undersigned that a default
has occurred under the documents evidencing such loan and shall demand that the
undersigned pay rentals and other amounts due under the Lease to Lender, the
undersigned will honor such demand notwithstanding any contrary instructions
from Landlord. EXECUTED this _____ day of ______________________. CONFORMIS,
INC., a __________ corporation By: Name: Title:
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L-1 8833492.3 EXHIBIT "L" FORM LETTER OF CREDIT (THE ACTUAL FORM WILL DEPEND ON
THE ISSUING BANK) IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER: DATE: DELIVERY BY
COURIER SERVICE BENEFICIARY: APPLICANT: Technology Park X Limited Partnership
c/o The Gutierrez Company One Wall Street, Burlington, MA 01803 AMOUNT: USD
$____________ EXPIRY DATE: AT OUR COUNTERS IN SANTA CLARA, CALIFORNIA___________
LADIES AND GENTLEMEN: WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF
CREDIT NO. __________ IN YOUR FAVOR EFFECTIVE IMMEDIATELY, BY ORDER AND FOR THE
ACCOUNT OF __________ FOR A SUM OR SUMS NOT EXCEEDING A TOTAL OF
________________________________________________ (USD ________) AVAILABLE BY
YOUR DRAFT(S) AT SIGHT DRAWN ON US AND ACCOMPANIED BY THE FOLLOWING DOCUMENTS:
1. THE ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENTS THERETO, IF ANY. 2.
A DATED STATEMENT FROM THE BENEFICIARY SIGNED BY AN AUTHORIZED OFFICER OR
REPRESENTATIVE, FOLLOWED BY HIS/HER DESIGNATED TITLE, STATING THE FOLLOWING:
"REFERENCE IS HEREBY MADE TO THAT CERTAIN LEASE (THE "LEASE") DATED
_____________, 2016 [INSERT LEASE DATE] BETWEEN BENEFICIARY AS LANDLORD (THE
"LANDLORD") AND CONFORMIS, INC. AS TENANT (THE "TENANT"). I HEREBY CERTIFY THAT
I AM AN AUTHORIZED REPRESENTATIVE OF LANDLORD AND FURTHER CERTIFY THAT: (I)
EITHER (A) AN EVENT OF DEFAULT (AS DEFINED IN THE LEASE) HAS OCCURRED AND
REMAINS UNCURED BEYOND THE APPLICABLE CURE PERIOD, OR (B) APPLICANT HAS NOT
RENEWED, REPLACED OR AMENDED THE LETTER OF CREDIT BY NOT LATER THAN TWENTY-FIVE
(25) BANKING DAYS PRIOR TO THE EXPIRATION THEREOF OR PROVIDED A CASH DEPOSIT, IN
ACCORDANCE WITH THE REQUIREMENTS OF ARTICLE 11 OF THE LEASE; AND
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L-2 8833492.3 (II) THIS DRAWING IN THE AMOUNT OF USD ___________ (INSERT AMOUNT,
NOT TO EXCEED AVAILABLE CREDIT) REPRESENTS FUNDS DUE TO LANDLORD UNDER AND
PURSUANT TO THE LEASE." THIS LETTER OF CREDIT IS TRANSFERABLE BY THE ISSUING
BANK ONE OR MORE TIMES BUT IN EACH INSTANCE TO A SINGLE BENEFICIARY AND ONLY IN
ITS ENTIRETY UP TO THE THEN AVAILABLE AMOUNT IN FAVOR OF ANY NOMINATED
TRANSFEREE ASSUMING SUCH TRANSFER TO SUCH TRANSFEREE WOULD BE IN COMPLIANCE WITH
THEN APPLICABLE LAW AND REGULATIONS, INCLUDING BUT NOT LIMITED TO THE
REGULATIONS OF THE U.S. DEPARTMENT OF TREASURY AND U.S. DEPARTMENT OF COMMERCE.
AT THE TIME OF TRANSFER, THE ORIGINAL LETTER OF CREDIT AND ORIGINAL
AMENDMENT(S), IF ANY, MUST BE SURRENDERED TO US TOGETHER WITH OUR LETTER OF
TRANSFER DOCUMENTATION (IN THE FORM OF EXHIBIT "A" ATTACHED HERETO) AND OUR
TRANSFER FEE OF 1⁄4 OF 1% OF THE TRANSFER AMOUNT (MINIMUM $250.00). ANY TRANSFER
OF THIS LETTER OF CREDIT MAY NOT CHANGE THE PLACE OF EXPIRATION OF THE LETTER OF
CREDIT FROM OUR ABOVE-SPECIFIED OFFICE. EACH TRANSFER SHALL BE EVIDENCED BY OUR
ENDORSEMENT ON THE