hereunder have been cured, Sublandlord shall return the Extension Security Deposit Credit (or any balance thereof (without interestrenewal, extension or replacement thereof) to Subtenant within shall continue in full force and effect and shall be maintained in its full face amount for three (3) full calendar months of such expiration or earlier termination. Notwithstanding anything in this Section 5 to the contrary, if beyond the expiration of the initial term 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 Bank of America, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or other New York City banking institution reasonably acceptable to Landlord which is a member of the New York Clearing House Association; (iii) provide for payment of all or any Extension Period shall also represent the occurrence 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 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 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 fully and faithfully comply with all of the terms, provisions and covenants of this Lease, the Letter of Credit shall be returned to Tenant after the Expiration Date, then upon expiration Date or earlier sooner termination of this SubleaseLease (other than a termination that results from Tenant’s default hereunder). In the event of a sale of the Building or leasing of the Building or a portion of which the Premises form a part, Sublandlord Landlord shall have the right to transfer the Letter of Credit to the vendee or lessee. Landlord upon such transfer shall be released by Tenant from all liability for the return any Security Deposit or any balance thereof (without interest) to Subtenant within three (3) months of such expiration security and Tenant agrees to look solely to the new landlord for the return of said security. It is agreed that the provisions hereof shall apply to every transfer or earlier termination, and after Subtenant has vacated assignment made of the Subleased Premises and all then-existing defaults hereunder have been curedsecurity to a new landlord.

Security Deposit. Within two (2a) days after Subtenant’s Simultaneously with the execution and delivery of this SubleaseLease, Subtenant Tenant shall deliver to Sublandlord 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 security deposit 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 One Million Dollars $ the amount of the Security Deposit shall be reduced to $ ($1,000,000) (such reduction being called the “Initial Security DepositFirst 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 together there does not then exist an Event of Default or fact or circumstance which, with any Extension Security Deposit held from time to 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”) 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 unconditionalamount reflecting the reduced amount of the Security Deposit, irrevocable standby letter whereupon Landlord shall return the replaced Letter of credit 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 is security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease and is not an advance payment of rent. If an Event of Default occurs, Landlord may use, apply or retain the whole or any part of the Security Deposit to 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 reason 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 documentslimitation, i.e.reasonable attorney’s fees. Landlord shall always have the right to apply the Security Deposit, no obligation 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 or any part thereof. No interest shall be payable on Sublandlordthe Security Deposit and Landlord shall have the right to commingle the Security Deposit with other funds of Landlord, but Landlord shall keep the Security Deposit free from the claims of Landlord’s part to present anything but a sight draft, with Sublandlord as beneficiary, drawable creditors. If Landlord shall apply the Security Deposit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, and upon Sublandlord’s receipt of such LC, Sublandlord Tenant 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject demand pay to Landlord the same requirements as the original letter of credit) in an amount sufficient so applied to restore the Security Deposit to the required balance hereunder at such timeits original amount. Subtenant’s failure Because elements of Additional Rent may be subject to do so shall annual reconciliation based on actual amounts determined to be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the termsdue, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited in addition to the provisions relating other rights provided herein to Landlord regarding the condition Security Deposit, Landlord shall have the right, in its discretion, upon the end of the Subleased Lease and delivery of the Premises upon in accordance with the Expiration Dateterms hereof, Sublandlord may (but shall not be required to) use, apply or retain all or any part to hold a portion of the Security Deposit equal to no more than twenty percent (20%) of any estimated amounts previously payable by Tenant in respect of Additional Rent for the payment preceding Lease Year until completion of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are such reconciliation (but in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the no event more than ninety (90) days after expiration of the initial term (without giving effect Lease Term), at which time Landlord has the right to deduct any Extension Periods) hereof or earlier termination of this Sublease, and when all then-existing defaults hereunder have been cured, Sublandlord shall return amounts then determined to be due from the Initial remaining Security Deposit or and return any balance thereof (without interest) of the Security Deposit to Subtenant within three (3) months 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 expiration or terminationreconciliation. Failure of Subtenant If the remaining Security Deposit is not sufficient to deliver a replacement letter of credit to Sublandlord at least pay Tenant’s obligations hereunder, Tenant shall pay the same within thirty (30) days prior 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 expiration date vendee or lessee, such vendee or lessee shall thereupon become entitled to the rights and subject to the obligations of any current letter of credit shall constitute a separate default entitling Sublandlord, following written notice and an opportunity the landlord under this Lease (including the obligations with respect 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 and Landlord shall provide to Sublandlord thereupon be released from all liability for the Extension return of such Security Deposit applicable theretoto Tenant. Upon expiration or earlier termination In such event, Landlord shall cause the transferee of any Extension Period and when all then-existing defaults hereunder have been cured, Sublandlord shall return the Extension Security Deposit or any balance to issue a written acknowledgement of receipt thereof (without interest) to Subtenant within three (3) months and Tenant agrees after receipt of such expiration or earlier termination. Notwithstanding anything in this Section 5 notice to look solely to the contrary, if new landlord for the expiration return 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 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 balance thereof (without interest) to Subtenant within three (3) months of such expiration assignment, encumbrance, attempted assignment or earlier termination, and after Subtenant has vacated the Subleased Premises and all then-existing defaults hereunder have been curedattempted encumbrance.

Security Deposit. Within two (2a) days after Subtenant’s Concurrently with the execution and delivery of this SubleaseLease, Subtenant Tenant shall deliver to Sublandlord an initial Landlord a security deposit in the amount of Two Million One Million Hundred Fifty Thousand and xx/100 ($2,150,000.00) Dollars ($1,000,000) (the “Initial "Security Deposit”, and together with any Extension "). The Security Deposit held from time to time, the “Security Deposit”) shall be in the form of either cash (a "Cash Security Deposit") or an unconditional, irrevocable standby letter of credit 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 (the "Letter of Sublandlord’s drafts on sight, providing for multiple draws Credit") and multiple successors and otherwise both from issued by a bank and in a form (or bank subsidiary or other financial institution issuing the Letter of Credit) reasonably acceptable to Sublandlord Landlord and having a long-term unsecured debt rating of not less than "AA" from Standard & Poor's Corporation and otherwise in form and substance satisfactory to Landlord. The Security Deposit shall remain in full force and effect during 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, and if the Security Deposit is in the form of a Letter of Credit, same shall be renewed at least thirty(30) days prior to any expiration thereof (and may be in the form of a one year automatically renewable or "evergreen" letter of credit). If Tenant fails to timely renew any Letter of Credit, 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 such Letter of Credit and to deposit the proceeds of such Letter of Credit as a cash security deposit in any account for the benefit of Landlord or to declare an “LC”)Event of Default. The Cash Security Deposit shall not be commingled with other funds of Landlord and shall be deposited in an interest bearing account in a bank selected by Landlord. Provided that an Event of Default has not occurred and is not then continuing, any interest earned on such Cash Security Deposit shall be paid to Tenant annually, less any administrative fee that Landlord is required to pay in connection with the maintenance or servicing of such account, which annual administrative fee shall not exceed one(1%) percent of the amount of such Cash Security Deposit. Provided that no Event of Default has occurred and is then continuing, Tenant shall have the right at anytime during the Term, upon not less than thirty(30) days prior written notice to Landlord, to tender a Letter of Credit to Landlord meeting the requirements of this Paragraph 35 in substitution of a Cash Security Deposit. Notwithstanding the foregoingforegoing provisions of this Paragraph 35(a), Subtenant may elect to initially deliver Landlord has agreed that it shall, concurrently with the Initial execution of this Lease, advance and deposit on behalf of Tenant the Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial amount of $2,150,000.00 which Security Deposit within forty-five (45shall be assigned to and held by Lender in accordance with provisions of Paragraph 35(d) days of the effective date of this Sublease, and upon Sublandlord’s receipt below. In consideration of such LCadvance by Landlord, Sublandlord Tenant covenants and agrees that it shall promptly return reimburse to Landlord the cash balance of the Initial Security Deposit to Subtenant. If any portion amount of the Security Deposit is used so advanced by Landlord in two installments; the first installment in the amount of One Million and xx/100 ($1,000,000.00) Dollars shall be due and payable to Landlord on or applied pursuant to this Section 5before March 31,2005, Sublandlord shall provide Subtenant with written notice setting forth the amounts so used or applied and the purpose thereforsecond installment the amount of One Million One Hundred Fifty Thousand and xx/100 ($1,150,000.00) Dollars shall be due and payable to Landlord on or before March 31,2006. (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 any Letter of Credit or to withdraw the Cash Security Deposit from the above-described account 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) any expense incurred by Landlord in curing any default of Tenant, and/or (iii) 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). Tenant further acknowledges and agrees that (1) Landlord's application of the proceeds of any Letter of Credit or Cash Security Deposit towards the payment of Basic Rent, Additional Rent or the reduction of any damages due Landlord in accordance with Paragraph 23 of this Lease, constitutes a fair and reasonable use of such proceeds, and Subtenant shall(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 Event of Default shall not exist if Tenant restores the Security Deposit to its full amount within ten (10) days after receipt and in accordance with the requirements of such noticethis Paragraph 35, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to so that the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach amount of this Sublease by Subtenant. The the Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults again on deposit with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited Landlord. (c) Subject to the provisions relating to of Paragraph 35(b) above, at the condition expiration of the Subleased Premises upon Term and so long as no Event of Default then exists, the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all Letter of Credit or any part remaining Cash Security Deposit, as the case may be, shall be returned to Tenant. (d) Landlord shall have the right to designate Lender or any other holder of a Mortgage as the beneficiary of any Letter of Credit 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 35. In addition, Landlord shall have the right to deposit with Lender any 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 35. Tenant covenants and agrees to execute such agreements, consents and acknowledgments as may be requested by Landlord from time to time to change the holder of the Security Deposit for the payment of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration of the initial term (without giving effect to 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 separate default entitling Sublandlord, following written notice and 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 expiration 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 curedas hereinabove provided.

Security Deposit. Within two (2a) days after SubtenantConcurrently with Tenant’s execution and delivery of this Subleasethe Lease, Subtenant Tenant shall deliver to Sublandlord Landlord either a cash deposit or, in lieu of a cash deposit, an initial security deposit irrevocable, unconditional, standby letter of credit, in the amount of One Million Hundred Ninety-three Thousand Eight Hundred Eighty-seven Dollars ($1,000,000193,887) as security for the full and faithful performance of each and every term, covenant and condition of this Lease (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit). Any such letter of credit, together with any renewal or replacement letters of credit delivered or to be delivered by Tenant, shall be referred to herein collectively as the “Letter of Credit.” The Letter of Credit shall name Landlord as beneficiary and shall be issued by a national money center bank with an office in the San Francisco Bay area, California (the “Issuer”) in ). The final form of the Letter of Credit, the identity of the Issuer, and the form of an unconditional, irrevocable standby letter any replacement Letter of credit without documents, i.e., no obligation on SublandlordCredit shall be subject to Landlord’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 reasonably acceptable to Sublandlord (an “LC”)approval. Notwithstanding Landlord shall hold the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash formas security for the full and faithful performance of Tenant’s obligations under this Lease, provided it being expressly understood and agreed that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 not an advance rental deposit or applied pursuant to this Section 5, Sublandlord a measure of Landlord’s damages in the event of Tenant’s default. (b) The Letter of Credit shall provide Subtenant with written notice setting forth the amounts so used or applied be for an initial term of not less than twelve (12) months and the purpose therefor, and Subtenant shall, within ten shall be maintained in force at all times from issuance through thirty (1030) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon following the expiration of the initial term (without giving effect to 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 terminationLease. Failure of Subtenant If Tenant fails to deliver a replacement letter Letter of credit Credit to Sublandlord 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 current letter of credit shall constitute a separate default entitling Sublandlord, following written notice and an opportunity other remedies available to cure by SubtenantLandlord, to draw down immediately and entirely on all or part of the current letter Letter of credit Credit and to hold the proceeds thereof as a cash Security Deposit without the payment of any interest to Tenant. Drawing upon the Letter of Credit shall be 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 Letter of Credit shall 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. (c) 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 proceeds 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 a replacement Letter of Credit if the Letter of Credit is drawn upon by Landlord solely as a result of a bankruptcy by Tenant and not as a result of any other default by Tenant (i.e., no Rent or other charges are currently due and outstanding under this Lease. In the event that Landlord draws upon the Letter of Credit solely due to Tenant’s failure to renew the Letter of Credit at least thirty (30) days before its expiration (i) such failure to renew shall not constitute a cash Initial Security Deposit. With respect default hereunder and (ii) Tenant shall at any time thereafter be entitled to any Extension Periodprovide Landlord with a replacement Letter of Credit that satisfies the requirements hereunder, 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 at which time Landlord shall return the Extension cash proceeds of the original Letter of Credit drawn by Landlord. If Landlord so uses or applies all or any portion of any cash Security Deposit, then within ten (10) days after written demand therefor Tenant shall deposit cash with Landlord in an amount sufficient to restore the Security Deposit to the full extent of the above amount, and Tenant’s failure to do so shall be a default under this Lease. Provided that Tenant is not then in default under this Lease, the Letter of Credit, or any balance thereof (without interest) to Subtenant within three (3) months of such expiration or earlier termination. Notwithstanding anything in this Section 5 to the contrarycash Security Deposit, if applicable, shall be returned to Tenant within thirty (30) days after the date which is the later of the expiration of the initial term Term hereof and the date Tenant has surrendered the Premises in accordance with the terms of this Lease. (d) Landlord may use, apply or retain the whole or any Extension Period shall also represent the occurrence part of the Expiration DateSecurity Deposit as may be reasonably necessary (i) to remedy Tenant’s default in the payment of any Rent, then (ii) to repair damage to the Premises that is caused by Tenant, (iii) to clean the Premises upon expiration or earlier termination of this SubleaseLease, Sublandlord shall return (iv) to reimburse Landlord for the payment of any amount which Landlord may reasonably spend or be required to spend by reason of Tenant’s default, or (v) to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s default including without limitation, those damages provided for in California Civil Code Section 1951.2 and any successor statutes providing for damages in the event of the termination of a lease due to a default by the tenant thereunder, and those damages provided by other provision of applicable law now or hereafter in force or provided for in equity. As a material part of the consideration given by Tenant to Landlord to induce Landlord to enter into this Lease, Tenant waives the provisions of California Civil Code Section 1950.7, and all other provisions of law now in force or that become in force after the date of the execution of this Lease, that provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Tenant, or to clean the Premises. Landlord and Tenant agree that Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord for any other foreseeable or unforeseeable loss or damage caused by the acts or omissions of Tenant or Tenant’s officers, agents, employees, independent contractors or invitees. (e) No part of the Security Deposit shall be considered to be held in trust, to bear interest or another increment for its use, or to be prepayment for any balance thereof (without 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) 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 thereafter Landlord shall have been curedno further liability to Tenant with respect to such Security Deposit.

Security Deposit. Within two Sublessee has deposited with Sublessor the sum of $60.000.00 (2) days after Subtenant’s execution and delivery of this Sublease, Subtenant shall deliver to Sublandlord an initial security deposit in the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance and observance by Subtenant Sublessee of all the terms, covenants, provisions and conditions of this Sublease applicable to SubtenantSublease. If Subtenant The Security Deposit shall not bear interest. In the event Sublessee defaults with in respect to of any provision of the terms, provisions or conditions of this Sublease beyond all applicable periods of notice and cureincluding, including but not limited to to, the provisions relating to the condition payment of the Subleased Premises upon the Expiration DateBase Rent or Additional Rent, Sublandlord Sublessor may (but shall not be required to) use, apply or retain all the whole or any part of the Security Deposit to the extent required for the payment of any amount Base Rent or Additional Rent or any other sum as to which Sublandlord Sublessee is in default or for any sum which Sublessor may spend expend or be required to expend by reason of SubtenantSublessee’s default. The rights of Sublandlord pursuant to this Section are default including, but not limited to, any damage or deficiency in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration re-letting of the initial term (without giving effect to any Extension Periods) hereof Premises, whether such damage or earlier termination deficiency accrued before or after summary proceedings or other re-entry by Sublessor. In the event that Sublessee shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Sublease, and when all then-existing defaults hereunder have been cured, Sublandlord shall return the Initial Security Deposit (less any Base Rent, Additional Rent or any balance thereof (without interestother sum as to which Sublessee is in default or any sum which Sublessor shall have expended by reason of Sublessee’s default) shall be returned to Subtenant Sublessee 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 after the end of the Term and after Sublessee’s delivery of possession of the entire Premises to Sublessor. In the event of a transfer by Sublessor of Sublessor’s rights under the Prime Lease, Sublessor shall have the right to transfer the Security Deposit to the expiration date transferee and, upon such transfer of any current letter the Security Deposit, Sublessor shall be released by Sublessee from all liability for the return of credit the Security Deposit and Sublessee shall constitute a separate default entitling Sublandlord, following written notice and an opportunity look solely to cure by Subtenant, to draw down immediately and entirely on said transferee for the current letter return of credit and the proceeds shall constitute a cash Initial Security Deposit. With respect Sublessee shall not assign or encumber or attempt to assign or encumber the monies deposited hereunder as security and neither Sublessor nor its successors or assigns shall be bound by any Extension Periodsuch assignment, Subtenant shall provide to Sublandlord the Extension Security Deposit applicable thereto. Upon expiration encumbrance, attempted assignment 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 expiration 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 curedattempted encumbrance.

Security Deposit. Within two (2) days after Subtenant’s If, in Section 1.2 hereof, a security deposit is specified, Tenant, at its expense, shall deliver to Landlord, on the date of execution and delivery of this SubleaseLease, Subtenant a clean, irrevocable Letter of Credit issued by and drawn upon any commercial bank acceptable to Landlord with a banking office in Boston or New York (hereinafter referred to as the "Issuing Bank") which Letter of Credit shall deliver (i) name Landlord as beneficiary thereof, (ii) have a term of not less than one (1) year, (iii) be in the original amount equal to Sublandlord $550,000 and subject to reduction as provided in Section 1.2 hereof, and (iv) otherwise be in form and content satisfactory to Landlord. The Letter of Credit shall, in any event, provide that: (1) The Issuing Bank shall pay to Landlord an initial security deposit amount up to the face amount of the Letter of Credit upon presentation of a statement from Landlord that a Default of Tenant has occurred, specifying the nature of such Default and a demand for payment in the amount to be drawn and notice of One Million Dollars such presentation shall be delivered simultaneously to Tenant; ($1,000,0002) The Letter of Credit shall be deemed to be automatically renewed, without amendment, for consecutive periods of one year each and shall have a final expiry date of not earlier than January 31, 2005, unless the Issuing Bank sends written notice (hereinafter called the “Initial Security Deposit”"Non-Renewal Notice") to Landlord both by Federal Express or another recognized national or regional courier and by certified or registered mail, and together with any Extension Security Deposit held from time to timereturn receipt requested, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord not less than sixty (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (4560) days next preceding the then expiration date of the effective date Letter of this SubleaseCredit, and upon Sublandlord’s receipt that it elects not to have such Letter of such LCCredit renewed; (3) Landlord, 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 (10) days after receipt of such noticethe Non-Renewal Notice, deposit cash or shall have the right, exercisable by a replacement letter demand for payment draft only, to draw upon the Letter of credit Credit and receive the proceeds thereof (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit which shall be held by Sublandlord Landlord as security a cash deposit pursuant to the terms of this Section 14.17 pending the replacement of such Letter of Credit or applied as permitted by the terms of this Section 14.17); and (4) Upon Landlord's sale or other transfer of the Building, or Landlord's interest therein, or a leasing of the Building, the Letter of Credit shall be transferable by Landlord and Landlord shall thereupon be released by Tenant from all liability for the faithful performance return of such Letter of Credit. In such event, Tenant agrees to look solely to the new Landlord for the return of said Letter of Credit. Tenant shall execute such documents as may be necessary to accomplish such transfer or assignment of the Letter of Credit and shall pay any transfer fees of the Issuing Bank. Tenant covenants that it will not assign or encumber, or attempt to assign or encumber, the Letter of Credit or proceeds thereof and that neither Landlord nor its successors or assigns shall be bound by Subtenant of all the termsany such assignment, covenantsencumbrance, and conditions of this Sublease applicable to Subtenantattempted assignment, or attempted encumbrance. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to Landlord determines that the provisions relating to the financial condition of the Subleased Premises upon Issuing Bank has so declined as to cause concern that the Expiration DateIssuing Bank may not honor a draw on its Letter of Credit and provides Tenant with notice of the same, Sublandlord Tenant shall promptly obtain a replacement Letter of Credit complying with the terms hereof from another commercial bank acceptable to Landlord. Landlord shall have the right from time to time without prejudice to any other remedy Landlord may (but shall not be required to) usehave on account thereof, to apply or retain all such deposit, or any part thereof, to Landlord's damages arising from, or to cure, any Default of Tenant. If Landlord shall so apply any or all of such deposit, Tenant shall promptly deposit with Landlord the amount applied to be held as security hereunder or obtain a replacement Letter of Credit in such amount conforming with the other requirements of this Section 14.17. Provided that no Default of Tenant then exists, Tenant may, in each Lease Year of the Lease Term beginning with the Lease Year commencing June 15, 2000, substitute for the Letter of Credit then held by Landlord, a replacement Letter of Credit in the amount required to be posted as a Security Deposit for the payment next succeeding Lease Year as set forth in Section 1.2 hereof, it being understand that Landlord shall not be obligated to return any Letter of any Credit in its possession until Tenant has delivered a substitute Letter of Credit in the amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have required pursuant to Section 10 below1.2 hereof for such applicable Lease Year. Upon Provided Landlord has had delivered to it by Tenant a substitute Letter of Credit in the expiration of applicable amount and otherwise conforming with the initial term (without giving effect to any Extension Periods) hereof or earlier termination other requirements of this SubleaseSection 14.17, and when all then-existing defaults hereunder have Landlord shall immediately return to Tenant any Letter of Credit for which replacement or substitution has been curedmade by Tenant in accordance with this Section 14.17. Provided that no Default of Tenant then exists, Sublandlord Landlord shall return the Initial Security Deposit Letter of Credit, or any balance so much thereof (without interest) to Subtenant within three (3) months as shall have theretofore not been applied in accordance with the terms 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 separate default entitling Sublandlord, following written notice and an opportunity to cure by Subtenantthis Section 14.17, to draw down immediately and entirely Tenant 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 the Lease Term and surrender of possession of the Premises by Tenant to Landlord at such time. While Landlord holds as a cash deposit the proceeds resulting from a draw having been made upon the Letter of Credit, Landlord shall have no obligation to pay interest on the same and shall have the right to commingle the same with Landlord's other funds. If Landlord conveys Landlord's interest under this Lease, the cash deposit, or any Extension Period part thereof not previously applied, may be turned over by Landlord to Landlord's grantee, and, if so turned over and when all then-existing defaults hereunder receipt of such cash deposit is acknowledged by Landlord's grantee, Tenant agrees to look solely to such grantee for proper application of the deposit in accordance with the terms of this Section 14.17, and the return thereof in accordance herewith. The holder of a mortgage shall not be responsible to Tenant for the return or application of any such cash deposit, whether or not it succeeds to the position of Landlord hereunder, unless such cash deposit shall have been cured, Sublandlord shall return the Extension Security Deposit or any balance thereof (without interest) to Subtenant within three (3) months of received in hand by such expiration 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 curedholder.

