Forfeiture Upon Breach of Certain Other Agreements. Subject to Section 7, the Participant’s breach of any non-competition, non-solicitation, confidentiality, non-disparagement, assignment of inventions or other intellectual property agreement that the Participant may be a party to with the Company or any Affiliate, in addition to whatever other equitable relief or monetary damages that the Company or any Affiliate may be entitled to, shall result in automatic rescission, forfeiture, cancellation or return of any Shares (whether or not vested) held by the Participant. Without limiting the generality of the foregoing:

Forfeiture Upon Violation. Notwithstanding any other provision of this Agreement that may provide to the contrary, in the event of Participant’s violation of any restrictive covenant within this Article III or any other agreement by and between Participant and any Company Group Member, as determined by the Company, in its sole discretion, then # the RSUs shall immediately be terminated and forfeited in its entirety and # Participant shall pay to the Company in cash any amounts paid to Participant in respect of the RSUs during the 12-month period immediately preceding (or at any time after) the date of such violation. By accepting these RSUs, Participant hereby acknowledges, agrees and authorizes the Company to reduce any amounts owed by any Company Group Member (including amounts owed as wages or other compensation, fringe benefits, or vacation pay, as well as any other amounts owed to Participant by any Company Group Member), by the amounts Participant owes to the Company under this Section 3.9. To the extent such amounts are not recovered by the Company through such set-off, Participant agrees to pay such amounts immediately to the Company upon demand. This right of set-off is in addition to any other remedies the Company may have against Participant for Participant’s breach of this Agreement or any other agreement. Participant’s obligations under this Section 3.9 shall be cumulative (but not duplicative) of any similar obligations Participant may have pursuant to this Agreement or any other agreement with any Company Group Member.

Certain Agreements. The Technology Transfer Requirements includes a list of key statements of work between LogicBio and Third Party service providers that relate to the activities under this Agreement. LogicBio agrees to ​ to # ​ and # ​. The Parties acknowledge that ​. For the avoidance of doubt, except ​, LogicBio shall have no obligation to ​.

Certain Agreements. Without the prior written consent of the Administrative Agent and the Majority Group Agents, the Seller will not (and will not permit any Originator or the Servicer to) amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Seller’s organizational documents which requires the consent of the “Independent Director” (as such term is used in the Seller’s Certificate of Formation and Limited Liability Company Agreement).

Certain Agreements. No Borrower will amend, modify, waive, revoke or terminate (or permit or cause any change to) any Transaction Document to which it is a party (except in accordance with the terms of such Transaction Document) or any provision of such Borrower’s organizational documents which requires the consent of the “Independent Director” (as defined in such Borrower’s operating agreement).

Remedies Upon Breach. I understand that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and I consider them to be reasonable for such purpose. Any breach of this Agreement is likely to cause the Company substantial and irrevocable damage and therefore, in the event of such breach, the Company, in addition to such other remedies which may be available, will be entitled to specific performance and other injunctive relief.

Remedies Upon Breach. If Mr. Zobel materially breaches any of his obligations under Paragraphs 3 through 8 of this Agreement, in addition to any other legal or equitable remedies it may have for such breach, [[Company:Organization]] shall have the right not to provide accelerated vesting and other benefits otherwise due to him pursuant to Paragraph 2 of this Agreement. [[Company:Organization]]’s election to exercise its rights under this Paragraph 9 shall not affect Mr. Zobel’s continuing obligations under this Agreement. If [[Company:Organization]] believes that Mr. Zobel has materially breached any of his obligations set forth in Paragraphs 3 through 8, [[Company:Organization]] shall provide Mr. Zobel with written notice of such material breach and provide Mr. Zobel a period of ten (10) days to cure his breach (to the extent curable) prior to exercising its rights under this Paragraph 9, provided that [[Company:Organization]] shall have no payment obligation during the cure period. [[Company:Organization]] represents that, to its knowledge, no such breach had occurred as of the date [[Company:Organization]] signed this Agreement.

[Other Agreements. The Company hereby represents and warrants that none of the terms offered to other holders (“Other Holder”) of Common Stock purchase warrants pursuant to separate agreements (“Other Warrant Agreement”, including any amendment, modification or waiver thereof), is or will be more favorable to such Other Holder than those of the Holder and this letter agreement. Nothing contained in this letter agreement, and no action taken by the Holder pursuant hereto, shall be deemed to constitute the Holder and any Other Holder as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder and the Other Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this letter agreement and the Company acknowledges that the Holder and the Other Holders are not acting in concert or as a “group” with respect to such obligations or the transactions contemplated by this letter agreement or any Other Warrant Agreement. The Company and the Holder confirm that the Holder has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors.]1

Other Agreements. Each of the Lenders agrees that it shall not, without the express consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the request of Agent, set off against the Obligations, any amounts owing by such Lender to any Borrower or any deposit accounts of any Borrower now or hereafter maintained with such Lender. Anything in this Agreement to the contrary notwithstanding, each of the Lenders further agrees that it shall not, unless specifically requested to do so by Agent, take any action to protect or enforce its rights arising out of this Agreement or the Other Documents, it being the intent of Lenders that any such action to protect or enforce rights under this Agreement and the Other Documents shall be taken in concert and at the direction or with the consent of Agent or Required Lenders.

Other Agreements. There is, under any agreement to which Borrower or any Guarantor is a party with a third party or parties, # any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount individually or in the aggregate in excess of Five Hundred Thousand Dollars ($500,000.00); or # any breach or default by Borrower or Guarantor, the result of which could have a material adverse effect on Borrower’s or any Guarantor’s business; provided, however, that the Event of Default under this [Section 8.6] caused by the occurrence of a breach or default under such other agreement shall be cured or waived for purposes of this Agreement upon Bank receiving written notice from the party asserting such breach or default of such cure or waiver of the breach or default under such other agreement, if at the time of such cure or waiver under such other agreement # Bank has not declared an Event of Default under this Agreement and/or exercised any rights with respect thereto; # any such cure or waiver does not result in an Event of Default under any other provision of this Agreement or any Loan Document; and # in connection with any such cure or waiver under such other agreement, the terms of any agreement with such third party are not modified or amended in any manner which could in the good faith business judgment of Bank be materially less advantageous to Borrower or any Guarantor;