LOCATED AT
________________________________ ON OR BEFORE THE ABOVE STATED EXPIRATION DATE,
AS SUCH EXPIRATION DATE MAY BE EXTENDED HEREUNDER.
PARTIAL AND MULTIPLE DRAWS
AND PRESENTATIONS ARE PERMITTED ON ANY NUMBER OF OCCASIONS.
FOLLOWING ANY
PARTIAL DRAW, ISSUER WILL ENDORSE THIS LETTER OF CREDIT AND RETURN THE ORIGINAL
TO BENEFICIARY.
THIS LETTER OF CREDIT WILL BE AUTOMATICALLY EXTENDED EACH YEAR WITHOUT AMENDMENT
(EXCEPT FOR THE AMOUNTS PROVIDED ON THE REDUCTION SCHEDULE SET FORTH ABOVE) FOR
A PERIOD OF ONE YEAR FROM THE EXPIRATION DATE HEREOF, AS EXTENDED (BUT IN NO
CASE AFTER JULY 31, 2015 UNLESS ISSUER HAS RECEIVED NOTICE OF DEFAULT OF
TENANT), UNLESS AT LEAST SIXTY (60) DAYS PRIOR TO THE EXPIRATION DATE, ISSUER
NOTIFIES BENEFICIARY BY REGISTERED MAIL THAT IT ELECTS NOT TO EXTEND THIS LETTER
OF CREDIT FOR SUCH ADDITIONAL PERIOD.
NOTICE OF NON-EXTENSION WILL BE GIVEN BY
ISSUER TO BENEFICIARY AT BENEFICIARY'S ADDRESS SET FORTH HEREIN OR AT SUCH OTHER
ADDRESS AS BENEFICIARY MAY DESIGNATE TO ISSUER IN WRITING AT ISSUER'S LETTERHEAD
ADDRESS
THIS LETTER OF CREDIT IS FREELY TRANSFERABLE IN ITS ENTIRETY (BUT NOT IN PART),
TO ANY SUCCESSOR LANDLORD UNDER THE LEASE WITH THE ACCOUNT PARTY DESCRIBED IN
EXHIBIT "A", AND THE NUMBER OF TRANSFERS IS UNLIMITED.
ISSUER AGREES THAT IT
WILL EFFECT ANY TRANSFERS IMMEDIATELY UPON PRESENTATION TO ISSUER THIS LETTER OF
CREDIT AND A WRITTEN TRANSFER REQUEST SUBSTANTIALLY IN THE FORM OF THE COMPLETED
TRANSFER FORM ATTACHED HERETO AS EXHIBIT "D", TOGETHER WITH PAYMENT BY THE
BENEFICIARY OF THE ISSUER'S STANDARD FEE FOR TRANSFER.
EXCEPT AS OTHERWISE EXPRESSLY MODIFIED HEREIN, THIS STANDBY LETTER OF CREDIT IS
SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES 1998, PUBLISHED BY THE
INTERNATIONAL CHAMBER OF COMMERCE (THE "ISP").
AS TO MATTERS NOT GOVERNED BY
THE ISP, THIS LETTER OF CREDIT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF [MINNESOTA].
ISSUER:
By: _______________________AUTHORIZED SIGNATURE
Its: _______________________
A-2
EXHIBIT "A"
TO LETTER OF CREDIT NO. __________
SIGHT DRAFT
Sight Draft
$______________
At sight, pay to the order of [Name of Beneficiary to be inserted], the amount
of USD $______________ (_______________________ and 00/100ths U.S. Dollars).
Drawn under [Name of Issuer to be inserted] Standby Letter of Credit No.
______________.
Dated:
_____________, 20____
[Name of Beneficiary to be inserted]
By:_________________________________
Its Authorized Representative and [Title
or Other Official Capacity to be inserted]
A-3
EXHIBIT "B"
TO LETTER OF CREDIT NO. ________
DRAWING CERTIFICATE
LEASE DEFAULT
[Issuing Bank]
[Address]
[Attention]
Re:
LETTER OF CREDIT NO. _________ (the "Letter of Credit")
Ladies/Gentlemen:
The undersigned (the "Beneficiary") is the Beneficiary of the Letter of Credit
and is the landlord under that certain Baker Technology Plaza Multi-Tenant Lease
Agreement, dated as of _______, 2007 (as thereafter amended, the "Lease")
between the undersigned and Wireless Ronin Technologies Inc. (the
"Tenant").
The Beneficiary hereby certifies to ________, as issuer of the LC
(the "Issuer") as follows:
1.
The Beneficiary is the Landlord under the Lease.
2.
The Beneficiary has complied with all of its obligations under the Lease,
and