Security Deposit. Within 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, 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 as a result of 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 Subtenant’s execution and delivery of this Sublease, Subtenant shall deliver to Sublandlord an initial 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 amount State of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit without documents, i.e., no obligation on Sublandlord’s part to present anything but a sight draft, with Sublandlord as beneficiary, drawable in whole Maryland or in partsecurities issued by the federal government or the State of Maryland. The Landlord/Agent must provide the Tenant, 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days after the termination of the effective date 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 SubleaseLease, the Landlord/Agent has the obligation to transfer the security deposit to the transferee. After the transfer is made and upon Sublandlord’s receipt 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 LC, Sublandlord shall promptly return security deposit to the cash balance assignor. The failure of the Initial Security Deposit Landlord to Subtenant. If any portion of comply with the Security Deposit is used or applied pursuant to this Section 5, Sublandlord shall provide Subtenant with written notice setting forth Law may result in the amounts so used or applied and the purpose therefor, and Subtenant shall, within ten (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject Landlord being liable to the same requirements as the original letter Tenant for a penalty of credit) in an amount sufficient up to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration of the initial term (without giving effect to 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 times the Security Deposit withheld, plus reasonable attorney’s fees. The Landlord or Landlord’s estate, but not the managing agent or court appointed receiver, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ County Single Family Lease Revised: 02/05 Page 2 of such expiration or termination. Failure of Subtenant to deliver a replacement letter of credit to Sublandlord at least thirty (30) days prior 12 remain liable to the expiration date of any current letter of credit shall constitute a separate default entitling Sublandlord, following written notice and an opportunity to cure by Subtenant, to draw down immediately and entirely on Tenant for 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 expiration or earlier termination. Notwithstanding anything in this Section 5 to the contrary, if the expiration maintenance 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 curedsecurity deposit as required by law.

Security Deposit. Within two (2a) days after Subtenant’s execution Upon signing this Lease, Tenant has delivered to Landlord, as security for the full and delivery faithful performance of every portion of this SubleaseLease to be performed by Tenant, Subtenant shall deliver to Sublandlord an initial security deposit in the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit without documentsin the amount of Seven Hundred Thousand Dollars ($700,000.00) (the “Letter of Credit”). The Letter of Credit shall (i) be issued to Landlord, i.e., no obligation on Sublandlord’s part to present anything but a sight draft, with Sublandlord as beneficiary, drawable in whole 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 Bank of America is an approved issuing bank), (ii) provide for drawing thereon in partOakland or San Francisco, providing California, (iii) have a term of at least one year (with the Letter of Credit 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 the amount of a draw upon 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 payment 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 pay all expenses, points or fees incurred by Tenant in Boston, Massachusetts, on obtaining the Letter of Credit and for any transfer of the Letter of Credit. The full amount of the Letter of Credit shall be available to Landlord upon presentation of SublandlordLandlord’s drafts on sightsigned draft. If an Event of Default is declared under this Lease, providing for multiple draws and multiple successors and otherwise both from a bank and in a form reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant Landlord may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days draw all or any portion of the effective date Letter of this Sublease, and upon Sublandlord’s receipt of Credit to remedy such LC, Sublandlord shall promptly return the cash balance of the Initial Security Deposit to Subtenantdefault. If any portion of the Security Deposit Letter of Credit is used or applied pursuant to this Section 5so drawn, Sublandlord shall provide Subtenant with written notice setting forth the amounts so used or applied and the purpose therefor, and Subtenant Tenant shall, within ten (10) days after receipt demand therefor, increase the amount of such notice, deposit cash or a replacement letter the Letter of credit (in form and substance subject to the same requirements as the original letter of credit) Credit in an amount sufficient to restore the Security Deposit Letter of Credit to the required balance hereunder at such time. Subtenantits original amount, and Tenant’s failure to do so shall be a material default and breach of this Sublease 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 SubtenantLandlord as beneficiary. The Security Deposit 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 by Sublandlord as a cash security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenantdeposit. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but Landlord shall not be required to) useto keep the security deposit separate from its general funds, apply or retain all or Tenant shall not be entitled to interest thereon, and Tenant waives the benefit of any part law to the contrary. Tenant waives the provisions of the Security Deposit for 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 any amount rent, to repair damage caused by Tenant, or to clean premises) and all similar laws now in force or subsequently adopted which Sublandlord may spend restrict application of security deposits to specific purposes. (d) The Letter of Credit shall be renewed by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration of the initial term issuer (without giving effect to 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 replaced with a replacement similarly qualifying letter of credit acceptable to Sublandlord 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 date of the Lease Term, if Tenant has then fully performed every provision of this Lease to be performed by it, and any current letter and all of credit shall constitute a separate default entitling Sublandlord, following written notice and an opportunity to cure by Subtenant, to draw down immediately and entirely on Tenant’s monetary obligations under 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 Lease have been curedsatisfied, Sublandlord Landlord shall return the Extension Security Deposit 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 deposit on account of any amounts due from Tenant attributable to Tenant’s Percentage Share of Property Taxes and Operating Expenses for the calendar year in which the Lease terminates or expires, and any balance thereof unapplied funds so held by Landlord shall be refunded to Tenant within thirty (without interest30) to Subtenant within three (3) months days following Tenant’s approval or deemed approval of such Landlord’s Statement for the calendar year in which the Lease expiration or earlier terminationtermination occurs. In lieu of drawing on the Letter of Credit as hereinabove provided, Tenant shall have the right to deliver to Landlord a cash deposit, to be held as a cash security deposit. (e) 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 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 the Reduction Date. Notwithstanding anything in this Section 5 the foregoing to the contrary, if the expiration of the initial term or any Extension Period shall also represent upon the occurrence of any event provided in clauses (i) and (ii) above, Tenant’s right to any subsequent reduction in the Expiration DateLetter 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, then upon expiration 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 earlier termination property 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 terminationthe Tenant, and after Subtenant has vacated 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 Subleased Premises and all then-existing defaults hereunder have been curedLetter of Credit and/or the proceeds thereof by Section 502(b)(6) of the Federal Bankruptcy Code.

Security Deposit. Within two (2) days after Subtenant’s execution Sublessee shall deposit with Sublessor the Security Deposit in accordance with the provisions of Section 1 above as security for the full and delivery faithful performance by Sublessee of all of the terms, covenants and conditions of this Sublease, Subtenant shall deliver to Sublandlord an initial security deposit in the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit without documents, i.e., no obligation on SublandlordSublease upon Sublessee’s part to present anything but a sight draft, with Sublandlord as beneficiary, drawable be performed. If Sublessor shall apply the Security Deposit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 Sublessee shall, within ten (10) days after receipt of such noticeupon demand, deposit cash or a replacement letter of credit (in form and substance subject pay to Sublessor the same requirements as the original letter of credit) in an amount sufficient so applied to restore the Security Deposit to its original amount. If the required balance hereunder at 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 time. Subtenant’s failure to do so disbursement shall be a material default considered part of the deposit as accrued) and breach of this Sublease by Subtenant. The Security Deposit 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 Sublandlord Sublessor. In lieu of depositing cash pursuant to this Section, 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 Subtenant Sublessee of all the terms, covenantsprovisions, and conditions of this Sublease applicable to SubtenantSublease. If Subtenant defaults with respect to So long as Sublessee is not in default under any provision of the terms, provisions, and conditions of this Sublease beyond all applicable periods of lease after notice and curebeyond any applicable cure period, including but not limited Sublessor will return the letter of credit to the provisions relating Sublessee, and it may be canceled or permitted to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon expire at the expiration of this Sublease. If the initial term (without giving effect of any letter of credit held by Sublessor will expire prior to any Extension Periods) hereof or earlier termination the expiration date of the term of this Sublease, and when all then-existing defaults hereunder have been cured, Sublandlord shall return the Initial Security Deposit it is not extended or any balance thereof (without interest) to Subtenant within three (3) months of such expiration or termination. Failure of Subtenant to deliver a replacement new letter of credit to Sublandlord at least for an extended period of time is not substituted within thirty (30) days prior to the expiration date of any current the letter of credit shall constitute a separate default entitling Sublandlordcredit, following written notice and an opportunity to cure by Subtenant, to draw down immediately and entirely on then Sublessor may make demand for the current principal amount of the letter of credit and the proceeds shall constitute hold such funds as if a cash Initial Security Deposit. With respect to any Extension Period, Subtenant shall provide to Sublandlord the Extension 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 theretocure 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 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 expiration or earlier termination. Notwithstanding anything in this Section 5 to the contrary, if written request therefor from Sublessee after the expiration of the initial term or Sublease Term (and in any Extension Period shall also represent event within thirty (30) days following the occurrence expiration of the Expiration DateSublease Term), then upon Sublessor shall return to Sublessee any balance of the Security Deposit not otherwise applied by Sublessor. The provisions of this Section shall survive the 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. Within two (2) days after Subtenant’s Sublessee will deposit with the Sublessor upon the execution and delivery of this Sublease, Subtenant shall deliver to Sublandlord an initial Sublease a security deposit (the "Security Deposit") in the amount of One Million Two Hundred Forty-Three Thousand, Two Hundred Fifty-Two and 00/100 Dollars ($1,000,000243,252.00) to be held by Sublessor for the duration of this Sublease as security for the full performance by Sublessee of all the obligations on the part of Sublessee hereunder. The Security Deposit shall, at the option of Sublessee, be in the form of either cash or an irrevocable demand letter of credit (the “Initial "Letter of Credit"), in form and substance reasonably acceptable to 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”, and together with or any Extension portion thereof, is in the form of cash, Sublessor shall hold the same without liability for interest or to segregate such cash from Sublessor's other funds. Sublessee shall not mortgage, pledge, grant a security interest in, or otherwise encumber the Security Deposit held Deposit. Sublessor shall have the right from time to time, the “without prejudice to any other remedy Sublessor may have on account thereof, to apply such Security Deposit”, or any part thereof, to Sublessor's damages arising from any default (beyond applicable notice and cure periods) in on the form part of an unconditionalSublessee. Upon such application, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, and upon Sublandlord’s receipt of such LC, Sublandlord Sublessee 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 belowits original amount. Upon the expiration full performance by Sublessee of its obligations hereunder, the Security Deposit, or such amount that shall be remaining after application of the initial term (without giving effect same hereunder, shall be returned by Sublessor to any Extension Periods) hereof Sublessee upon the expiration or earlier termination of this Sublease and surrender of possession of the Premises by Sublessee to Sublessor at such time. 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 not mortgage, pledge, grant a security interest in, or otherwise encumber the Letter of Credit or the proceeds of the same. Sublessor shall have 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 (beyond 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 when all then-existing defaults hereunder have been cured, Sublandlord shall return the Initial Security Deposit or any balance thereof (without interest) Sublessee fails to Subtenant within three (3) months provide a substitute Letter of such expiration or termination. Failure of Subtenant to deliver a replacement letter of credit to Sublandlord Credit at least thirty (30) days prior to such expiration, then Sublessor may draw on the expiration date Letter of any current letter Credit. Any portion of credit shall constitute a separate default entitling Sublandlord, following written notice and an opportunity the proceeds of the Letter of Credit not applied to cure a default by SubtenantSublessee hereunder, shall be held by Sublessor as a cash Security Deposit pursuant to draw down immediately and entirely on the current letter provisions of credit and 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 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 expiration 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.be promptly returned to

Security Deposit. Within two (2) days after Subtenant’s Tenant has paid Landlord at the execution and delivery of this Sublease, Subtenant shall deliver to Sublandlord an initial security deposit in hereof the amount of One Million Seventy-Two Thousand Nine Hundred Thirty-Six Dollars ($1,000,00072,936) as security (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, 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 form last sentence of an unconditionalthis section. In the event of Tenant’s default, irrevocable standby letter Landlord may, at its option, apply all or part of credit without documents, i.e., no obligation on Sublandlord’s part the deposit to present anything but a sight draft, with Sublandlord as beneficiary, drawable cure such default in whole or in part. Landlord may, providing for payment in Bostonits sole discretion, Massachusetts, on presentation resort to any or all rights and remedies against Tenant before applying such deposit. Use of Sublandlord’s drafts on sight, providing for multiple draws and multiple successors and otherwise both such deposit shall not prevent Landlord from a bank and exercising other rights or remedies provided by this Lease or at law or in a form reasonably acceptable to Sublandlord (an “LC”)equity. Notwithstanding Throughout the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date term of this SubleaseLease, and upon Sublandlord’s receipt of such LC, Sublandlord Tenant shall promptly return the cash balance of the Initial Security Deposit to Subtenant. If replenish any portion of the Security Deposit is used deposit used, applied 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, retained within ten (10) days after receipt 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 noticetime as Tenant provides Landlord with a true and complete balance sheet, deposit cash 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 Tenant Fifty-Four Thousand Seven Hundred Dollars ($54,700) of the Security Deposit. Tenant may from time to time substitute a replacement standby letter of credit (for all or a portion of the Security Deposit, in form and substance subject from a financial institution reasonably satisfactory to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration of the initial term (without giving effect to 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 separate default entitling Sublandlord, following written notice and 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 expiration 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 curedLandlord.

Security Deposit. Within two (2a) Tenant shall deposit with Landlord on the signing of this Lease the Security Deposit 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 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 Subtenant’s execution 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 Sublease, Subtenant shall deliver Lease. Tenant covenants that it will not assign or encumber or attempt to Sublandlord an initial security deposit in assign or encumber the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time and Landlord shall not be bound by any such assignment, encumbrance or attempt thereof. (b) Three (3) months prior to timethe Termination Date, the “Security Deposit”) in the form of Landlord will obtain an unconditional, irrevocable standby letter of credit without documents, i.e., no in favor of Tenant to secure its 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 as required under this Lease. In the event the Landlord fails to do so, the Tenant 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 used not discharged within thirty (30) days after entry, or applied in the event a petition is filed by or against Tenant under any 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 Section 5Lease, Sublandlord shall provide Subtenant with written notice setting forth in an amount which in Landlord's sole judgment reasonably exercised would be sufficient to adequately assure Tenant's performance of all of its obligations under this Lease including all payments subsequently accruing. Failure of Tenant to deposit the amounts so used or applied and the purpose therefor, and Subtenant shallsecurity required by this Paragraph, within ten (10) days after receipt of such noticeLandlord's written demand, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be constitute a material default and breach of this Sublease Lease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration of the initial term (without giving effect to 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 separate default entitling Sublandlord, following written notice and 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 expiration 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 curedTenant.

Security Deposit. Within two (2a) days after Subtenant’s execution and delivery of this Sublease, Subtenant shall deliver to Sublandlord an initial security deposit The sum which is set forth in the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together Section 1.04 which Tenant has deposited with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 Landlord 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the full and faithful performance by Subtenant Tenant of all the terms, covenants, and conditions of its obligations under this Sublease applicable to SubtenantLease or in connection with this Lease. If Subtenant defaults with respect to any provision an Event of this Sublease beyond all applicable periods of notice and cureDefault (as herein defined) has occurred, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord Landlord may (but shall not be required to) use, apply or retain all 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 expend by reason 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 case of every such application or retention during the Lease Term, Tenant shall, within fifteen (15) days after demand, pay to Landlord a sum equal to 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 payment repair of damage to the Demised Premises upon Tenant’s surrender of the Demised Premises on the Expiration Date (as well as any amount which Sublandlord may spend sums reimbursable to Landlord by reason of SubtenantTenant due to Tenant’s defaultfailure to surrender the Demised Premises on the Expiration Date as provided in this Lease). The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration use, application or retention of the initial term Security Deposit or portion thereof by Landlord shall not prevent Landlord from exercising any other right or remedy provided for hereunder or at law and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. ​ (without giving effect b) The Security Deposit shall bear no interest; and if legally permissible, Landlord shall be entitled to any Extension Periodscommingle the Security Deposit with Landlord’s other funds. (c) hereof or earlier termination If Tenant shall fully and faithfully comply with all of the provisions of this SubleaseLease, and when all then-existing defaults hereunder have been cured, Sublandlord shall return the Initial Security Deposit or any balance thereof (without interest) shall be returned to Subtenant Tenant 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 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 expiration date original Tenant regardless of any current letter one or more assignments of credit shall constitute a separate default entitling Sublandlord, following written notice and 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 Tenant’s interest in such Security Deposit. With respect to any Extension PeriodIn such event, Subtenant shall provide to Sublandlord upon the Extension Security Deposit applicable thereto. Upon expiration or earlier termination return of any Extension Period and when all then-existing defaults hereunder have been cured, Sublandlord shall return the Extension such Security Deposit or any balance thereof to the original Tenant, Landlord shall be completely relieved of liability hereunder. (without interestd) Tenant covenants and agrees that it shall not assign, pledge, hypothecate, mortgage or otherwise encumber the Security Deposit during the term of the Lease, except in connection with a permitted assignment of this Lease. (e) The Security Deposit may be transferred to Subtenant within three any purchaser of Landlord’s interest in the Building or the Property (3) months provided that Landlord gives Tenant the name and address of such expiration 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 terminationtransferee), and after Subtenant has vacated the Subleased Premises and all then-existing defaults hereunder have been curedupon such transfer, Landlord shall be relieved of any obligation with respect thereto.

Security Deposit. Within two (2) days after Subtenant’s 6.1 Subtenant shall pay to Sublandlord, simultaneously with execution and delivery of this SubleaseSublease by Subtenant, Subtenant shall deliver to Sublandlord an initial security deposit in the amount of One Million Six Hundred Forty Four Thousand Nine Hundred Sixty Two and 50/100 Dollars ($1,000,000644,962.50) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditionaleither (A) cash or current funds, irrevocable standby letter or (B) a Letter of credit Credit, as security for performance of Subtenant’s obligations under this Sublease. The Security Deposit, or any then remaining unapplied portion thereof, shall be returned to Subtenant, without documentsinterest, i.e., no obligation within thirty (30) days after the later to occur of: (i) the expiration of the Term under this Sublease; or (ii) the date on which Subtenant vacates the Subleased Premises and tenders possession of the same to 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days has discharged all obligations of the effective date of Subtenant under this Sublease, and upon Sublandlord’s receipt of such LC, . Sublandlord shall promptly return the cash balance of the Initial Security Deposit to Subtenant. If may apply all or any portion of the Security Deposit is used or applied pursuant to cure any default of Subtenant under this Section 5, Sublandlord shall provide Subtenant with written notice setting forth the amounts so used or applied and the purpose thereforSublease, and Subtenant shall, shall thereupon promptly deposit with Sublandlord the amount applied within ten (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure written demand by Sublandlord to do so shall be a material default and breach so. Sublandlord’s application of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all or any part portion of the Security Deposit for the payment of shall not prevent Sublandlord from exercising any amount other right or remedy under this Sublease or at law, and shall not operate as a limitation on any recovery to which Sublandlord may spend by reason otherwise be entitled. 6.2 Any Letter of Subtenant’s default. The rights Credit provided as the Security Deposit shall satisfy the Letter of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration Credit provisions of section 5.1(c) of the initial term Prime Lease, and any reduction in the amount of the Letter of Credit that is specified in this Sublease shall be made in compliance with the provisions of Section 5.1(d) of the Prime Lease as incorporated herein (without giving effect regard to any Extension Periods) hereof the timing or earlier termination amount of this Subleasesuch reduction as specified in Section 5.1 of the Prime Lease). In the event the Security Deposit is delivered by Subtenant in the form of cash, Subtenant shall have the right, at its election, to substitute a Letter of Credit as the Security Deposit, and when all then-existing defaults hereunder have been curedupon receipt of a satisfactory Letter of Credit as the Security Deposit, Sublandlord shall return the Initial cash Security Deposit or any balance thereof (without interest) to Subtenant within three (3) months Subtenant. Sublandlord hereby approves of Silicon Valley Bank as an acceptable issuing bank for the Letter of Credit; provided that at all times during which such expiration or termination. Failure Letter of Subtenant to deliver Credit is in effect, Silicon Valley Bank has a replacement letter of credit to mechanism in effect by which Sublandlord at least thirty (30) days prior to the expiration date of any current letter of credit shall constitute a separate default entitling Sublandlord, following written notice and an opportunity to cure by Subtenant, would be permitted to draw down immediately and entirely on under the current letter Letter of credit and the proceeds shall constitute a cash Initial Security Deposit. With respect Credit by facsimile submission to any Extension Period, Subtenant shall provide Silicon Valley Bank when Sublandlord is entitled 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 expiration 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 do so under 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. Within two (2) days after Subtenant’s execution and delivery of this Sublease, Subtenant 5.6.1. The Licensee shall deliver to Sublandlord submit an initial security deposit in the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Interest Free Security Deposit to the required balance hereunder at such timeSSCL for a sum equivalent to INR (Rupees only) for the said Licensed Space(s) with a validity of three years. Subtenant’s failure to do so This Security Deposit shall be a material default and breach submitted within 15 days of this Sublease by Subtenantissue of the LOA. The Security Deposit shall be held by Sublandlord 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 one year’s License fee of the 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 security 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 view that the Licensee has committed any breach or default of this Agreement, SSCL/Licensor shall, without prejudice to its other rights and remedies hereunder or in law, be entitled to en-cash and appropriate the relevant amounts from the Security Deposit as loss/damages for such breach or default. Upon such encashment and appropriation from the faithful performance by Subtenant Security Deposit, the Licensee shall, within 30 (thirty) days thereof, replenish, in case of all partial appropriation, to its original level the terms, covenantsSecurity Deposit, and conditions in case of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition appropriation of the Subleased Premises upon entire Security Deposit provide a new Security Deposit, as the Expiration Datecase may be, Sublandlord may (but and the Licensee shall, within the time so granted, replenish or furnish fresh Security Deposit as aforesaid failing which SSCL/Licensor shall not be required to) use, apply or retain all or any part 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 value or submit a new Bank Guarantee for the payment original value i.e. equivalent to 100% of any amount which Sublandlord may spend by reason of Subtenant’s defaultone year License. 5.6.7. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration In case after submission of the initial term (revised Security Deposit, the Licensee defaults second time in recurring payment, SSCL/Licensor at its sole discretion, shall be entitled to terminate this Agreement in accordance with the provisions of Article 10, without giving effect being liable in any manner whatsoever to any Extension Periods) hereof or earlier termination of this Sublease, the Licensee and when all then-existing defaults hereunder have been cured, Sublandlord shall return to appropriate 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 separate default entitling Sublandlord, following written notice and 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 expiration 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 curedas predetermined “damages”.

Security Deposit. Within two (2a) Contemporaneously with the execution of this Lease, Tenant shall pay to Landlord the Security Deposit, which shall be held by Landlord to secure Tenant's performance of its obligations under this Lease. The Security Deposit 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 time following an Event of Default and without prejudice to any other remedy, use all or a part of the Security Deposit to perform any obligation Tenant fails to perform hereunder. Following any such application of the Security Deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. Provided that Tenant has performed all of its obligations hereunder, Landlord shall, within thirty (30) days after Subtenant’s execution and delivery of this Subleasethe Term ends, Subtenant shall deliver return to Sublandlord an initial security deposit in Tenant the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 which was not applied to satisfy Tenant's obligations. The Security Deposit may be commingled with other funds, and no interest shall 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 transferee and Landlord thereafter shall have no further liability for the return of the Security Deposit. (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 New 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 ▇▇▇▇▇'▇ Investors Service, Inc. and otherwise reasonably acceptable to Landlord (collectively "Bank Criteria"); (d) payable in full or partial draws upon presentation of the Letter of Credit to the issuer together with a letter on Landlord's letterhead stating that Landlord is used 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 applied pursuant trustee, as applicable, under any mortgage, and any receiver of such Landlord (it being agreed that the Letter of Credit shall be delivered only to this Section 5, Sublandlord any of such persons or entities); and include an "evergreen" provision which provides that the Letter of Credit shall provide Subtenant with be automatically renewed on an annual basis unless the issuer delivers thirty (30) days prior written notice setting forth of cancellation to Landlord, such that the amounts Letter of Credit remains in effect through the sixtieth (60th) day after the expiration of the Lease Term and Renewal Term, if applicable. Landlord shall be permitted to draw upon 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 deposit with Landlord cash in an amount sufficient to replace the funds so used or applied by Landlord and the purpose thereforentire Security Deposit shall thereafter be held by Landlord in cash. Landlord also shall have the right to draw upon the Letter of Credit in any of the following circumstances, and Subtenant shallwithout 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 complying with the terms of this subsection (from a financial institution other than the issuer, or successor thereto, of the then-current Letter of Credit) within ten (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to demand by Landlord after the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the financial condition of the Subleased Premises upon issuing bank (or the Expiration Date, Sublandlord may (but shall not be required tosuccessor thereto) use, apply or retain all or any part is reduced below a rating of the Security Deposit for Bank Criteria or (ii) if Tenant fails to provide Landlord with any renewal or replacement Letter of Credit complying with the payment of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration of the initial term (without giving effect to any Extension Periods) hereof or earlier termination terms 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 interestSubsection 23(b) 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 twenty-five (3025) days prior to the expiration date of the then-current Letter of Credit. Landlord shall not be required to pay any current letter interest on any proceeds drawn under the Letter of credit shall constitute Credit or to maintain any such proceeds in a separate default entitling Sublandlord, following written notice and an opportunity to cure by Subtenant, to draw down immediately and entirely on account. Within sixty (60) days after the current letter later 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 interesti) to Subtenant within three (3) months of such expiration or earlier termination. Notwithstanding anything in this Section 5 to the contrary, if the expiration of the initial term Term or any Extension Period shall also represent the occurrence of the Expiration DateRenewal Term, then upon expiration or earlier termination as applicable, of this SubleaseLease or (ii) Tenant's vacating the Leased Premises (and not then being in default hereunder), Sublandlord 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 action for damages and not injunctive or other equitable relief shall be Tenant's sole remedy in the event Tenant disputes Landlord's claim to any such amounts. Neither the cash Security Deposit or nor any balance thereof (without interest) drawing under the Letter of Credit shall be deemed to Subtenant within three (3) months be liquidated damages in the event of such expiration or earlier termination, and after Subtenant has vacated the Subleased Premises and all then-existing defaults hereunder have been cureda breach by Tenant of this Lease.

Security Deposit. Within two (2a) days after Subtenant’s Upon execution and delivery of this SubleaseLease, Subtenant Tenant shall deliver to Sublandlord an initial security deposit pay Landlord a Security Deposit in the amount of One Million Seven Hundred and Fifty Thousand and 00/100 Dollars ($1,000,000) (the “Initial Security Deposit”750,000.00), and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit without documents, i.e., no obligation on Sublandlord’s part to present anything but a sight draft, with Sublandlord the promissory note attached hereto 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 Exhibit G and multiple successors and otherwise both from a bank and in a form reasonably acceptable to Sublandlord incorporated herein (an the “LCSecurity Deposit Promissory Note”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial The Security Deposit in cash form, provided that Subtenant delivers an LC Promissory Note shall provide for the total amount due thereunder to Sublandlord to replace the cash Initial Security Deposit within forty-be due and payable not later then five (455) 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 effective date Lease Commencement, the principal amount of this Sublease, Note shall be reduced from Seven Hundred and upon Sublandlord’s receipt of such LC, Sublandlord shall promptly return Fifty Thousand Dollars ($750,000.00) to an amount equal to the cash balance Basic Rent for the last Lease Year of the Initial Security Deposit 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 Subtenant. If any portion of the security deposit paid to Landlord pursuant to the Original Lease, (ii) to earn interest on any cash Security Deposit is used or applied pursuant delivered to this Section 5, Sublandlord shall provide Subtenant Landlord in connection with written notice setting forth the amounts so used or applied and the purpose therefor, and Subtenant shall, within ten (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to Promissory Note hereunder. (c) Tenant hereby deposits with Landlord the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord Deposit, as security for the prompt, full, and faithful performance by Subtenant Tenant of all the terms, covenants, each and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any every provision of this Sublease beyond Lease and of all applicable periods obligations of notice and cureTenant hereunder. If an Event of Default occurs, including but not limited to the provisions relating to the condition Landlord may use, make demand for payment of the Subleased Premises full amount of the Security Deposit Promissory Note and upon the Expiration Datereceipt thereof, Sublandlord may (but shall not be required to) useapply, apply or retain all the whole or any part of the Security Deposit for the payment of (i) any amount Basic Rent or Additional Charges which Sublandlord Tenant may spend 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 expend by reason of SubtenantTenant’s default, including damages or deficiency in the re-leasing of the Leased Premises as provided in Section 16. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration use, application, or retention of the initial term Security Deposit, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. If any portion of the Security Deposit is used, applied or retained by Landlord for the purpose set forth above, Tenant agrees, within ten (without giving effect 10) days after a written demand therefore is made by Landlord, to any Extension Periodsdeposit cash with the Landlord in an amount sufficient to restore the Security Deposit to its original amount. (d) hereof or earlier termination If Tenant shall fully and faithfully comply with all of the provisions of this SubleaseLease, and when all then-existing defaults hereunder have been curedthe Security Deposit, Sublandlord shall return the Initial Security Deposit or any balance thereof (without interest) thereof, shall be returned to Subtenant Tenant 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 separate default entitling Sublandlord, following written notice and 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 expiration or earlier termination. Notwithstanding anything in this Section 5 to the contrary, if after the expiration of the initial term or Term, without interest. In the absence of evidence satisfactory to Landlord of any Extension Period shall also represent the occurrence permitted assignment of the Expiration Dateright to receive the Security Deposit, then or the remaining balance thereof, Landlord may return the same to the original Tenant, regardless of one or more assignments of Tenant’s interest in this Lease or the Security Deposit. In such event, upon expiration the return of the Security Deposit (or earlier termination balance thereof) to the original Tenant, Landlord shall be completely relieved of liability under this Section. (e) In the event of a transfer of Landlord’s interest in the Leased Premises, Landlord shall have the right to 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 be bound by all provisions of this Sublease, Sublandlord shall Lease relating to the return any of the Security Deposit. (f) The Security Deposit shall not be mortgaged, assigned, or encumbered in any balance thereof manner whatsoever by Tenant without the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion. (without interestg) 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 Subtenant within three (3) months confess judgment on the Borrower under the Security Deposit Promissory Note for the full sum due thereunder, plus attorney’s fees of such expiration or earlier termination20% of the total amount then outstanding under the Security Deposit Promissory Note, and after Subtenant has vacated upon entry of the Subleased Premises 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 enforcement or immediate enforcement of 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 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 authority 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 then-existing defaults hereunder have been curedsums due under the Security Deposit Promissory Note are paid in full.

Security Deposit. Within two 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 (2as 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 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 shall be the amount set forth on 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 Subtenant’s execution the Fixed Expiration Date and after delivery of possession of the entire Premises to Landlord in accordance with the terms of this SubleaseLease. If Tenant delivered a cash Security Deposit upon execution hereof, Subtenant Tenant may, at any time during the Term, substitute same with a Letter of Credit. Section 35.2. Any Letter of Credit delivered by Tenant shall deliver be 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 (“Issuing Bank”), which Letter of Credit shall have a term of not less than one year, be in form and content satisfactory to Sublandlord an initial security deposit Landlord, be for the account of Landlord and be in the amount of One Million Dollars (the Security Deposit set forth in the Reference Page. Any Issuing Bank that has a combined capital, surplus and undivided profits of at least $1,000,000) (the 500 million and a financial strength rating of at least “Initial Security DepositA” and a long-term debt rating of at least “Aa”, and together with any Extension Security Deposit held from time to timeas published by ▇▇▇▇▇’▇ Investors Services, Inc., or its successor (collectively, the “Security DepositIssuing Bank Criteria”) in the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, and upon Sublandlord’s receipt of such LC, Sublandlord shall promptly return the cash balance of the Initial Security Deposit to Subtenantis deemed approved. If at any portion 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 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, Issuing Bank Criteria within ten (10) 30 days after receipt of such notice, Landlord may draw the full amount of the Letter of Credit and hold the proceeds as a cash security deposit cash in accordance with all Laws. The Letter of Credit shall provide that: (A) The Issuing Bank shall pay to Landlord or a replacement letter of credit (in form and substance subject its duly authorized representative an amount up to the same requirements as face amount of the original letter Letter of creditCredit upon presentation of the Letter of Credit and a sight draft in the amount to be drawn; (B) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so The Letter of Credit shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall deemed to be held by Sublandlord as security automatically renewed, without amendment, for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable consecutive periods of one year each during the Term, unless the Issuing Bank sends written notice and cure, including but not limited to (the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration of the initial term (without giving effect to any Extension Periods) hereof or earlier termination of this Sublease, and when all then“Non-existing defaults hereunder have been cured, Sublandlord shall return the Initial Security Deposit or any balance thereof (without interestRenewal Notice”) to Subtenant within three (3) months of such expiration Landlord by certified or termination. Failure of Subtenant to deliver a replacement letter of credit to Sublandlord 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 have an expiration date of not earlier than sixty (60) days after the Fixed 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 fails to deliver a replacement Letter of Credit within ten (10) days thereafter, 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 of 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, 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 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 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 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 successors or assigns shall be bound by any current letter 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 credit 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 Article 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 in accordance with the Sublease, such failure by Tenant shall constitute a separate default entitling Sublandlordunder this Lease. Upon the Commencement Date, following written notice 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 an opportunity Tenant’s failure to cure by Subtenant, to draw down immediately and entirely on the current letter of credit and the proceeds do so 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 expiration or earlier termination. Notwithstanding anything in default under 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 curedLease.

Security Deposit. Within two (2) days after Subtenant’s Upon the execution and delivery of this SubleaseLease, Subtenant Tenant shall deliver ---------------- pay to Sublandlord an initial security deposit in Landlord $[*] ("the amount of One Million Dollars ($1,000,000Deposit") (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant Tenant of all of the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cureLease (including, including but not limited to, the payment of Rent). The Security Deposit shall be given in cash in the minimum amount of $[*]. In the event Tenant pays to Landlord the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all or any part full amount of the Security Deposit for in the payment form of any amount which Sublandlord cash, Tenant may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant elect to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration convert $[*] of the initial term (without giving effect to 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 into the form of such expiration or termination. Failure of Subtenant to deliver a replacement an unconditional, irrevocable letter of credit in the name of the Landlord and payable upon presentation at a federally-insured national bank in the Commonwealth of Virginia, 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, Landlord shall refund to Sublandlord at least Tenant the full amount of the letter of credit up to a maximum amount of $[*] within thirty (30) days. Landlord may, but is not obligated to, without waiving or satisfying such Event of Default, or waiving or limiting any other rights or remedies of Landlord or limiting Tenant's liability to Landlord, apply all or any portion of the Deposit on account of any Event of Default hereunder, as well as on account of any expense incurred or paid, or damages suffered, by Landlord in connection with such failure, and Tenant, within ten (10) days prior following receipt of written notice of demand, shall replenish the amount necessary to restore the 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 Tenant. In the event of a sale or other transfer of the Project (or Landlord's interest therein), Landlord shall have the right to transfer to such purchaser or other party the Deposit and Landlord thereupon shall be released by Tenant from all liability for the return thereof, and Tenant agrees to look to the expiration date of any current letter of credit shall constitute a separate default entitling Sublandlord, following written notice and an opportunity to cure by Subtenant, to draw down immediately and entirely on new landlord solely for 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 expiration 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 curedthereof.

Security Deposit. Within two (2) days after Subtenant’s Upon the execution and delivery of this SubleaseLease, Subtenant Tenant shall deliver to Sublandlord an initial security deposit with Landlord a Letter of Credit as described in the amount of One Million Dollars ($1,000,000) this Section (the “Initial Security DepositLetter of Credit”), as security for the punctual performance of each and together with any Extension every obligation of Tenant under this Lease. In no event shall the Security Deposit held from time be deemed to time, the “Security Deposit”) in the form be a prepayment of Rent nor shall it be considered a measure of liquidated damages. The Letter of Credit shall be an unconditional, irrevocable standby letter of credit without documentscredit, i.e.in form and content and issued by a commercial bank satisfactory to Landlord in its reasonable discretion, 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 which Letter of Credit shall provide that it may be drawn upon in Boston, MassachusettsMassachusetts or by facsimile (i) in part or in whole, on upon the presentation of Sublandlord’s drafts on sighta sight draft accompanied by a certificate signed by a representative of Landlord, providing for multiple draws and multiple successors and otherwise both from 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 bank and in sight draft accompanied by a form reasonably acceptable to Sublandlord certificate signed by a representative of Landlord, stating that (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit a) such Letter of Credit will expire within forty-five thirty (4530) days of such certificate, and (b) Tenant has not deposited a substitute Letter of Credit in the effective date form, amount and issued by a bank as required by this Section. Landlord agrees that for purposes of this SubleaseSection, 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 upon Sublandlordno 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 receipt interest therein to secure financing provided to Landlord, Landlord may assign the Letter of Credit to the holder of such LCmortgage, Sublandlord shall promptly return pledge, security agreement or other encumbrance. Landlord may apply the cash balance Security Deposit towards any default by Tenant which continues beyond the expiration of the Initial Security Deposit to Subtenantapplicable notice and cure period provided therefor in this Lease (if any), and damages sustained by Landlord as a result thereof. If In the event that Landlord so draws upon and applies all or any portion of the Security Deposit is used proceeds of the Letter of Credit, or applied pursuant so applies all or any portion of the Cash Security, Tenant shall pay to this Section 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, Sublandlord shall provide Subtenant with ) Business Days of written notice setting forth the amounts given by Landlord so used or applied and the purpose therefor, and Subtenant shall, within ten that at all times (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as 5-Business Day grace period herein referenced) Landlord shall be entitled to draw down upon the original letter full aggregate amount of credit) the Letter of Credit or hold the full Cash Security, or some combination thereof (in an amount sufficient not to restore exceed the amount of the Security Deposit specified in Article 1 above, as such amount may be reduced in accordance with the provisions of the last two grammatical paragraphs of this Article 14). Notwithstanding anything contained in this Lease to the required balance 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 at (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 time. Subtenant’s failure to do so shall be cash amounts as a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited pursuant to the provisions relating to of this Section. Tenant shall be solely responsible for the condition payment of all costs associated with obtaining, replacing (as necessary), transferring, extending and maintaining the Subleased Premises upon Letter of Credit in accordance with the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain terms of this Section. The application of all or any part of the Security Deposit for the payment to any obligation or default of Tenant under this Lease shall not deprive Landlord of any amount which Sublandlord other rights or remedies Landlord may spend have, nor shall such application by reason Landlord constitute a waiver by Landlord. In addition, in the event of Subtenant’s default. The rights a termination based upon an Event of Sublandlord Default of Tenant under this Lease, or a rejection of the Lease pursuant to this Section are in addition the provisions of the Federal Bankruptcy Code, Landlord shall have the right to apply the Security Deposit (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 rights unpaid Rent and other charges which Sublandlord may have pursuant to Section 10 below. Upon the expiration of the initial term (without giving effect to 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 were due prior to the expiration date filing of the petition for protection under the Federal Bankruptcy Code. Landlord shall assign the Security Deposit to any purchaser of the Unit, 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 current letter Letter of credit shall constitute a separate default entitling Sublandlord, following written notice and an opportunity to cure by Subtenant, to draw down immediately and entirely on Credit which Landlord is then holding so that the current letter amended or new Letter of credit and Credit reflects the proceeds shall constitute a cash Initial Security Depositname of the new owner of the Unit. With respect to any Extension Period, Subtenant shall provide to Sublandlord Within sixty (60) days after the Extension Security Deposit applicable thereto. Upon expiration or earlier termination of any Extension Period and when the Term, Landlord shall inspect the Premises, make such draw upon the Letter of Credit or apply all then-existing defaults hereunder have been cured, Sublandlord shall return the Extension Security Deposit 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 redeliver the original Letter of Credit (as may have previously been drawn on by Tenant) or pay the balance thereof of the Cash Security, as the case may be, to Tenant. Notwithstanding the foregoing, provided that (without interest1) 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 has occurred prior to Subtenant within three the Reduction Date which is continuing as of the Reduction Date, (3) months as of such expiration the Reduction Date Tenant has not assigned the Lease or earlier termination. Notwithstanding anything effected a Transfer of an ownership interest (direct or indirect) in this Section 5 Tenant which effects a change in control of Tenant) other than (A) a Related Party Transfer, or (B) as approved by Landlord pursuant to the contraryprovisions of Article 12 hereof, if the expiration and (4) as of the initial term 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 any Extension Period shall also represent (y) if Tenant is not then a publicly-traded company, Tenant has an enterprise value of not less than Seven Hundred Fifty Million ($750,000,000.00) Dollars, Landlord agrees to accept a reduction in the occurrence amount of the Expiration DateLetter of Credit which it is then holding so as to cause the total Security Deposit to be reduced as of the Reduction Date to an amount equal to Six Hundred Eighteen Thousand Three Hundred Thirty-Two ($618,332.00) Dollars. Any reduction in the Letter of Credit held by Landlord as the Security Deposit pursuant to the immediately preceding paragraph 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 which Landlord is then holding, or by an amendment to the existing Letter of Credit then held by Landlord, in form and substance reasonably acceptable to Landlord, which is accepted by Landlord in writing (which acceptance may be evidenced by e-mail). If Tenant does not satisfy the requirements for a reduction in the amount of the Letter of Credit on the Reduction Date as specified above, then upon expiration or earlier termination Tenant shall be deemed to have irrevocably forfeited its right to any reduction in the amount of this Sublease, Sublandlord shall return any Security Deposit or any balance thereof (without interest) to Subtenant within three (3) months the Letter of such expiration or earlier termination, and after Subtenant has vacated Credit during the Subleased Premises and all then-existing defaults hereunder have been curedTerm.

Security Deposit. Within a. In accordance with the Annotated Code of Maryland, Real Property Article, ▇▇▇▇▇▇ 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 bill that may remain due and owing at the expiration of this Lease, 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, 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, devoted exclusively to security deposits, within thirty (30) days after Subtenant’s execution and delivery of this Subleaseit has been received. The Landlord/ Agent must provide the Tenant, Subtenant shall deliver to Sublandlord an initial security deposit in the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days after the end of the effective date of this Subleasetenancy, and upon Sublandlord’s receipt of such LC, Sublandlord shall promptly return by first class mail directed to the cash balance last known address of the Initial Security Deposit Tenant, a written list of any damages to Subtenantthe premises together with a statement of costs actually incurred. 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 Within forty-five (1045) days after receipt the end of the tenancy, the 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 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 premises or who has been evicted unless such ▇▇▇▇▇▇ makes a written demand for the return of the security 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. Repairs required may be so substantial or of such noticea nature that work will not be completed within the forty-five (45) day period following the termination of the tenancy. In such event, Landlord must notify Tenant within the given time frame, and reserves the right to pursue ▇▇▇▇▇▇ 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 the Landlord/ Agent of this Lease, the Landlord/Agent has the obligation to transfer the security deposit cash or a replacement letter of credit (in form and substance subject to the transferee. After the transfer is made and after written notice of same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit is given to the required balance hereunder at such timeTenant 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. Subtenant’s failure It is agreed that the foregoing will apply to do so shall be every transfer or assignment made of the security deposit to a material default and breach new Landlord/Agent. d. In the event of any rightful or permitted assignment of this Sublease Lease by Subtenant. The Security Deposit shall the Tenant to any assignee or sub lessee, the security deposit is deemed to be held by Sublandlord the Landlord/Agent as security for a deposit made by the faithful performance by Subtenant of all assignee or sub lessee and the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults Landlord/Agent will have no further liability with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited return to such security deposit to the provisions relating assignor. e. If the landlord, fails to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all or return any part of the Security Deposit security deposit, plus accrued interest, within 45 days after the termination of the tenancy, the tenant has an action of up to threefold of the withheld amount, plus reasonable attorney's fees. f. The Landlord or Landlord’s estate but not the managing agent or court appointed receiver shall remain liable to the Tenant for the payment of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration maintenance of the initial term (without giving effect to 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 separate default entitling Sublandlord, following written notice and an opportunity to cure security deposit as required 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 expiration 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 curedlaw.

Security Deposit. Within two (2a) days after Subtenant’s execution As security for the full and delivery punctual performance by Mesoblast of all of the terms and conditions of this Sub-Sublease, Subtenant Mesoblast shall deliver to Sublandlord an initial security deposit in the amount sum of One Million Seven Hundred Fourteen Thousand Seven Hundred Ninety Eight Dollars ($1,000,000714,798.00) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) with Carlo Pazolini by means of an irrevocable letter of credit (such letter of credit and all renewals and replacements thereof are referred to herein as the “Letter of Credit”) substantially in the form of Exhibit “B” which is attached to this Sub-Sublease as an unconditionalintegral part hereof and issued in the Borough of Manhattan, irrevocable standby letter State of credit without documentsNew York to Carlo Pazolini as the sole beneficiary thereunder by Bank of America, i.e., no obligation on Sublandlord’s part to present anything but a sight draft, with Sublandlord as beneficiary, drawable in whole N.A. 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 another bank and in a form or trust company (the “Issuing Institution”) reasonably acceptable to Sublandlord Carlo Pazolini and having an expiration date of no later than three hundred sixty five (365) days after its date of issuance with automatic 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 “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within fortyexpiration date which falls at least sixty-five (45) days of the effective date of this Sublease, 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 (1065) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by SubtenantExpiration Date. The Security Deposit shall be held submitted to Carlo Pazolini by Sublandlord as security for Mesoblast concurrently with the faithful performance by Subtenant of all the terms, covenants, and conditions signing of this Sub-Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision 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 Sublease beyond all applicable periods Sub-Sublease, Carlo Pazolini may draw against the Letter of notice and cureCredit, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be extent required to) use, apply or retain all or any part of the Security Deposit for the payment of any amount Fixed Rent or Additional Rent or for any sum which Sublandlord Carlo Pazolini may spend expend or be required to expend by reason of SubtenantMesoblast’s defaultdefault or the amount of such default or judgment, as the case may be. The rights Letter of Sublandlord Credit may 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 Section are in addition to Sub-Sublease. The application of any rights which Sublandlord may have pursuant to Section 10 below. Upon amounts drawn under the expiration Letter of Credit shall not constitute the cure by Mesoblast of the initial term (without giving effect underlying default to any Extension Periods) hereof or earlier termination of this Sublease, and when all then-existing defaults hereunder have been cured, Sublandlord shall return which the Initial 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 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 replace same by no less than thirty (30) days prior to its expiration with a renewal or replacement Letter of Credit meeting the expiration date requirements of this Paragraph 19, then Carlo Pazolini, at any current letter time after such thirtieth (30th) day and prior to such renewal or replacement, may draw on such Letter of credit 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 constitute a separate default entitling Sublandlord, following written notice and an opportunity to cure by Subtenant, have the right to draw down immediately and entirely on such proceeds whenever Carlo Pazolini would have had the right to draw on the current letter Letter of credit 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 proceeds shall constitute a cash Initial case of every use, application or retention of the Security Deposit. With respect , Mesoblast shall, within five (5) days after demand, either increase the Letter of Credit by such sum or pay to any Extension PeriodCarlo Pazolini the sum so used, Subtenant shall provide to Sublandlord applied or retained, so that 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 expiration or earlier termination. Notwithstanding anything in this Section 5 be replenished 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) amount which Mesoblast is required 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 curedmaintain hereunder.

Security Deposit. Within two (2a) days after SubtenantTenant shall maintain in effect at all times during the Term, as security for the performance of Tenant’s execution obligations under this Lease, a clean, irrevocable, transferable and delivery unconditional standby letter of this Sublease, Subtenant shall deliver credit in a form substantially similar to Sublandlord an initial security deposit in the amount of One Million Dollars ($1,000,000) form annexed hereto as Exhibit B (the “Initial Security DepositLetter of Credit”), and together with any Extension Security Deposit held from time in an amount equal to time, $1,607,872.00 (the “Security Deposit”) in ). Landlord agrees that the form of an unconditionalLetter of Credit annexed hereto as Exhibit B-1 is satisfactory. The Letter of Credit shall be issued by and drawable upon any commercial bank, irrevocable standby letter trust company, national banking association or savings and loan association (hereinafter 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 without documents, i.e., no obligation on Sublandlord’s part to present anything but a sight draft, with Sublandlord Credit shall name Landlord as beneficiary, drawable be in the amount of the Security Deposit, have a term of not less than one (1) year, permit multiple drawings, be fully transferrable by Landlord without payment of any fees or charges, and 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 shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter during the Term, unless the 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 next preceding the then expiration date of the Letter of Credit by certified mail, return receipt requested or by nationally recognized overnight courier. Landlord shall have the right, exercisable fifteen (15) days after its receipt (or upon such shorter time after receipt of the Non-Renewal Notice if the expiration date of the Letter of Credit shall 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 sight draft on the Issuing Bank, and shall hold or apply the proceeds of the Letter of Credit pursuant to the terms of this Article 76. Landlord may draw upon the Letter of Credit in whole or in partpart 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, providing for payment in Boston, Massachusetts, on presentation Tenant shall upon demand deposit with Landlord a sum equal to the amount so drawn by Landlord. (b) Landlord shall return the Letter of Sublandlord’s drafts on sight, providing for multiple draws and multiple successors and otherwise both from a bank and in a form reasonably acceptable Credit to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit Tenant within forty-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 effective date Building or a leasing of this Subleasethe entire Building, Landlord may transfer the cash Security Deposit held by it to such party, and, with respect to the Letter of Credit, 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 (10) days after 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, 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 for the return of the Letter of Credit. Upon such transfer and upon the successor Landlord acknowledging receipt of such noticethe deposit, deposit cash the transferring Landlord will be forever released. (d) Tenant further agrees not to encumber or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore assign the Security Deposit 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 pursuant to Section 76(a) above, following thirty six (36) consecutive months of payment of Fixed Rent, the required balance hereunder at such time. Subtenant’s failure to do so Security Deposit then being held by Landlord shall be a material default and breach reduced, such that the amount of this Sublease by Subtenant. The Security Deposit security remaining on deposit with Landlord shall be held by Sublandlord as security for equal to $1,205,903.97. If the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice Section 76(e)(i) have been satisfied and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for reduced, Landlord shall return the payment 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 amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have applicable notice and grace periods, and provided the Landlord is holding the full Security Deposit required pursuant to Section 10 below76(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. Upon If the expiration of the initial term (without giving effect to any Extension Periods) hereof or earlier termination conditions of this Sublease, and when all then-existing defaults hereunder Section 76(e)(ii) have been curedsatisfied and the Security Deposit reduced, Sublandlord Landlord shall return the Initial Security Deposit then current Letter of Credit upon receipt of an amended Letter of Credit or any balance thereof (without interest) to Subtenant within three (3) months replacement Letter of Credit in such expiration or termination. Failure of Subtenant to deliver a replacement letter of credit to Sublandlord at least thirty (30) days prior to reduced amount provided same is otherwise in accordance with the expiration date of any current letter of credit shall constitute a separate default entitling Sublandlord, following written notice and 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 expiration 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 provisions 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 curedArticle 76.

Security Deposit. Within two (2a) days after Subtenant’s execution 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 SubleaseLease as executed by Tenant, Subtenant shall deliver 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 Sublandlord an initial security deposit keep the Security Deposit segregated from other funds of Landlord. Tenant shall not assign or in any way encumber the amount of One Million Dollars ($1,000,000) (the “Initial 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 together with any Extension Security Deposit held from time to timeother damage, the “Security Deposit”) in the form injury or expense. Following any such application of an unconditional, irrevocable standby letter of credit without documents, i.e., no obligation on Sublandlord’s part to present anything but a sight draft, with Sublandlord as beneficiary, drawable in whole all 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 Deposit, Tenant shall pay to Landlord, on demand, the amount so 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient order to restore the Security Deposit to its original amount (or if the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant is a Letter of all the termsCredit, covenantsTenant may either deliver cash, and conditions a replacement Letter of this Sublease applicable to SubtenantCredit, or an additional Letter of Credit). If Subtenant defaults with respect to Provided Tenant is not in default hereunder, Landlord will return any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all or any part unapplied portion of the Security Deposit for to Tenant within thirty (30) days following the payment later to occur of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon (i) the expiration of the initial term Term, and (ii) Tenant's vacancy of the Premises and Building in accordance with the provisions of this Lease. (b) If the Security Deposit is in the form of a Letter of Credit , the Letter of Credit shall (i) 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 giving effect 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 Extension Periodssuccessor 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 earlier termination as a result of this Subleasethe expiration of the Letter of Credit then in effect], renew or replace the original and when all then-existing defaults hereunder have been curedany subsequent Letter of Credit so that a Letter of Credit, Sublandlord shall return in the Initial Security Deposit 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 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 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 current letter subsequent Letter of credit Credit shall constitute meet the requirements for the original Letter of Credit as set forth above, except that such replacement or renewal shall be issued by a separate default entitling Sublandlordnational 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, following written notice and an opportunity Landlord shall only draw down such amount as Landlord reasonably believes to be necessary to cure by Subtenant, to draw down immediately and entirely or remedy any default on the current letter part of credit Tenant and to reimburse Landlord for any costs, expenses or liability incurred in connection with such default; notwithstanding 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 expiration or earlier termination. Notwithstanding anything in this Section 5 to the contraryforegoing, if the expiration amount of any draw upon the initial term Letter of Credit exceeds the amount necessary to reimburse Landlord for such costs, expenses or liability, any Extension Period excess proceeds of any draw on the Letter of Credit shall also represent be held by Landlord as a Security Deposit pursuant to the occurrence of the Expiration Date, then upon expiration or earlier termination provisions 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 curedArticle 18.

Security Deposit. Within two (2a) days after Subtenant’s execution and delivery of this SubleaseOn or before October 1, Subtenant 2004, Lessee shall deliver pay to Sublandlord an initial Lessor a security deposit in the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit without documents, i.e., no obligation amount set forth 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 reasonably acceptable to Sublandlord (an “LC”)Schedule 1- Part A hereto. Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial The Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace will be held by Lessor for the cash Initial Security Deposit within forty-five (45) days of the effective date entire remaining Term of this Sublease, Lease and upon Sublandlord’s receipt may be commingled with other amounts 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 Lessor. (10b) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord Lessor as security for the faithful due and punctual payment by Lessee of all amounts payable by it, and the due and punctual observance and performance by Subtenant Lessee of all the termsof its obligations, covenantshereunder and under each other Operative Agreement. Lessee hereby assigns, transfers and pledges to Lessor, and conditions hereby grants to Lessor, a first-priority security interest in, the Security Deposit to secure such payment, observance and performance. Any interest earned on the Security Deposit shall be solely for the account of this Sublease applicable to SubtenantLessor. If Subtenant defaults with respect an Event of Default shall occur and be continuing, then in addition to any provision of other rights Lessor may have under applicable Law as a lessor, secured party or otherwise, or under this Sublease beyond all applicable periods of notice and cureLease or any other Operative Agreement, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration DateLessor may set off against, Sublandlord may (but shall not be required to) use, apply or retain all or any part portion of the Security Deposit 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 agreed 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 set off against, as provided for in this Lease, shall be returned to Lessee by wire transfer of immediately available Dollars to an account of Lessee located in 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 excluding the date upon which the Aircraft is returned to Lessor in the condition, 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 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 use and apply all or any portion of the Security Deposit for the payment purposes, and in the manner, set forth in Section 3.2.3(b) hereof.” (c) Schedule 1 – Part A to the Lease is hereby amended as set forth in Section 1 of any amount which Sublandlord may spend by reason Appendix A hereto. (d) That certain Letter Agreement No. 1-1005-JSW-1500, dated as of Subtenant’s default. The rights February 28, 2001, among, inter alios, Lessor and Lessee, insofar as it relates to the Lease and the Aircraft, is hereby terminated and shall be of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration no further force or effect; and all of the initial term (without giving effect to any Extension Periods) hereof or earlier termination obligations and liabilities 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 separate default entitling Sublandlord, following written notice and 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 expiration or earlier termination. Notwithstanding anything in this Section 5 to the contrary, if the expiration each 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) parties to Subtenant within three (3) months of such expiration or earlier termination, Letter Agreement are hereby unconditionally and after Subtenant has vacated the Subleased Premises irrevocably released and discharged in full and in all then-existing defaults hereunder have been curedrespects.

Security Deposit. Within two (2a) days after Subtenant’s Simultaneously with the execution and delivery of this SubleaseLease, Subtenant Tenant shall deliver to Sublandlord an initial security deposit in the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to timeLandlord, the “Security Deposit”) which shall be in the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter “Letter of creditCredit”) in an the amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenantsset forth in Section 1.3 hereof, and which satisfies the conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision Lease. (b) Such Letter of this Sublease beyond Credit must satisfy all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon following conditions: (i) the Expiration DateLetter 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, Sublandlord may with an expiration date not less than ninety (but shall not be required to90) use, apply days after this Agreement terminates or retain all or any part expires; (ii) the beneficiary of the Security Deposit for Letter of Credit must be Landlord or Landlord’s designee; (iii) the payment 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 amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon time, the expiration issuer of the initial term (without giving effect Letter of Credit gives notice of its election not to any Extension Periods) hereof renew, extend and/or reissue and/or not to honor the Letter of Credit, then Tenant shall, on 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 before thirty (30) days prior to the expiration date 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 current 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 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 the Letter of Credit. Subject to Landlord’s right to require a replacement letter of credit as provided above if the Landlord shall constitute a separate hereafter feel insecure with the creditworthiness of ▇▇▇▇▇ 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 observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this Lease or would be in default entitling Sublandlordbut for the passage of time or the giving of notice or both or if such passage of time or giving of notice is interrupted, following written stayed, barred or tolled by applicable law or legal proceeding or at the end of the Lease Term, Landlord may use, apply or retain the whole or any part of the Security Deposit without notice to Tenant and to the extent required for payment of any Base Rent, Additional Rent, or any other sum that is due Landlord or for any sum which Landlord may expend or may be required to expend pursuant to this Lease, 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. It is agreed that Landlord shall always have the right to apply the Security Deposit, or any part thereof, as aforesaid, without notice and 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 without prejudice to any Extension Periodother remedy or remedies which Landlord may have, Subtenant shall provide to Sublandlord or Landlord may pursue any other such remedy or remedies in lieu of applying 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 part thereof. No interest shall be payable on the Security Deposit, 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 in part, Tenant shall, upon demand, pay to Landlord the amount so applied to restore the Security Deposit to its original amount. Because Taxes, Operating Costs and other Additional Rent are subject to annual reconciliation based on actual amounts (together with all other amounts due from Tenant to 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 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 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 thereof of the Security Deposit to Tenant, and (without interestii) 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 Subtenant be made once the Final Amounts due are determined. If the remaining Security Deposit, if any, is not sufficient to pay Tenant’s obligations hereunder, Tenant shall pay the same within three ten (310) months days of billing from Landlord. In the event of a sale or other transfer of Landlord’s Property, or leasing of the entire Landlord’s Property including the Premises subject to 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 expiration or earlier termination. Notwithstanding anything in this Section 5 Security Deposit to Tenant; and Tenant agrees to look solely to the contrary, if new landlord for the expiration return of the initial term 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 Extension Period such assignment, encumbrance, attempted assignment or attempted encumbrance. This Section shall also represent survive 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 curedLease.

Security Deposit. Within two five (25) business days after Subtenant’s execution the date on which this Lease is executed by Lessee and delivery Lessor, Lessee shall deposit with Lessor a Security Deposit equal to twelve (12) months of this Sublease, Subtenant shall deliver to Sublandlord an initial security deposit Base Rent estimated in the amount of One Twenty Five Million Seven Hundred Forty Thousand Dollars and no Cents ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”25,740,000.00) in the form of cash or an unconditional, irrevocable standby letter of credit without documents, i.e., no obligation on Sublandlord’s part to present anything but a sight draftcredit, with Sublandlord Lessor as beneficiary, beneficiary and providing for payment on presentation of Lessor's drafts on sight without documents and drawable in whole or in part, providing for payment part on a money center bank in Boston, Massachusetts, on presentation of Sublandlord’s drafts on sight, providing for multiple draws and multiple successors San Francisco approved by Lessor and otherwise both from a bank and in a form reasonably acceptable to Sublandlord Lessor, all in its sole discretion, with a term of at least twelve (an “LC”). Notwithstanding 12) months and with a term during the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days last year of the effective date of this Sublease, and upon Sublandlord’s receipt of such LC, Sublandlord shall promptly return Lease Term which includes at least one full month following the cash balance of Expiration Date (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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by SubtenantDeposit"). The Security Deposit shall be held by Sublandlord Lessor as security for the faithful performance by Subtenant Lessee of all of the terms, covenants, and conditions of this Sublease Lease applicable to SubtenantLessee. If Subtenant Lessee defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cureLease, including but not limited to to, the provisions relating to the construction of Tenant Improvements and the condition of the Subleased Premises upon the Expiration DateLease Termination, Sublandlord Lessor may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any amount which Sublandlord Lessor may spend by reason of Subtenant’s defaultLessee'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 or applied, Lessee Shall, within ten (10) days after written demand therefor, deposit cash with Lessor in an amount sufficient to restore the Security Deposit to its original amount. Lessee's failure to do so shall be a material default and breach of this Lease by Lessee. The rights of Sublandlord Lessor pursuant to this Section 4.06. are in addition to any rights which Sublandlord Lessor may have pursuant to Section 10 Article XII below. Upon the expiration of the initial term (without giving effect to any Extension Periods) hereof or earlier termination If Lessee fully and faithfully performs every provision of this SubleaseLease to be performed by it, and when all then-existing defaults hereunder have been cured, Sublandlord shall return the Initial Security Deposit or any balance thereof shall be returned (without interest) to Subtenant within three Lessee (3or, at Lessor's option, to the last assignee of Lessee's interests hereunder) months of such at Lease expiration or terminationtermination and after Lessee has vacated the Premises. Failure Lessor shall not be required to keep the Security Deposit separate from Lessor's general funds or be deemed a trustee of Subtenant same. If the Security Deposit is in whole or in part in the form of a Letter of Credit, failure of Lessee to deliver a replacement letter Letter of credit Credit to Sublandlord Lessor at least thirty forty-five (3045) business days prior to the expiration date of any current letter Letter of credit Credit shall constitute a separate default entitling Sublandlord, following written notice and an opportunity to cure by Subtenant, Lessor to draw down immediately and entirely on the current letter Letter of credit Credit and the proceeds shall constitute a cash Initial Security Deposit. With respect to any Extension Period, Subtenant shall provide to Sublandlord The amount of 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) be reduced to Subtenant within a cash amount equal to three (3) months of such expiration or earlier termination. Notwithstanding anything in this Section 5 to Base Rent at the contrary, if rate scheduled for the expiration final year of the initial term or any Extension Period shall also represent the occurrence Lease Term, in cash, upon Lessee's achievement of the Expiration Date, then upon expiration or earlier termination four (4) consecutive calendar quarters of this Sublease, Sublandlord shall return any Security Deposit or any balance thereof (without interest) to Subtenant within three (3) months an annualized run rate of such expiration or earlier termination, $750,000,000.00 in revenue and after Subtenant has vacated the Subleased Premises and all then-existing defaults hereunder have been cured$100,000,000.00 in net income.

Security Deposit. Within two (2) days after SubtenantAs and for security for Tenant’s execution full and delivery faithful performance of all the terms, covenants and conditions of this SubleaseLease to be kept and performed by Tenant, Subtenant Tenant, upon execution of this Lease, shall deliver to Sublandlord an initial deposit with Landlord a security deposit in the amount of One Two Million Seven Hundred Seventy-Three Thousand Two Hundred Eighty Seven Dollars ($1,000,0002,773,287) (the “Initial Security Deposit”in cash or, and together with any Extension Security Deposit held from time to timeat Tenant’s option, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit without documents, i.e., no obligation on Sublandlord’s part to present anything but a sight draft, with Sublandlord as beneficiary, drawable (“LOC”) in whole or such amount in part, providing for payment in Boston, Massachusetts, on presentation favor of Sublandlord’s drafts on sight, providing for multiple draws and multiple successors and otherwise both from a bank and Landlord in a form and from a financial institution located in San Francisco, California (or alternatively accepting presentations for draw purposes by facsimile and/or overnight courier), reasonably acceptable to Sublandlord Landlord. Landlord hereby approves Silicon Valley Bank as the bank issuing the LOC. At any time during the Term upon at least ten (an “LC”). Notwithstanding the foregoing10) business days’ prior notice to Landlord, Subtenant Tenant may elect to initially deliver convert the Initial form of the Security Deposit in from cash formto a LOC or from a LOC to cash, so long as the provisions of this Paragraph 7 are complied with. If at any time during the Term, any item constituting rent as provided that Subtenant delivers an LC herein, or any other sum payable by Tenant to Sublandlord Landlord hereunder, shall be overdue and unpaid beyond any applicable notice and cure periods, then Landlord may, at the sole option of Landlord, but without any requirement to replace do so, and without prejudice to any other remedy which Landlord may have, access the cash Initial Security Deposit within forty-five (45) days deposit, or draw down or make a claim or demand for draw against the LOC, in the amount of the effective date sum equal to the overdue and unpaid amount, together with Landlord’s actual and reasonable expenses incurred in connection with the Default, and apply such sum to payment of such overdue rent or other sum. The LOC shall provide for partial draws and further provide that any draw thereunder shall be accompanied by a certificate of an officer or manager of Landlord stating that Tenant is in Default and that Landlord or its authorized agent is entitled to draw down on the LOC the amount requested pursuant to the terms of this SubleaseLease. Further in the event of the failure of Tenant to keep and perform any nonmonetary term, covenant or condition of this Lease to be kept or performed by Tenant beyond any applicable cure periods and the receipt of any required notice, at the sole option of Landlord, and upon Sublandlord’s receipt of such LCwithout prejudice to any other remedy which Landlord may have, Sublandlord shall promptly return Landlord may access the cash balance deposit or draw down the entire LOC, or so much thereof as may be necessary to compensate Landlord for any loss or damage sustained or suffered by Landlord, or which Landlord may sustain or suffer, due to such breach on the part of Tenant. In the Initial Security Deposit to Subtenant. If event that all or any portion of the Security Deposit cash deposit is used accessed or applied pursuant the LOC is drawn down by Landlord to pay overdue rent or other sums due and payable to Landlord by Tenant hereunder as described in this Section 5Paragraph 7, Sublandlord shall provide Subtenant with written notice setting forth the amounts so used or applied and the purpose therefor, and Subtenant then Tenant shall, within ten (10) business days after receipt of such noticewritten demand of Landlord, deposit cash deliver to Landlord a sufficient amount in an additional LOC (or a replacement letter of credit (in form and substance subject cash, as the case may be) to restore Landlord’s security to the same requirements original, total amount of the security deposit as provided in this Paragraph. Any failure on the original letter part of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure Tenant to do so within ten (10) business days following the date on which written demand for restoration is deemed given hereunder, shall constitute a Default of this Lease pursuant to Paragraph 25.1(d) below without further written notice to Tenant. The LOC shall be a material default and breach maintained by Tenant during the entire Term of this Sublease by Subtenant. The Security Deposit Lease and for a period of thirty (30) days thereafter (the last day of such thirty (30) day period shall be held by Sublandlord referred to as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant“Return Date”). If Subtenant defaults with respect the LOC is to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to expire before the provisions relating to the condition of the Subleased Premises upon the Expiration Return Date, Sublandlord may (but Tenant shall not be required to) use, apply or retain all or any part of replace the Security Deposit for the payment of any amount which Sublandlord may spend LOC by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration of the initial term (without giving effect to 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 providing Landlord with a replacement letter of credit to Sublandlord substitute LOC at least thirty (30) days prior to the expiration date of any current letter of credit the then effective LOC being held by Landlord in the applicable amount required hereunder and the failure to do so shall constitute a separate default Default entitling SublandlordLandlord to draw the full amount of the LOC and hold the proceeds thereof as a cash security deposit hereunder. The LOC shall provide, following in part, that the LOC shall be automatically renewed through and including at least the Return Date unless the issuer gives written notice and an opportunity to cure by Subtenant, Landlord at least thirty (30) days prior 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 expiration or earlier termination. Notwithstanding anything in this Section 5 to the contrary, if the expiration of the initial term or any Extension Period LOC that such issuer does not intend to renew the LOC. In such event, Landlord shall also represent be entitled to draw the occurrence full amount of the Expiration DateLOC and hold the proceeds thereof as a cash security deposit hereunder unless a substitute LOC is delivered by Tenant to Landlord at least twenty (20) days prior to the expiration of the then existing LOC. Any cash deposit held by Landlord as security shall be non-interest bearing and may be commingled by Landlord with other funds of Landlord. In the event Landlord transfers the security deposit to any successor in interest of Landlord to title of the Site and Building, then upon then, in such event, Landlord shall be discharged from any further obligation or liability with respect to the security deposit. Any LOC issued in favor of Landlord may, if required by any lender holding a mortgage or deed of trust secured by the Site and Building, be transferred to such lender provided that such lender, Landlord and Tenant enter into an agreement reasonably acceptable to all parties governing such lender’s right to draw down money on, or further transfer, the LOC. 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 execution of this Lease that provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damages 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 loss or damage caused by the act or omission by Tenant or Tenant’s officers, agents, employees, independent contractors or invitees as elsewhere provided herein. Upon the expiration or earlier termination of this SubleaseLease, Sublandlord Landlord shall return to Tenant within thirty (30) days of Tenant vacating the Premises so much of the security deposit as has not been applied or entitled to be held by Landlord to be applied to cure 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 curedby Tenant and/or to compensate Landlord for any and all damages or loss suffered or which may be suffered by Landlord resulting from the default or breach by Tenant.

Security Deposit. Within two (2) days after Subtenant’s Upon the execution and delivery of this SubleaseLease, Subtenant Tenant shall deliver to Sublandlord an initial security deposit with Landlord a Letter of Credit as described in the amount of One Million Dollars ($1,000,000) this Section (the “Initial Security DepositLetter of Credit”), as security for the punctual performance of each and together with any Extension 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 held from time be deemed to time, the “Security Deposit”) in the form be a prepayment of Rent nor shall it be considered a measure of liquidated damages. The Letter of Credit shall be an unconditional, irrevocable standby letter of credit, in form and content and issued by Silicon Valley Bank or another commercial bank satisfactory to Landlord in its sole discretion (Landlord agreeing not to unreasonably withhold, delay or condition its approval of another commercial bank with a credit without documentsrating 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), 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 which Letter of Credit shall provide that it may be drawn upon in Boston, MassachusettsMassachusetts (i) in part or in whole, on upon the presentation of Sublandlord’s drafts on sighta sight draft accompanied by a certificate signed by a representative of Landlord, providing for multiple draws and multiple successors and otherwise both from 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 bank and in sight draft accompanied by a form reasonably acceptable to Sublandlord certificate signed by a representative of Landlord, stating that (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit a) such Letter of Credit will expire within forty-five thirty (4530) days of such certificate, and (b) Tenant has not deposited a substitute Letter of Credit in the effective date 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 SubleaseArticle. Landlord may commingle any Cash Security with Landlord’s other funds, and upon Sublandlord’s receipt no interest shall be due thereon. The Letter of such LC, Sublandlord Credit shall promptly return remain in full force and effect for a period of at least one hundred twenty (120) days beyond the cash balance expiration of the Initial 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. Landlord may apply the Security Deposit to Subtenanttowards any Event of Default by Tenant and/or damages sustained by Landlord as a result thereof. If 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 Security Deposit is used Cash Security, Tenant shall pay to Landlord, as Additional Rent, the amount so expended by Landlord (or applied pursuant shall deliver an amendment to this Section 5, Sublandlord shall provide Subtenant with written 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 setting forth the amounts given by Landlord so used or applied and the purpose therefor, and Subtenant shall, within ten that at all times (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as 3-Business Day grace period herein referenced) Landlord shall be entitled to draw down upon the original letter full aggregate amount of credit) the Letter of Credit or hold the full Cash Security, or some combination thereof. Notwithstanding anything contained in an amount sufficient 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 to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited pursuant to the provisions relating to of this Section. Tenant shall be solely responsible for the condition payment of all costs associated with obtaining, replacing (as necessary), transferring, extending and maintaining the Subleased Premises upon Letter of Credit in accordance with the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain terms of this Section. The application of all or any part of the Security Deposit for the payment to any Event of Default of Tenant under this Lease shall not deprive Landlord of any amount which Sublandlord other rights or remedies Landlord may spend have, nor shall such application by reason Landlord constitute a waiver by Landlord. In addition, in the event of Subtenant’s default. The rights a termination based upon an Event of Sublandlord Default of Tenant under this Lease, or a rejection of the Lease pursuant to this Section are in addition the provisions of the Federal Bankruptcy Code, Landlord shall have the right to apply the Security Deposit (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 rights unpaid Rent and other charges which Sublandlord may have pursuant to Section 10 below. Upon the expiration of the initial term (without giving effect to 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 were due prior to the expiration date filing of the petition for protection under the Federal Bankruptcy Code. Landlord shall assign the Security Deposit to any 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 current letter Letter of credit shall constitute a separate default entitling Sublandlord, following written notice and an opportunity to cure by Subtenant, to draw down immediately and entirely on Credit which Landlord is then holding so that the current letter amended or new Letter of credit and Credit reflects the proceeds shall constitute a cash Initial Security Depositname of the new owner of the Building. With respect to any Extension Period, Subtenant shall provide to Sublandlord Within one hundred twenty (120) days after the Extension Security Deposit applicable thereto. Upon expiration or earlier termination of any Extension Period and when the Term, Landlord shall inspect the Premises, make such draw upon the Letter of Credit or apply all then-existing defaults hereunder have been cured, Sublandlord shall return the Extension Security Deposit or any portion of the Cash Security as may 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 thereof of the Cash Security, as the case may be, to Tenant. Notwithstanding the foregoing, provided that: (without interesti) no Event of Default on the part of Tenant has occurred prior to Subtenant within 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 such expiration 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 earlier termination. Notwithstanding anything in this Section 5 by an amendment to the contraryexisting Letter of Credit(s) then held by Landlord, in form and substance reasonably acceptable to Landlord, which is accepted by Landlord in writing. If Tenant does not satisfy the requirements for a 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 (but such a forfeiture of Tenant’s right to the first reduction in the amount of the Letter of Credit shall not affect Tenant’s right to receive the second reduction in the amount of the Letter of Credit 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 requirements of this Sublease, Sublandlord shall return any Security Deposit or any balance thereof (without interest) paragraph are timely satisfied with respect 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 curedsecond reduction).

Security Deposit. Within two (2) days after Subtenant’s execution and delivery Landlord acknowledges receipt, subject to clearance if by check, from Tenant of this Sublease, Subtenant shall deliver to Sublandlord an initial security deposit amount as specified in the amount of One Million Dollars ($1,000,000) (Basic Lease Provisions hereof as the “Initial Security Deposit”, such amount as partial consideration for Landlord to enter into this Lease, and together with any Extension Security Deposit held from time which is to time, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as collateral security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any rentals and other sums of money payable by Tenant under this Lease and for the faithful performance of all other covenants and agreements of Tenant hereunder; amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant said Security Deposit without interest to this Section are in addition be repaid to any rights which Sublandlord may have pursuant to Section 10 below. Upon Tenant after the expiration of the initial term (without giving effect to any Extension Periods) hereof or earlier termination of this SubleaseLease and any renewal thereof, provided Tenant shall have made all such payments, performed all 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 when 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 then-existing defaults hereunder have been cured, Sublandlord shall return the Initial or part of said Security Deposit or any balance thereof (without interest) to Subtenant within three (3) months may at Landlord’s sole option, be applied on account of such expiration or termination. Failure of Subtenant to deliver a replacement letter of credit to Sublandlord at least thirty (30) days prior to defaults, and thereafter Tenant shall promptly restore the expiration date of any current letter of credit shall constitute a separate default entitling Sublandlord, following written notice and 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 resulting deficiency in Security Deposit. With 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 Landlord’s interest in the Demised Premises be sold, Landlord may deliver or merely credit the funds deposited hereunder by Tenant to the purchaser of Landlord’s interest; and, thereupon, provided such purchaser acknowledges receipt of the Security Deposit, Landlord shall by virtue of such circumstance and these terms fully, finally, and absolutely be discharged from any further liability with respect to such Security Deposit; and this provision shall also apply to the benefit of any Extension Periodand all other deposits; and this provision shall also apply to the benefit of any and all subsequent transferees. Tenant agrees that Tenant will look solely to the Landlord or its successor(s) in interest, Subtenant as applicable, for the return of 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 provide to Sublandlord the Extension have first in writing actually acknowledged receipt of that specific Security Deposit. Tenant further agrees that 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 expiration 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 curedcannot be used as last month’s rent.

Security Deposit. Within two (2) days after Subtenant’s execution and Tenant shall deposit with Landlord, upon delivery of an executed copy of this SubleaseLease to Landlord, Subtenant shall deliver to Sublandlord an initial a security deposit (“Security Deposit”) for the performance of all of Tenant’s obligations hereunder in the amount of One Million Dollars ($1,000,000) (set forth in the “Initial Security Deposit”Basic Lease Provisions, and together with any Extension which Security Deposit held 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 “Security DepositLease”) 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 form Lease has defaulted in its obligations under the Lease, that beneficiary is barred by applicable law from sending a notice of an unconditional, irrevocable standby 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 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 reasonably acceptable to Sublandlord (an “LC”)no. Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 (10) days after receipt of such notice, deposit cash or a replacement [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 form and substance subject this draw request pursuant to the same 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 original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by SubtenantDeposit. The Security Deposit shall be held by Sublandlord Landlord as security for the faithful performance by Subtenant of all the termsTenant’s obligations under this Lease. The Security Deposit is not an advance rental deposit or a measure of Landlord’s damages in case of Tenant’s default. Upon each occurrence of a Default (as defined in Section 20), covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord Landlord may (but shall not be required to) use, apply or retain use all or any part of the Security Deposit for to pay delinquent payments due under this Lease, and the cost of any damage, injury, expense or liability caused by such Default, without prejudice to any other remedy provided herein or provided by law. Upon any such use of all or any portion of the Security Deposit, Tenant shall pay Landlord, within 5 days after demand from Landlord, the amount that will restore the Security Deposit to the amount set forth in the Basic Lease Provisions. Tenant hereby waives the provisions of any law, now or hereafter in force, which provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of Rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord for any amount which Sublandlord may spend other loss or damage, foreseeable or unforeseeable, arising out of a Default by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 belowTenant. Upon bankruptcy or other debtor-creditor proceedings involving Tenant, the expiration Security Deposit shall be deemed to be applied first to the payment of Rent and other charges due Landlord for periods prior to the initial term (without giving effect to any Extension Periods) hereof or earlier termination filing of such proceedings. If Tenant shall fully perform every provision of this SubleaseLease to be performed by Tenant, and when all then-existing defaults hereunder have been curedthe Security Deposit, Sublandlord shall return the Initial Security Deposit or any balance thereof (without interest) i.e., after deducting therefrom all amounts to Subtenant within three which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant (3) months of such expiration or termination. Failure of Subtenant to deliver a replacement letter of credit to Sublandlord or, at least thirty (30) days prior Landlord’s option, to the expiration date last assignee of any current letter of credit shall constitute a separate default entitling Sublandlord, following written notice and an opportunity to cure by Subtenant, to draw down immediately and entirely on Tenant’s interest hereunder) within 75 days after 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 expiration 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 SubleaseLease. If Landlord transfers its interest in the Premises or this Lease, Sublandlord Landlord shall return 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 balance thereof (without interest) Security Deposit then held by Landlord and remaining after the deductions permitted herein. Upon such transfer to Subtenant within three (3) months such transferee or the return of such expiration or earlier terminationthe 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 Subtenant has vacated the Subleased Premises and date on which Tenant first uses any portion of the Additional Tenant Improvement Allowance (as defined in the Work Letter), the Security Deposit shall be increased so that it equals $[***]. Tenant shall deliver the increased Security Deposit to Landlord by means of an amendment to the Letter of Credit previously issued or a replacement Letter of Credit in the amount of the increased Security Deposit, all then-existing defaults hereunder have been curedof which shall comply with the terms of this Lease.

Security Deposit. Within two (2) days after Subtenant’s execution and delivery Section 33.01. Tenant has deposited with Landlord an irrevocable letter of this Sublease, Subtenant shall deliver to Sublandlord an initial security deposit credit in the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord 225,000.00 as security for the full and faithful observance and performance by Subtenant Tenant of all the terms, covenants, covenants and conditions of this Sublease applicable to SubtenantLease. If Subtenant Tenant defaults with respect to in the observance or performance of any provision term, covenant or condition of this Sublease beyond all applicable periods of notice and cureLease, including but not limited without limitation the payment of Rent and additional rent, Landlord may, after notice to Tenant and the provisions relating to the condition expiration of the Subleased Premises upon the Expiration Dateapplicable cure period, Sublandlord may (but shall not be required to) use, apply or retain all the whole or any part of the Security Deposit security so deposited to the extent required for the payment of any amount Rent or any other sum as to which Sublandlord Tenant is in default or for any sum which Landlord may spend expend or may be required to expend by reason of Subtenant’s Tenant's default, including without limitation any damages or deficiency accrued before or after summary proceedings or other reentry by Landlord. If no Event of Default shall have occurred, then commencing with the second anniversary of rent commencement, the security deposit shall be reduced to an amount to $150,000.00. If Tenant shall fully and faithfully observe and perform all of the terms, covenants and conditions of this Lease, the security, without interest, shall be returned to Tenant after the end of the Lease Term and after delivery of entire possession of the Demised Premises to Landlord. Section 33.02. In the event of a sale, transfer or leasing of the Demised Premises by Landlord, Tenant shall have the right to transfer the security to the vendee, transferee or lessee, and upon such transferee's written assumption thereof Landlord thereupon shall be released by Tenant from all liability for the return of such security. ▇▇▇▇▇▇ agrees to look solely to such new owner or landlord for the return of said security. The rights provisions of Sublandlord pursuant this paragraph shall apply to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration every transfer or assignment of the initial term (without giving effect security to any Extension Periods) hereof a new owner or earlier termination of this Subleaselandlord. Tenant shall not assign or encumber or attempt to assign or encumber the security, and when neither ▇▇▇▇▇▇▇▇ nor the successors or assigns of Lessee shall be bound by any such assignment encumbrance, or attempted assignment or encumbrance. Section 33.03. If Landlord applies or retains all then-existing defaults hereunder have been cured, Sublandlord shall return the Initial Security Deposit or any balance thereof (without interest) portion of the security as herein provided, Tenant on demand shall pay to Subtenant within three (3) months of such expiration Landlord the amount so applied or termination. Failure of Subtenant to deliver a replacement letter of credit to Sublandlord at least thirty (30) days prior retained which shall be added to the expiration date of any current letter of credit security so that the same shall constitute a separate default entitling Sublandlord, following written notice be replenished to its former amount and an opportunity to cure by Subtenant, to draw down immediately and entirely on so that at all times the current letter of credit and the proceeds amount deposited 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 expiration or earlier termination. Notwithstanding anything in this Section 5 be equal to the contrary, if the expiration amount 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 curedsecurity required under Section 33.01.

Security Deposit. Within two 11.1 Tenant has this day deposited (2by check subject to collection) days after Subtenant’s execution with Landlord the Security Deposit as set forth in Section 1.1 (N), above, to secure the full and delivery faithful performance by Tenant of all the terms, covenants and conditions of this Sublease, Subtenant shall deliver to Sublandlord an initial security deposit in the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit without documents, i.e., no obligation on SublandlordLease upon T▇▇▇▇▇’s part to present anything be performed, which sum shall be returned to Tenant without interest after the expiration of the Term, provided Tenant has fully and faithfully carried out all of the terms, covenants and conditions on Tenant’s part to be performed (but a sight draft, no such return shall be deemed an estoppel against or an admission by Landlord that Tenant is then in compliance 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 reasonably acceptable to Sublandlord (an “LC”its obligations). Notwithstanding Landlord shall have the foregoingright to use, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, and upon Sublandlord’s receipt of such LC, Sublandlord shall promptly return the cash balance of the Initial Security Deposit to Subtenant. If apply or retain any portion part or all of the Security Deposit is used to remedy any default of Tenant hereunder, repair damage to Premises or applied pursuant to this Section 5other property of Landlord caused by Tenant or any of its agents, Sublandlord shall provide Subtenant with written notice setting forth employees, invitees or licensees, or expenses of re-renting and redecorating the amounts so used or applied and Premises in the purpose thereforevent 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, and Subtenant Tenant shall, within ten (10) days after receipt 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 noticeSecurity Deposit. In the event of a sale of the Property, deposit cash or a replacement letter of credit (in form and substance subject Landlord shall have the right to the same requirements as the original letter of credit) in an amount sufficient to restore transfer the Security Deposit to the required balance hereunder at vendee for the benefit of Tenant, and, after notice to Tenant of such time. Subtenant’s failure to do so sale and the name of the new landlord, Landlord 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, and it is agreed that this shall apply to every transfer or assignment made of the Security Deposit to a material default and breach of this Sublease by Subtenantnew landlord. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) usemortgaged, apply assigned or retain all or any part encumbered by Tenant without the prior written consent of the Security Deposit for the payment of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration of the initial term (without giving effect to 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 separate default entitling Sublandlord, following written notice and 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 expiration 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 curedLandlord.

Security Deposit. Within two 11.1 The Contractor shall no later than seven (27) days after Subtenant’s execution and delivery from the date of this SubleaseAgreement, Subtenant furnish a security deposit by way of a banker’s guarantee issued by a reputable bank acceptable to 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 amounts sufficient to comprise the security deposit, and shall deliver to Sublandlord an initial 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 One Million Dollars the security deposit set out in Clause 11.1 above until the thirtieth ($1,000,00030th ) (day after the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form last date of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days expiry of the effective date of this Sublease, Warranty Period and upon Sublandlord’s receipt of such LC, Sublandlord shall promptly return following 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment deduction of any amount which Sublandlord may spend by reason 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 Subtenantthe 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 default. The rights of Sublandlord guarantee pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon Clause 11.1 and if the expiration of Buyer anticipates that the initial term (without giving effect to any Extension Periods) hereof or banker’s guarantee will expire 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 than thirty (30) days prior to from the expiration last date of any current letter 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 credit the Warranty Period. If the Contractor fails to make such extension within seven (7) days from the date of such notice, the Buyer shall constitute a separate default entitling Sublandlord, following written notice and an opportunity be entitled to cure by Subtenant, to draw down immediately and entirely call 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 expiration 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 curedbanker’s guarantee.

Security Deposit. Within two (2) days after Subtenant’s Tenant, concurrently with the execution and delivery of this SubleaseLease, Subtenant shall deliver has delivered to Sublandlord an initial security deposit Landlord a clean, irrevocable letter of credit (the “Letter of Credit”) established in Landlord’s (and its successors’ and assigns’) favor in the amount of One Million Dollars ($1,000,000) [**] [Confidential Treatment] (the “Initial Security DepositLetter of Credit Amount”), and together with any Extension Security Deposit held from time issued by a federally insured banking or lending institution acceptable to time, Landlord in the form of Exhibit H attached hereto as a 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, 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 form full Letter of an unconditionalCredit Amount satisfying all of the terms and conditions of this paragraph issued by a financial institution acceptable to Landlord (in its reasonable opinion), irrevocable standby letter of credit 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 substantially the same form reasonably acceptable to Sublandlord as Exhibit H within twenty (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 (1020) days after receipt of notice from Landlord of such notice, deposit cash draw or a replacement letter of credit (in form and substance subject to Landlord’s determination that the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such timeissuer is no longer acceptable. Subtenant’s failure 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 material default and breach cash security deposit. In the event that the Letter of Credit has an expiration date earlier than the expiration date of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for Lease and Tenant has not presented to Landlord a replacement Letter of Credit which complies with the faithful performance by Subtenant of all the terms, covenants, terms and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply Lease on or retain all or any part of the Security Deposit for the payment of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration of the initial term (without giving effect to 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 before thirty (30) days prior to the expiration date of any current 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 held by Landlord as security for the performance of Tenant’s obligations hereunder. Any interest earned on any proceeds of the Letter of Credit shall be the property of Landlord. If Landlord elects to draw under the Letter of Credit and to hold the proceeds of the drawing under the Letter of Credit as a cash security deposit, such action shall not be deemed a cure of any default by Tenant hereunder (other than the failure to deliver a replacement letter of credit credit) but, upon delivery of an acceptable replacement letter of credit, Landlord shall constitute release the cash proceeds then held by Landlord to Tenant. Tenant acknowledges that any proceeds of a separate default entitling Sublandlord, following written notice draw made under the Letter of Credit and an opportunity 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 full force and effect at the time such amounts are applied by SubtenantLandlord to cure or satisfy any such obligation of Tenant. Tenant hereby affirmatively disclaims any interest Tenant has, may have, claims to draw down immediately have, or may claim to have in any proceeds drawn by Landlord under the Letter of Credit and entirely on held in accordance with the current letter terms hereof. Without limiting the generality of credit the foregoing, Tenant expressly acknowledges and agrees that at the proceeds shall constitute a cash Initial Security Deposit. With respect to any Extension Period, Subtenant shall provide to Sublandlord end of the Extension Security Deposit applicable thereto. Upon Lease Term (whether by expiration or earlier termination hereof), and if Tenant is not then in default under this Lease, Landlord shall return to the issuer of the Letter of Credit or its successor (or as such issuer may direct in writing) any remaining and unapplied proceeds of any Extension Period prior draws made under the Letter of Credit, and when all then-existing defaults hereunder Tenant shall have been curedno rights, Sublandlord 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 (and otherwise in compliance with the provisions of 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 Tenant the Extension Security Deposit or any balance thereof (without interest) to Subtenant within three (3) months Letter of such expiration or earlier terminationCredit then held by Landlord. Notwithstanding anything Landlord shall release the letter of credit in this Section 5 the amount of [**] [Confidential Treatment], which Landlord is holding pursuant to the contraryOriginal Lease, if the expiration upon receipt of the initial term or any Extension Period shall also represent the occurrence Letter 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 curedCredit required hereunder.

Security Deposit. Within two (2a) days after Subtenant’s Tenant shall, upon the execution and delivery of this Subleaselease by Tenant, Subtenant shall deliver to Sublandlord an initial security deposit with Landlord a letter of credit issued in favor of the Landlord in the amount sum of One Million Seventy Thousand Dollars ($1,000,00070,000.00) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance and observance by Subtenant 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 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 New York Clearing House Association or other association accepted by Landlord; (iii) provide for payment of all or any portion of the terms, covenants, and conditions 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 Landlord is entitled to such amount pursuant to the terms of this Sublease applicable Lease; and (iv) be otherwise in form and substance reasonably satisfactory to SubtenantLandlord. 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. (c) If Subtenant (x) Tenant defaults with respect to in the full and prompt payment and performance of any provision of Tenant's covenants and obligations under this Sublease beyond all applicable periods of notice and cureLease, including but not limited 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 provisions relating to the condition of the Subleased Premises upon the Expiration Dateexpiry thereof, Sublandlord may (Landlord may, but shall not be required to) , draw upon such letter of credit and use, apply or retain all the whole or any part of the Security Deposit proceeds thereof, to the extent required for the payment of any amount Fixed Rent and Additional Charges or any other sums as to which Sublandlord Tenant is in default or for any sum which Landlord may spend expend or may be required to expend by reason of Subtenant’s default. The rights Tenant's default in respect of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration of the initial term (without giving effect 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 Extension Periods) hereof proceeds thereof which have not been so used, applied or retained and any additional amounts 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 SubleaseLease (except by reason of Tenant's default) and after delivery to Landlord of possession of the entire Premises. In the event of any sale, transfer or 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 shall have the right to transfer the letter of credit, any proceeds thereof which have not been so used, applied or retained and/or such additional amounts deposited with Landlord, as the case may be, to the vendee, transferee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return or payment thereof, and when all then-existing defaults hereunder Tenant shall look solely to the new landlord for the return or payment of the same. 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 same. Except in connection with an assignment of this Lease permitted under Article 8, Tenant shall not assign or encumber or attempt to assign or encumber the letter of credit, 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 curedso used, Sublandlord shall applied or retained and such additional amounts deposited with Landlord, Landlord may return the Initial Security Deposit security to the original Tenant regardless of one or any balance thereof (without interest) to Subtenant within three (3) months more assignments of such expiration or terminationthis Lease. Failure of Subtenant to deliver a Any replacement letter of credit to Sublandlord at least thirty shall be in the same amount (30except as otherwise provided in the first sentence of this Section 37.1) days prior to and in substantially the expiration date of any current same form as the letter of credit being replaced and shall constitute be issued by a separate commercial bank which is a member of the New York Clearing House (or successor) or other bank reasonably acceptable to Landlord and shall be for a term of at least one year. (d) Provided Tenant is not then in default entitling Sublandlord, following written notice under this Lease and an opportunity to cure by Subtenant, to draw down immediately and entirely on the current Landlord has not drawn upon such letter of credit as provided herein, Tenant shall have the right, upon reasonable prior notice to Landlord, to replace such letter of credit with a good and the proceeds shall constitute a cash Initial Security Deposit. With respect sufficient check payable to Landlord, or to any Extension Period, Subtenant shall provide Superior Mortgagee which is then holding such letter of credit; such check to Sublandlord be in the Extension Security Deposit applicable thereto. Upon expiration or earlier termination of any Extension Period Amount drawn on 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 expiration or earlier termination. Notwithstanding anything in this Section 5 to the contrary, if the expiration certified by a New York City bank which is then a member of the initial term New York Clearing House 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.a successor

Security Deposit. Within two (2A) days after SubtenantUpon Tenant’s execution and delivery submission of this SubleaseLease, Subtenant as a condition to the effectiveness of this Lease, Tenant shall deliver to Sublandlord an initial security deposit Landlord a Lease Bond in the amount favor of One Million Dollars ($1,000,000) Landlord issued by Zurich Insurance Company or other surety acceptable to Landlord in Landlord’s sole discretion (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security DepositSurety”) in the form attached hereto as Exhibit G and that otherwise conforms to the requirements of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord this Article (an “LCLease Bond”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, and upon Sublandlord’s receipt of such LC, Sublandlord The Lease Bond 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord serve as security for the prompt, full and faithful performance by Subtenant 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 time permitted under 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 Sublease applicable Lease on Tenant’s part to Subtenant. If Subtenant defaults be observed and performed, with respect the same rights as hereinabove set forth to apply or retain the same in the event of any provision 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 Sublease beyond all applicable periods of notice Article 30. The Lease Bond shall not prevent Landlord from exercising any other right or remedy provided hereunder or under any Law and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) useconstrued as liquidated damages. In no event shall the Lease Bond be considered an advance payment of Rent, apply or retain all or any part of and in no event shall Tenant be entitled to use the Security Deposit Lease Bond for the payment of Rent. Landlord shall transfer the Lease Bond to any amount which Sublandlord may spend 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 reason of Subtenant’s defaultTenant. The rights 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 Sublandlord pursuant 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 Section are Lease by virtue of a change in addition to 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 rights which Sublandlord may have pursuant to Section 10 below. Upon further written notice or amendment, for successive minimum one year periods through the sixtieth (60th) day after the expiration of the initial term (without giving 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 any Extension Periods) hereof or earlier termination of this Subleaseassure that Landlord is at all times fully secured by a valid Lease Bond under which Landlord, its successors and when all then-existing defaults hereunder have been curedassigns, Sublandlord shall return may receive full payment. Landlord reserves the Initial Security Deposit or any balance thereof (without interest) right to Subtenant within three (3) months of such expiration or termination. Failure of Subtenant to deliver require that Tenant provide a replacement 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 Sublandlord 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 date of any current 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 constitute a separate default entitling Sublandlordserve as security for the prompt, following written notice full and an opportunity 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 time permitted under this Lease, Landlord may draw on the Letter of Credit 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 draw on the Letter of Credit for the unamortized portion of all inducement amounts expended by SubtenantLandlord in connection with this Lease including, without limitation, to draw down immediately reimburse Landlord for the Construction Allowance and entirely broker commissions, such amortization to be on a straight line basis from the current letter 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 credit such cash drawn from the Letter of Credit for the faithful performance and observance by Tenant of the proceeds 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 Letter of Credit shall constitute a cash Initial Security Depositnot prevent Landlord from exercising any other right or remedy provided hereunder or under any Law and shall not be construed as liquidated damages. With 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 Extension Periodapplicable time permitted under this Lease, Subtenant shall provide or in the event that Tenant owes any amounts 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 expiration or earlier termination. Notwithstanding anything in this Section 5 to the contrary, if Landlord upon the expiration of this Lease, Landlord may use or apply the initial term whole or any Extension Period shall also represent the occurrence part of the Expiration DateLetter of Credit proceeds for the payment of Tenant’s obligations hereunder. The Letter of Credit shall be: (a) in form and substance satisfactory to Landlord 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 acceptable to Landlord 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 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 that Landlord is drawing; (f) 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, unless the issuer notifies Landlord in writing, at least sixty (60) days 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 upon current 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 date of such expiration Letter of Credit, either (1) renewed (or earlier termination, automatically and after Subtenant has vacated unconditionally extended) from time to time through the Subleased Premises and all then-existing defaults hereunder have been cured.sixtieth

Security Deposit. Within two (2) days after Subtenant’s Concurrent with the execution and delivery of this SubleaseLease, Subtenant shall deliver Tenant has delivered to Sublandlord an initial security deposit Landl▇▇▇ ▇ Letter of Credit (as hereinafter defined) in the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) specified in the form of an unconditionalBasic Lease Information, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance and observance by Subtenant Tenant of all the terms, covenants, covenants and conditions of this Sublease applicable Lease. The Letter of Credit shall be in the form of a clean, irrevocable, non-documentary and unconditional letter of credit (the “Letter of Credit”) issued by and drawable upon a commercial bank which is reasonably satisfactory to SubtenantLandlord (the “Issuing Bank”), which has outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by Moody’s Investors Service and “▇▇” ▇r better by Standard & Poor’s Rating Service, and has combined capital, surplus and undivided profits of not less than $2,000,000,000. If Subtenant defaults with respect to any provision For the avoidance of this Sublease beyond all applicable periods doubt, the Landlord acknowledges that Silicon Valley Bank is an acceptable Issuing Bank. The Letter of notice and cureCredit shall (a) name Landlord as beneficiary, including but (b) have a term of not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Dateless than one (1) year, Sublandlord may (but shall not c) permit multiple drawings, (d) be required to) use, apply or retain all or any part of the Security Deposit for fully transferable by Landlord without the payment of any amount which Sublandlord may spend fees or charges by reason of Subtenant’s defaultLandlord, and (e) otherwise be in form and content reasonably satisfactory to Landlord. The rights Letter of Sublandlord pursuant to this Section are Credit, if in addition to the form attached as Exhibit G shall be satisfactory. If upon any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration transfer of the initial term Letter of Credit, 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 shall be deemed automatically renewed, without amendment, for consecutive periods of one (without giving effect to any Extension Periods1) hereof or earlier termination year each thereafter during the Lease Term (and in no event shall the Letter 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 Credit expire prior to the 60th day following the Expiration Date) unless the Issuing Bank sends duplicate notices (the “Non-Renewal Notice”) to Landlord not less than 60 days next preceding the then expiration date of any current letter the Letter of credit Credit stating that the Issuing Bank has elected not to renew the Letter of Credit. The Issuing Bank shall constitute a separate default entitling Sublandlordagree with all drawers, following written notice endorsers and an opportunity to cure by Subtenant, to draw down immediately bona fide holders that drafts drawn under and entirely on in compliance with the current letter terms 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 Letter 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 expiration or earlier termination. Notwithstanding anything in this Section 5 Credit will be duly honored upon presentation to the contraryIssuing Bank at an office location in Boston, if Massachusetts or otherwise by facsimile presentment. Except as otherwise expressly stated herein, this Letter of Credit is governed by and subject to the expiration “International Standby Practices of the initial term or any Extension Period shall also represent the occurrence ISP 98 (1998 Revision), International Chamber 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 curedCommerce Publication No. 590.”

Security Deposit. Within two (2) days after Subtenant’s Tenant shall, upon execution and delivery of this SubleaseLease, Subtenant provide to Landlord an irrevocable letter of credit, in the form attached hereto as Exhibit D, issued by a bank reasonably acceptable to Landlord. The letter of credit shall deliver to Sublandlord an initial security deposit be in the amount of One Million Six Hundred and Fifty Thousand and 00/100 Dollars ($1,000,000650,000.00) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, shall constitute the “Security Deposit”) ” for the full and faithful performance by Tenant of all of the terms, conditions and covenants contained in the form Lease on the part of an unconditionalthe Tenant to be performed, irrevocable standby including but not limited to the payment of rent. Such letter of credit without documents, i.e., no obligation shall automatically renew on Sublandlord’s part to present anything but an 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 sight draft, with Sublandlord as beneficiary, drawable in whole or in part, providing for payment in Boston, Massachusetts, on presentation replacement letter of Sublandlord’s drafts on sight, providing for multiple draws and multiple successors and otherwise both from a bank and in a form reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within credit at least forty-five (45) days prior to the expiration date thereof, Landlord may immediately draw upon such letter of credit and hold the effective date of this Sublease, and upon Sublandlord’s receipt cash proceeds thereof in lieu of such LC, Sublandlord shall promptly return the cash balance letter of the Initial Security Deposit to Subtenantcredit. If any portion of the Security Deposit is used or applied All sums held by Landlord pursuant to this Section 5Article 4 shall be without interest. Landlord may, Sublandlord shall provide Subtenant with written notice setting forth at its option, draw upon the amounts so used letter of credit in the event of a default by Tenant of any term, condition or applied covenant in the Lease; and the purpose thereforif Landlord does so, and Subtenant 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, within ten sixty (1060) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition expiration date of the Subleased Premises Lease Term. Notwithstanding the above, provided Tenant has not been in default hereunder beyond any applicable cure period, Tenant shall have the right (i) on March 1, 2011 upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration of the initial term (without giving effect to 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 written notice to Landlord to reduce the expiration date of any current letter of credit shall constitute a separate default entitling Sublandlordto Three Hundred Twenty-Five Thousand and 00/100 Dollars ($325,000.00), following and (ii) on March 1, 2015 upon thirty (30) days prior written notice and an opportunity to cure by Subtenant, Landlord to draw down immediately and entirely on reduce the current letter of credit to zero 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 Landlord shall return the Extension Security Deposit or any balance thereof (without interest) original letter of credit to Subtenant within three (3) months of such expiration 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 curedTenant.

Security Deposit. Within two Unless Tenant has made the LC Election pursuant to Section 3.2, Tenant shall pay to and deposit with Landlord an amount equal to three and (23) days after Subtenant’s execution and delivery monthly payments of Base Rent as of the Commencement Date (subject to increase as described in this Sublease, Subtenant shall deliver to Sublandlord an initial Section 3.1) as security deposit in the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in for the form full and faithful performance by Tenant of an unconditionaleach and every term, irrevocable standby letter of credit without documentsprovision, 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 covenant and multiple successors and otherwise both from a bank and in a form reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date condition of this Sublease, 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by SubtenantLease. The Security Deposit shall be held paid by Sublandlord as security for Tenant and deposited with Landlord in three (3) equal monthly installments, with the faithful performance by Subtenant first (1st) installment due on or prior to the Commencement Date, the second (2nd) installment due on or prior to the first (1st) Business Day of all the terms, covenantssixth (6th) calendar month of the Term, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to third (3rd) installment due on the provisions relating to the condition first (1st) Business Day of the Subleased Premises upon ninth (9th) calendar month of the Expiration Date, Sublandlord may (but Term. 3.1.1 The Security Deposit shall not be required deemed an advance payment of Rent or a measure of Landlord’s damages for any default under this Lease by Tenant, nor shall it be a bar or defense to any action that Landlord may at any time commence against Tenant. The Security Deposit shall be the property of Landlord and it may commingle the Security Deposit with other assets of Landlord, and Tenant shall not be entitled to any interest on the Security Deposit. 3.1.2 Upon the occurrence of any Event of Default, Landlord, at its option and in such order as Landlord in its sole discretion may determine, may apply the Security Deposit to any (a) obligation of Tenant under this Lease, or (b) Losses that Landlord may incur in connection with, or related to) use, apply or retain all this Lease, or any Event of Default under this Lease, whether such obligation or Loss accrues before or after the Event of Default. 3.1.3 If Landlord sells or transfers the Premises or Landlord ceases to have an interest in the Premises, Landlord may remit any unapplied part of the Security Deposit for to the successor owner of the Premises, and from and after such payment or transfer, Landlord shall be relieved of all liability with respect thereto. In the case of any partial transfer or cessation, Landlord may transfer such portion of the Security Deposit as Landlord allocates to such part of the Premises, in its reasonable discretion, and from and after such partial transfer or cessation, Landlord shall be relieved of all liability only with respect to such portion of the Security Deposit so transferred. 3.1.4 If Landlord applies the Security Deposit (or any portion thereof), Tenant shall replenish the Security Deposit in full within five (5) Business Days after demand by Landlord, by paying to Landlord the amount which Sublandlord may spend by reason of Subtenant’s defaultthe Security Deposit as so applied. The rights amount of Sublandlord the Security Deposit is also subject to adjustment from time to time pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration provisions of the initial term (without giving effect to 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 separate default entitling Sublandlord, following written notice and 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 expiration 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 curedSections 6.12.

Security Deposit. Within two (2a) days after SubtenantLandlord hereby acknowledges receipt from Six ▇▇▇▇▇, LLC of Tenant’s execution and delivery of this Sublease, Subtenant shall deliver to Sublandlord an initial security deposit funds in the amount of One Million Twenty Thousand Dollars ($1,000,00020,000.00) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”), comprising a portion of the $100,000.00 security deposit held by Six ▇▇▇▇▇, LLC from Tenant under the Lease dated September 9, 2013. The Security Deposit will be held by Landlord as the Security Deposit hereunder. (b) Tenant shall have the option to deliver, in lieu of cash a Letter of Credit (as defined herein), in the amount of the Security Deposit, on or before the Deposit Date. The Security Deposit, whether delivered in the form of an unconditional, irrevocable standby letter cash or a Letter of credit without documents, i.e., no obligation on SublandlordCredit shall serve as security for the full and faithful performance of Tenant’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 obligations under this Lease. Tenant agrees and multiple successors and otherwise both from a bank and in a form reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial acknowledges that any Security Deposit in cash formis not an advance rent deposit or advance payment of any kind, provided that Subtenant delivers an LC to Sublandlord to replace nor any measure of Landlord’s damages upon default. Within thirty (30) days after expiration of the cash Initial Term or earlier termination, the Security Deposit within forty-five shall be returned to Tenant, reduced by those amounts that may be required by Landlord to remedy defaults (45beyond any applicable notice and cure periods) days on the part of Tenant in the effective date payment of Rent, to repair damages to the Premises caused by Tenant, to clean the Premises to the extent the Premises are not left in the condition required under this Sublease, Lease and upon Sublandlord’s receipt of for any other cost or expense to which Landlord may be permitted to apply such LC, Sublandlord shall promptly return the cash balance of the Initial Security Deposit to Subtenantunder this Lease and applicable law. If any portion amount of the Security Deposit is used or applied pursuant by Landlord to this Section 5cure any default (beyond any applicable notice and cure periods) hereunder, Sublandlord shall provide Subtenant with written notice setting forth the amounts so used or applied and the purpose therefor, and Subtenant shall, then within ten (10) days after receipt written notice from Landlord of such noticeapplication (which shall include a description of the obligation that the Security Deposit was applied to satisfy), deposit cash or Tenant shall deliver to Landlord a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount payment sufficient to restore the Security Deposit to the required balance amount specified subsection (a), as reduced pursuant to subsection (f), below. (c) Tenant may elect to deliver an irrevocable, unconditional letter of credit, in form and substance reasonably satisfactory to Landlord and drawn on a bank reasonably satisfactory to Landlord in lieu of the cash Security Deposit hereunder at such time(a “Letter of Credit”). Subtenant’s failure to do so Landlord confirms that Five Star Bank, a New York state chartered community bank, is a satisfactory issuing bank of the Letter of Credit, provided the Letter of Credit shall provide that it shall be drawable at a material default and breach Five Star Bank branch location in Northern California. Any Letter of this Sublease by Subtenant. The Security Deposit Credit shall be held by Sublandlord as security for in the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) use, apply or retain all or any part amount of the Security Deposit for the payment of any amount which Sublandlord from time to time as may spend by reason of Subtenant’s default. The rights of Sublandlord be reduced pursuant to this Section are in addition to any rights which Sublandlord may subsection (f), below and shall have pursuant to Section 10 below. Upon an expiration date no earlier than the expiration of the initial term Term, or if the expiration date shall occur prior to the expiration of the Term, such Letter of Credit shall be replaced as provided in subsection (without giving effect d), below, prior to any Extension Periodsthe expiration thereof. (d) hereof or earlier termination of this Sublease, and when all then-existing defaults hereunder have been cured, Sublandlord Tenant 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 provide a replacement letter Letter of credit to Sublandlord Credit at least thirty forty-five (3045) days prior to the expiration date of any current letter then effective Letter of credit shall constitute a separate default entitling SublandlordCredit, following which meets the requirements of this Lease. If Tenant fails to provide such replacement Letter of Credit, and such failure continues for ten (10) days after Tenant receives written notice from Landlord or any First Lender of such nonrenewal, Landlord may present, or cause to be presented, any Letter of Credit then held by Landlord for payment, and an opportunity hold the cash proceeds thereof as security for the performance by Tenant of its obligations under this Lease, subject to the other terms and conditions of this Paragraph 3. (e) Any portion of the Security Deposit not applied to cure by Subtenanta Tenant default (beyond any applicable notice and cure periods) hereunder, for the prepayment of Rent, or for any other purpose permitted under this Lease shall be paid over to draw down immediately and entirely on Tenant (or if 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 is held in the form of a Letter of Credit, the original Letter of Credit shall be returned) within thirty (30) days after expiration of the Term or earlier termination of any Extension Period and when all then-existing defaults hereunder have been cured, Sublandlord hereof. Landlord shall return hold the Extension Security Deposit for the foregoing purposes; provided, however, that Landlord shall have no obligation to segregate the Security Deposit from its general funds or to pay interest thereon. Tenant hereby waives any and all rights it may have under Section 1950.7, of the Civil Code, or any balance thereof (without interest) to Subtenant within three (3) months successor thereto that are inconsistent with the provisions of this Lease. If Landlord conveys or transfers its interest in the Premises, and as a part of such expiration conveyance or earlier termination. Notwithstanding anything transfer, assigns its interest in this Section 5 Lease, the Security Deposit, or any portion thereof not previously applied, shall be transferred to Landlord’s successor, and Landlord shall be released and discharged from any further liability to Tenant with respect to such Security Deposit. (f) Notwithstanding the contraryforegoing, if the amount of the Security Deposit shall be reduced to Ten Thousand Dollars ($10,000.00), on and after the expiration of the initial term or any Extension Period shall also represent the occurrence twelfth (12th) full calendar month, so long as no event of default (beyond applicable notice and cure periods) by Tenant under this Lease then exists as of the Expiration Datedate of the relevant reduction of the Security Deposit and the date any excess Security Deposit is to be returned hereunder. Such reduction may be accomplished by amendment of the Letter of Credit, then upon expiration or earlier termination provided the Letter of Credit otherwise complies with the provisions of this Sublease, Sublandlord shall return any Lease. If the Security Deposit is held as cash, within ten (10) business days following the date of the relevant reduction of the Security Deposit, Landlord shall pay to Tenant any excess held by Landlord over the required amount of the Security Deposit, as so reduced. If Landlord does not timely pay Tenant such excess, Tenant shall have the right to credit such excess against future payments of Monthly Base Rent under this Lease, in addition to other remedies Tenant may have at law or any balance thereof (without interest) in equity arising from Landlord’s failure 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 curedtimely pay.

Security Deposit. Within two (2) days after SubtenantA. Concurrent with ▇▇▇▇▇▇’s execution and delivery of this SubleaseLease, Subtenant Tenant shall deliver to Sublandlord an initial security deposit in Landlord the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit without documents, i.e., no obligation on Sublandlord’s part to present anything but either 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 reasonably acceptable to Sublandlord cash deposit (an the “LCCash Deposit”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form the “Letter of Credit”). The Letter of Credit shall be issued by a bank approved by Landlord and substance shall be clean, unconditional, irrevocable, freely transferable, and subject to Landlord’s approval (as determined in Landlord’s sole discretion) at all times. Tenant shall keep the Letter of Credit in full force and effect at all times during the Term, as the same requirements as may be extended (and during any holding over by Tenant after the original letter of creditTerm) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may sixty (but shall not be required to60) use, apply or retain all or any part of the Security Deposit for the payment of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon days after the expiration of the Term (or such holding over). The initial term Letter of Credit shall expire no sooner than twelve (without giving effect to 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 (312) months from the delivery date. The Letter of such expiration Credit must be satisfactorily renewed or termination. Failure of Subtenant to deliver a replaced with replacement letter letters of credit to Sublandlord at least meeting all of the above requirements except that the expiration date shall be no less than twelve (12) months from the date of issuance. Such renewal or replacement letters of credit must be in Landlord’s possession no later than thirty (30) days prior to the expiration date of any the then current letter of credit credit. Tenant shall constitute a separate default entitling Sublandlordbe responsible for obtaining such renewal or replacement Letter of Credit at its sole expense. Failure to renew the Letter of Credit in accordance with the foregoing will entitle Landlord to present the Letter of Credit for payment, following written without providing Tenant any notice and an or opportunity to cure by Subtenantcure, to draw down immediately and entirely on the current letter of credit and the proceeds entire sum drawn thereunder shall constitute be held by Landlord as provided below. B. In the event of a cash Initial Security Deposit. With respect transfer of Landlord’s interest in the Building, Landlord shall have the right to any Extension Period, Subtenant shall provide to Sublandlord transfer the Extension Security Deposit applicable thereto. Upon expiration to the transferee and thereupon 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 earlier termination assignment of any Extension Period and when all then-existing defaults hereunder have been cured, Sublandlord shall return the Extension Security Deposit to a new landlord. C. Tenant covenants that it will not assign or encumber the Security Deposit or any balance part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. D. In the Event of a Default, in addition to any or all of its other remedies contained in this Lease, Landlord shall have the right (without interestbut not the obligation) to Subtenant draw down on the Cash Deposit or present the Letter of Credit for payment and to draw thereon, in whole or in part. In the event of any such draw, Tenant shall forthwith replenish the Cash Deposit or provide Landlord with an additional letter of credit in an amount sufficient to restore the aggregate amounts of the Letter(s) of Credit held by Landlord. Landlord may use or apply the whole or any part of the amounts drawn on the Letter of Credit (the “Proceeds”) for the payment of Tenant’s obligations under the Lease. At Landlord’s election, any Proceeds not otherwise applied to amounts then due Landlord shall serve as security for the prompt, full, and faithful performance by Tenant of the terms and provisions of this Lease. Tenant’s obligation to furnish the Letter of Credit and any use, application or retention by Landlord of all or any part of the Proceeds shall not be deemed in any way to constitute liquidated damages for any default by Tenant, or to limit the remedies to which Landlord is otherwise entitled under the terms of this Lease. In the event the Proceeds are reduced below the amount of the Letter of Credit by such use or application, Tenant shall deposit with Landlord, within three ten (310) months days after notice, an amount sufficient to restore the amount of such expiration or earlier termination. Notwithstanding anything in this Section 5 the Proceeds to the contraryamount of the Letter of Credit. Landlord shall not be required to keep the Proceeds separate from Landlord’s general funds or pay interest on the Proceeds. Provided Tenant has performed all of its obligations under this Lease, if any remaining portion of the Proceeds shall be returned to Tenant within sixty (60) days subsequent to the Expiration Date. No trust or fiduciary relationship is created herein between Landlord and ▇▇▇▇▇▇ with respect to the Proceeds. If Landlord transfers the Premises during the Term of this Lease, Landlord may pay the Proceeds to Landlord’s successor-in-interest, in which event the transferring Landlord shall be released from all liability for the return of the Proceeds. ▇. ▇▇▇▇▇▇▇▇ shall return the Security Deposit to Tenant within sixty (60) days following the expiration of the initial term Term; provided however, no such release shall occur at any time when Tenant has failed to perform any of its obligations under the Lease, regardless of whether any applicable notice 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 cure periods have been curedexpired.

Security Deposit. Within two (2) days after Subtenant’s execution and delivery Section 40.1 Tenant has deposited with Landlord on the signing of this Sublease, Subtenant shall deliver to Sublandlord an initial security deposit in the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 Lease the Security Deposit is used or applied pursuant to this by Letter of Credit (as defined and further described in Section 540.2), Sublandlord shall provide Subtenant with written notice setting forth the amounts so used or applied and the purpose therefor, and Subtenant shall, within ten (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance and observance by Subtenant Tenant of all the terms, covenants, provisions and conditions of this Sublease applicable to SubtenantLease. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to Tenant agrees that in the provisions relating to the condition event of the Subleased Premises occurrence of an Event of Default, Landlord may draw upon the Expiration Date, Sublandlord may (but shall not be required to) Letter of Credit and use, apply or retain all the whole or any part of such proceeds, to the Security Deposit extent required for the payment of any amount Fixed Rent, Escalation Rent, or any other sum as to which Sublandlord Tenant is in default, or for any sum that Landlord may spend expend or may be required to expend by reason of Subtenant’s defaultthe default (including any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord). The rights of Sublandlord pursuant to this Section are in addition to If Landlord applies or retains any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration portion or all of the initial term (without giving effect 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 shall be the amount set forth on the Reference Page. Provided there is no uncured default, any balance of 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 any Extension Periods) hereof or earlier termination Tenant after the Expiration Date and after delivery of possession of the entire Premises to Landlord in accordance with the terms of this SubleaseLease. Section 40.2 Tenant shall deliver to Landlord a clean, irrevocable 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 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 UBS Financial Services, Inc. (together with the issuer of any replacement Letter of Credit, the “Issuer”), which Letter of Credit shall have a term of not less than one year, be in form and content satisfactory to Sublandlord Landlord, be for the account of Landlord and be in the amount of the Security Deposit set forth in the Reference Page. The form of letter of credit annexed to this Lease as Schedule E is satisfactory. The Letter of Credit shall provide that: (1) The Issuer 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 amendment, for consecutive periods of one year each during the Term, unless the Issuer 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 any current letter the Letter of credit shall constitute a separate default entitling Sublandlord, following written notice and an opportunity to cure by SubtenantCredit, 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 Fixed Expiration Date; and (4) The Letter of Credit shall be transferable by Landlord as provided in Section 40.4. Any replacement Letter of Credit shall be issued by a commercial bank or other financial institution approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed) upon which presentation may be made in the City of New York or by facsimile presentation with original to follow which shall have combined capital, surplus and undivided profits of at least One Billion Dollars ($1,000,000,000) and a financial strength rating of at least “A” and a long-term bank deposit rating of at least “Aa”, as published by ▇▇▇▇▇’▇ Investors Services, Inc., or its successor (collectively, the “Issuer Criteria”). If at any time during the Term, the Issuer does not maintain the Issuer Criteria, then Landlord may so notify Tenant and, unless Tenant delivers a replacement Letter of Credit from another bank or financial institution meeting the Issuer Criteria within thirty (30) days after receipt of such notice, Landlord may draw down immediately the full amount of the Letter of Credit and entirely on the current letter of credit and hold the proceeds shall constitute as a cash Initial security deposit in accordance with all Laws. Landlord shall release such proceeds to Tenant upon delivery to Landlord of a replacement Letter of Credit complying with the terms of this Article 40. Section 40.3 Landlord, after receipt of the Non-Renewal Notice, shall have the right to draw the entire amount of the Letter of Credit and to hold the proceeds as a cash Security Deposit. With respect Landlord shall release such proceeds to any Extension PeriodTenant upon delivery to Landlord of a replacement Letter of Credit complying with the terms hereof. Section 40.4 In the event of the sale or lease or other conveyance of the Building or the Real Property, Subtenant Landlord shall provide transfer the Security Deposit, without charge for such transfer to Sublandlord Landlord, the Extension purchaser, lessee or other transferee, 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 the provisions hereof shall apply to every transfer or assignment made of the Security Deposit applicable theretoto a new Landlord. Upon expiration Tenant shall execute such documents as may be necessary to accomplish such transfer or earlier termination assignment of any Extension Period and when all then-existing defaults hereunder have been curedthe Letter of Credit. Section 40.5 Tenant covenants that it will not assign or encumber, Sublandlord shall return or attempt to assign or encumber, the Extension Security Deposit held hereunder, 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 that any bankruptcy, insolvency, reorganization or other debtor-creditor proceedings shall be instituted by or against Tenant, its successors or assigns, or any balance thereof (without interest) guarantor of Tenant hereunder, the security shall be deemed to Subtenant within three (3) months be applied to the payment of the Fixed Rent and Additional Rent due Landlord for periods prior to the institution of such expiration proceedings and the balance, if any, may be retained by Landlord in partial satisfaction of Landlord’s damages. Section 40.6 Provided that no Event of Default shall have occurred and then be continuing at any time on or earlier terminationafter the third (3rd) anniversary of the Rent Commencement Date, Tenant may reduce the Security Deposit to the amount of $139,507.50. Notwithstanding anything In no event shall the Security Deposit be further reduced to an amount below $139,507.50. Such reduction(s) shall be effected by (x) Tenant exchanging a replacement Letter of Credit meeting the requirements of this Article 40 in the reduced amount for the existing Letter of Credit, or (y) the Issuer delivering an amendment to the Letter of Credit reducing the amount thereof to the amount then permitted pursuant to this Section 5 to 40 (but which does not otherwise amend or modify same), which Landlord shall promptly countersign or authorize in writing if required by 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 curedIssuer.

Security Deposit. Within two (2) days after Subtenant’s execution and delivery 9.1 As security for the performance of this Sublease, Subtenant shall deliver to Sublandlord an initial security deposit in its obligations under the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to timeLicence, the “Security Deposit”) in Licensee must before the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 Commencement Date provide Subtenant with written notice setting forth the amounts so used or applied and the purpose therefor, and Subtenant shall, within ten (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore 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 balance hereunder at such time. Subtenant’s failure by the Licensor; b) if the Licensee defaults under the Licence the Licensor may call upon the bank guarantee for the amount necessary to do so shall be a material remedy the default and breach to indemnify the Licensor for all loss it sustains as a consequence of this Sublease by Subtenant. The 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. 9.3 If the Security Deposit shall is paid by cash or cheque: a) it must be held deposited by Sublandlord as security for the faithful performance Licensor with the Retail Tenancy Unit (or any successor) within the time required by Subtenant of all the terms, covenants, and conditions of this Sublease applicable Retail Leases Act; b) if the Licensee defaults under the Licence the Licensor is entitled to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited make an application to the provisions relating Retail Tenancy Unit to the condition pay all or part of the Subleased Premises upon Security Deposit as it may be entitled to under the Expiration Date, Sublandlord may (but shall not be required toRetail Leases Act and this Licensee to rectify the default and to indemnify the Licensor for all loss it sustains as a consequence of the default; c) use, apply or retain all or if the Licensor is paid by the Retail Tenancy Unit any part of the Security Deposit for the payment Licensee must within 14 days of receipt of a notice from the Licensor specifying the amount called upon, forward to the Licensor that amount to 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 amount which Sublandlord may spend by reason law, will not be paid to the Licensee until the return of Subtenant’s default. The rights the Security Deposit upon the expiration or sooner termination of Sublandlord pursuant this Licence and will be included as part of the Security Deposit available to this Section are in addition the Licensor under the Licence. 9.5 Any appropriation of the Security Deposit to the Licensor shall not waive any rights which Sublandlord may have pursuant to Section 10 below. Upon unsatisfied obligation of the Licensee nor prejudice any other right of the Licensor arising from the default of the Licensee. 9.6 On the expiration of the initial term (without giving effect to any Extension Periods) hereof Term or earlier sooner termination of this SubleaseLicence subject to any claim the Licensor has on the Security Deposit: a) if a cash deposit it will, 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 applicable balance, be refunded to the expiration date of any current letter of credit shall constitute Licensee; or b) if a separate default entitling Sublandlordbank guarantee, following written notice and 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 expiration or earlier termination. Notwithstanding anything in this Section 5 it will be returned to the contrary, if the expiration Licensee; within 30 days of the initial term or any Extension Period shall also represent Licensee vacating 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 complying with all then-existing defaults hereunder have been curedof its obligations under this Licence.

Security Deposit. Within two (2) days after Subtenant’s execution and delivery 5.1 Tenant has heretofore deposited with Landlord a total of this Sublease, Subtenant shall deliver to Sublandlord an initial security deposit in the amount of One Million Two Hundred Thousand Dollars ($1,000,000200,000.00) as a refundable security deposit (the “Initial "Security Deposit”"), and together with any Extension not as prepaid rent. Landlord is not required to keep the Security Deposit held separate from time Landlord's other accounts and no trust relationship is created with respect to time, the “Security Deposit”) in . In no event shall the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit be in cash formlieu of, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Subleaseconstitute, and upon Sublandlord’s receipt of such LC, Sublandlord shall promptly return the cash balance of the Initial Security Deposit to Subtenant. If or excuse Tenant from paying any portion of the Security Deposit is used above-referenced rental, additional rent, or applied pursuant to of any other sums payable by Tenant hereunder, at any time during the Term of 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 (10) days after receipt Lease. The taking of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so by Landlord shall in no way be a material default and bar or defense to any action in unlawful detainer for the recovery of the Leased Premises or any other action which Landlord may at any time institute for the breach of this Sublease Lease. No interest shall accrue or be payable by Subtenant. The Landlord on the Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the termsDeposit. 5.2 Landlord may, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required to) useat Landlord's option, apply or retain all or any part of the Security Deposit for to any unpaid rent, additional rent, or any other sums due from Tenant under this Lease, or to cure any other defaults of Tenant hereunder. Upon expiration of the payment Term 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 shall -return that portion of the Security Deposit to Tenant which has not been so applied by Landlord. Should all or any portion of the Security Deposit be so applied by Landlord, Tenant shall, upon the written demand of Landlord promptly remit to Landlord a sufficient amount of cash to restore the Security Deposit to 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 Lease), in addition of the Security Deposit herein. 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 amount which Sublandlord may spend by reason or all of Subtenant’s defaultthe Other Leases to replenish the Security Deposit under this Lease. The rights Such application of Sublandlord pursuant security deposits from any of the Other Leases shall in no manner limit or waive Tenant's obligation under this Lease to this Section are in addition replenish the Security Deposit herein, and likewise shall further require Tenant to immediately replenish the security deposit(s) applied from any rights which Sublandlord may have pursuant to Section 10 belowof the Other Leases. Upon the expiration of this Lease, if any of the initial term (without giving effect to any Extension Periodssecurity deposit(s) hereof or earlier termination of this Sublease, and when all then-existing defaults hereunder have been cured, Sublandlord shall return provided for in 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 Other Leases are subject to the expiration date of any current letter of credit shall constitute a separate default entitling Sublandlord, following written notice and 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 expiration or earlier termination. Notwithstanding anything replenishment as provided in this Section 5 or said Other Lease, and further provided that Tenant would otherwise be entitled to the contraryreturn of all or a portion of the Security Deposit, the Security Deposit herein shall be transferred to 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 the expiration any, shall be returned to Tenant. Likewise, if one or more of the initial term or Other Leases shall expire, and the Security Deposit herein shall be subject to replenishment as provided above, any Extension Period shall also represent the occurrence portion of the Expiration Datesecurity deposit(s) for such Other Leases shall be transferred to the Security Deposit to replenish same, then upon expiration 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 earlier termination all of the Other Leases pursuant to the provisions of this Sublease, Sublandlord Section 5.3 shall return any Security Deposit or any balance thereof (without interest) to Subtenant within three (3) months be deemed a good faith retention of such expiration or earlier termination, funds by Landlord. Tenant further acknowledges and after Subtenant has vacated the Subleased Premises agrees to waive any and all then-existing defaults hereunder have been curedof the provisions of California Civil Code Section 1950.7, or successor provision, which shall in any manner conflict with this Section 5.3.

Security Deposit. Within two (2a) days after Subtenant’s Simultaneously with the execution and delivery of this SubleaseLease by Tenant, Subtenant Tenant shall deliver to Sublandlord an initial Landlord a security deposit in the an amount of equal to One Million Twenty-Four Thousand and 00/100 Dollars ($1,000,000) (the “Initial Security Deposit”1,024,000.00), and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in the form of an unconditionalirrevocable and unconditional standby Letter of Credit (as defined below), irrevocable standby in accordance with the requirements more fully set forth in Section 3.1(b), below (the "Security Deposit"). The Security Deposit shall constitute security for payment of Base Rent and additional rent and for the performance of any and all other covenants, agreements and obligations of Tenant under this Lease. If Tenant defaults (and such default continues beyond any applicable notice and cure periods) with respect to any covenant or condition of this Lease, including but not limited 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 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 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient necessary to restore the Security Deposit to the required balance hereunder at such timefull amount set forth above. Subtenant’s failure Notwithstanding the foregoing to do so the contrary, Landlord shall be a material default entitled to draw upon the Letter of Credit prior to the expiration of any applicable notice and breach grace periods afforded to Tenant hereunder if the Letter of this Sublease by SubtenantCredit 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 be held by Sublandlord as security for the faithful performance by Subtenant of fully and faithfully comply with all the terms, provisions, covenants, and conditions of this Sublease applicable Lease, the Letter of Credit shall be returned to SubtenantTenant 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. If Subtenant defaults with respect Landlord shall transfer the Security Deposit to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition transferee of the Subleased Premises upon Building or Landlord's interest therein, and thereafter such transferee shall be liable for the Expiration Datereturn of the Security Deposit, Sublandlord may (but and Landlord shall not be required to) usereleased from all liability for the return thereof, apply or retain all or any part subject to such transferee's acceptance of the Security Deposit for the payment of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration and assumption of the initial term liability therefor. (without giving effect to any Extension Periodsb) 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 interestThe letter(s) to Subtenant within three (3) months of such expiration or termination. Failure of Subtenant to deliver a replacement letter of credit to Sublandlord be delivered by Tenant to Landlord under Section 3.1(a), above (the "Letter of Credit"), shall be (i) in form and substance satisfactory to Landlord 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 Landlord 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 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 that Landlord is permitted to draw; (vi) a term of not less than one (1) year; and (vii) at least thirty (30) days prior to the then-current expiration date of any current letter such Letter of credit shall constitute a separate default entitling SublandlordCredit, following written notice renewed (or automatically and an opportunity unconditionally extended) from time to cure by Subtenanttime through the sixtieth (60th) day after expiration of the Lease Term. Landlord hereby approves BankBoston, to draw down immediately and entirely on N.A., as the current letter issuer of credit the 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 form 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 Letter of such expiration or earlier termination. Credit attached hereto as EXHIBIT D. Notwithstanding anything in this Section 5 Lease to the contrary, if the expiration any grace period or cure periods which are otherwise applicable under Section 24, hereof, shall not apply to any of the initial term or any Extension Period foregoing, and, specifically, if Tenant fails to comply with the requirements of subsection (vii), above, Landlord shall also represent have the occurrence immediate right to draw upon the Letter of Credit in full and hold the Expiration Date, then upon expiration or earlier termination of this Sublease, Sublandlord shall return any Security Deposit or any balance proceeds 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.as a cash

Security Deposit. Within two (2a) days after Subtenant’s execution and delivery of this SubleaseBefore moving into the Property, Subtenant shall deliver to Sublandlord an initial ▇▇▇▇▇▇ must pay a security deposit in the amount of One Million Dollars $ ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) in Landlord will put the form of an unconditional, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash forma separate bank account if the security deposit is more than $100. b) ▇▇▇▇▇▇ agrees that during the Term, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five Landlord may: (451) days of the effective date of this Sublease, 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 use all or part of the Security Deposit is used to pay for damages caused by Tenant to the Property; and/or (2) apply all or applied pursuant part of the Security Deposit to pay Rent or Additional Rent, if Tenant fails to make such payments. c) Upon termination of this Section 5, Sublandlord shall provide Subtenant with written notice setting forth the amounts so used or applied Lease and the purpose therefor, and Subtenant shall, within ten (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as terms and conditions set forth herein, the original letter Security Deposit will be returned to Tenant who placed the 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 credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure mailing address that Tenant last provided to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but shall not be required toLandlord. d) use, apply or retain all or any part of ▇▇▇▇▇▇▇▇ will return the Security Deposit for the payment of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration – net of the initial term (without giving effect to any Extension Periods) hereof or earlier termination automatic move-out charges set forth below and net the processing fees in the case 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 tenant - within thirty (30) days prior from the end of the Term if: (1) all Rent is paid in full and ▇▇▇▇▇▇’s account balance is zero; (2) Tenant has not caused any damage to the expiration date Property, ordinary wear and tear excepted, and Tenant is not otherwise in default of any current letter this Lease, allowing Landlord to withhold all or a portion of credit shall constitute a separate default entitling Sublandlord, following written notice and 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 Tenant’s security deposit as set forth in this Lease; and (3) months of such expiration or earlier termination. Notwithstanding anything in this Section 5 to the contraryall keys and garage door openers, if applicable, are returned to Landlord. e) To the expiration extent applicable, a written accounting of all charges netted against 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) shall be presented to Subtenant Tenant 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.thirty

Security Deposit. Within two Tenant hereby agrees to pay to Landlord on the Effective Date, in cash or by certified check, (2a) days after Subtenanta sum equal to the Base Rental payment plus Tenant’s execution and delivery Basic Cost payment for the first (1st) calendar month of this Sublease, Subtenant shall deliver the Term following the Abatement Period equal in amount to Sublandlord an initial security deposit in the amount of One Million Dollars ($1,000,000) 53,597.21 (the “Initial Security DepositFirst Month’s Rent”, ) plus (b) a sum equal to $56,430.04 (the sums in (a) and together with any Extension Security Deposit held from time to time(b) collectively, the “Security Deposit”) ). Tenant hereby grants to Landlord a security interest in the form Security Deposit. Upon the occurrence of an unconditionalEvent of Default, irrevocable standby letter of credit Landlord, from time to time, without documentsprejudice to any other remedy, 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding may use the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, and upon Sublandlord’s receipt of such LC, Sublandlord shall promptly return the cash balance of the Initial Security Deposit to Subtenantthe extent necessary to make good any arrears of Base Rental, Tenant’s Basic Cost, Tenant’s Basic Cost Adjustment, Parking Rental or to pay any other sums owed to Landlord, including any sums described in Section 6.8 or to pay the cost of any damage, injury, expense, or liability caused by any default by Tenant under this Lease. If Landlord shall have, and Landlord expressly retains and preserves, all rights of setoff and recoupment and any and all similar remedies available under applicable laws or in equity. To the extent an Event of Default has not occurred under this Lease, that portion of the Security Deposit is used or equal to the First Month’s Rent (to the extent such portion of the Security Deposit has not otherwise been applied by Landlord pursuant to this Section 53.5) shall be applied by Landlord to the Rent due from Tenant immediately following the Abatement Period. If Tenant shall fully and faithfully comply with all of the terms, Sublandlord provisions, covenants and conditions of this Lease, then the Security Deposit shall provide Subtenant with written notice setting forth be returned to Tenant (without regard to any assignment or encumbrance of the amounts so used or applied and the purpose therefor, and Subtenant shall, same) within ten sixty (1060) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to i) the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach termination of this Sublease Lease (provided such termination is not the result of a default by SubtenantTenant), (ii) delivery of possession of the Leased Premises to Landlord in accordance with the provisions of Section 5.3, and (iii) payment of all sums due to Landlord. The Security Deposit shall not be held considered an advance payment of rental or a measure of Landlord’s damages in case of a default by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease applicable to SubtenantTenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cure, including but not limited to the provisions relating to the condition of the Subleased Premises upon the Expiration Date, Sublandlord may (but Tenant shall not be required to) useentitled to receive and shall not receive any interest on the Security Deposit, apply or retain all and Landlord may commingle the same with other monies of Landlord. In the event Landlord applies the Security Deposit or any portion thereof to the payment of any sum described above and this Lease is not terminated, Tenant immediately shall deposit with Landlord an amount of money equal to the amount so applied and such amount shall be deemed to be part of the Security Deposit for the payment of any amount which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration of the initial term (without giving effect to 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 separate default entitling Sublandlord, following written notice and 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 expiration 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. Within two (2a) days after Subtenant’s execution and delivery Form. Concurrently with its signing of this SubleaseLease, Subtenant Tenant shall deliver to Sublandlord deposit with Landlord an initial security deposit irrevocable and unconditional letter of credit in a form approved by Landlord (THE "LETTER OF CREDIT") issued by a bank approved by Landlord (THE "BANK") in favor of Landlord (and, at Landlord's request, in favor of Landlord's Mortgagee), in the amount of One Million Dollars ($1,000,000) (the “Initial Security Deposit”, and together with any Extension Security Deposit held from time to time, the “Security Deposit”) described in the form of an unconditionalSchedule, irrevocable standby letter of credit 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 reasonably acceptable to Sublandlord (an “LC”). Notwithstanding the foregoing, Subtenant may elect to initially deliver the Initial Security Deposit in cash form, provided that Subtenant delivers an LC to Sublandlord to replace the cash Initial Security Deposit within forty-five (45) days of the effective date of this Sublease, 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 (10) days after receipt of such notice, deposit cash or a replacement letter of credit (in form and substance subject to the same requirements as the original letter of credit) in an amount sufficient to restore the Security Deposit to the required balance hereunder at such time. Subtenant’s failure to do so shall be a material default and breach of this Sublease by Subtenant. The Security Deposit shall be held by Sublandlord as security for the faithful performance and observance by Subtenant Tenant of all of the terms, covenants, conditions and conditions provisions of this Sublease applicable to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond all applicable periods of notice and cureLease, including but not limited without limitation, the timely surrender of possession of the Premises to the provisions relating to Landlord in the condition required under Section 17 above. The Letter of Credit shall have a term which expires no sooner than the Subleased Premises upon date which is one hundred eighty (180) days after the Expiration Date, Sublandlord or Tenant may deliver a one (but 1) year unconditional and irrevocable Letter of Credit which by its terms automatically, for the remainder of the Term, renews for successive one (1) year periods, unless the Bank provides not less than one hundred eighty (180) days' prior written notice to Landlord that the Letter of Credit shall not be required to) userenewed, apply or retain all or any part in which event Landlord shall have the right to draw down the entire proceeds of the Security Deposit for Letter of Credit unless Tenant substitutes, not later than the payment of any amount date which Sublandlord may spend by reason of Subtenant’s default. The rights of Sublandlord pursuant to this Section are in addition to any rights which Sublandlord may have pursuant to Section 10 below. Upon the expiration of the initial term is sixty (without giving effect to 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 (3060) days prior to the expiration date of any current letter the Letter of credit shall constitute Credit, a separate default entitling Sublandlord, following written notice and an opportunity to cure by Subtenant, to draw down immediately and entirely on new Letter of Credit which meets the current letter requirements 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 expiration or earlier termination. Notwithstanding anything in this Section 5 20. The Letter of Credit shall by its terms permit partial draws and shall be freely assignable by Landlord without charge or cost to the contrary, if the expiration Landlord. The Letter of the initial term or Credit together with 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 cash proceeds drawn thereon and held (but not applied) by Landlord and any other cash security deposited by Tenant with Landlord hereunder have been curedfrom time to time is hereinafter collectively called the "SECURITY DEPOSIT".