Common use of Cure Right Clause in Contracts

Cure Right. Notwithstanding anything to the contrary contained in Section 11 , in the event that Borrower fails to comply with the covenants contained in Section 10.02(a) through (e) (such covenants for such applicable periods being the “ Specified Financial Covenants ”), Borrower shall have the right within [***] days of the end of the respective calendar year to apply cash on hand (other than cash proceeds from the Loans or any Permitted Priority Debt) or proceeds from the issuance of additional shares of Equity Interests (other than Disqualified Equity), Permitted Cure Debt or any licensing, corporate collaboration, development or similar transactions in an amount equal to (x) two (2) multiplied by (y) the Minimum Required Revenue less Borrower’s annual Revenue (the “ Cure Amount ”) to prepay the Loans (including any fees payable pursuant to the Fee Letter but not including any Prepayment Premium) in accordance with Section 3.03(a) . If, after giving effect to the foregoing prepayment, Borrower shall then be in compliance with the requirements of the Specified Financial Covenants, Borrower shall be deemed to have satisfied the requirements of the Specified Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach of the Specified Financial Covenants that had occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes under the Loan Documents. For the avoidance of doubt, Borrower shall comply with Section 10.01 at all times and this Section 10.03 shall apply only to the Specified Financial Covenants. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 11 11, in the event that the Borrower fails to comply with the covenants contained in Section 10.02(a) through (ef) (such covenants for such applicable periods being the “ “Specified Financial Covenants Covenants”), Borrower shall have the right within [***] 90 (ninety) days of the end of the respective calendar year year: (i) to apply cash on hand (other than cash proceeds from the Loans or any Permitted Priority Debt) or proceeds from the issuance of issue additional shares of Equity Interests in exchange for cash (other than Disqualified Equitythe “Equity Cure Right”), or 3 [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (ii) to borrow Permitted Cure Debt or any licensing(the “Subordinated Debt Cure Right” and, corporate collaborationcollectively with the Equity Cure Right, development or similar transactions the “Cure Right”), in an amount equal to (x) two (2) multiplied by (y) the Minimum Required Revenue less Borrower’s annual Revenue (the “ “Cure Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount ”) to prepay the Loans (including any fees payable pursuant to the Fee Letter but not including any Prepayment Premium) in accordance with Section 3.03(a) exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the foregoing prepaymentrecalculation, Borrower shall then be in compliance with the requirements of the Specified Financial Covenants, Borrower shall be deemed to have satisfied the requirements of the Specified Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach of the Specified Financial Covenants that had occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes under the Loan Documents. For the avoidance of doubt, Borrower shall comply with Section 10.01 at all times and this Section 10.03 shall apply only to the Specified Financial Covenants. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 11 11, in the event that the Borrower fails to comply with the covenants contained in Section 10.02(a) through (ef) (such covenants for such applicable periods being the “ “Specified Financial Covenants Covenants”), Borrower shall have the right within [***] 90 (ninety) days of the end of the respective calendar year year: (i) to apply cash on hand (other than cash proceeds from the Loans or any Permitted Priority Debt) or proceeds from the issuance of issue additional shares of Equity Interests in exchange for cash (other than Disqualified Equitythe “Equity Cure Right”), or (ii) to borrow Permitted Cure Debt or any licensing(the “Subordinated Debt Cure Right” and, corporate collaborationcollectively with the Equity Cure Right, development or similar transactions the “Cure Right”), in an amount equal to (x) two (2) multiplied by (y) the Minimum Required Revenue less Borrower’s annual Revenue (the “ “Cure Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount ”) to prepay the Loans (including any fees payable pursuant to the Fee Letter but not including any Prepayment Premium) in accordance with Section 3.03(a) exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the foregoing prepaymentrecalculation, Borrower shall then be in compliance with the requirements of the Specified Financial Covenants, Borrower shall be deemed to have satisfied the requirements of the Specified Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach of the Specified Financial Covenants that had occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes under the Loan Documents. For the avoidance of doubt, Borrower shall comply with Section 10.01 at all times and this Section 10.03 shall apply only to the Specified Financial Covenants. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Cure Right. Notwithstanding anything to the contrary contained in Section 11 , this Agreement in the event that Borrower fails the Borrowers and their respective Subsidiaries on a consolidated basis fail to comply with any of the covenants contained Financial Covenants set forth in Section 10.02(a11.1 11.2 11.3 or 11.4 (the "Specified Financial Covenants") through then until the fifth day after the date on which the Agent shall have received the documents required to be delivered to the Agent pursuant to Section 9.5(2) and Section 9.5(3) a holder of any Equity Interest in the Borrowers or the Parent may irrevocably commit by giving written notice to the Agent to purchase no later than five (e5) days after such notice is given additional Equity Interests of the Borrowers or the Parent as applicable for cash or make a loan to the Borrowers or the Parent in the form of Subordinated Debt (such covenants cash proceeds the "Cure Amount") and if such Cure Amount is directly deposited into the Collection Account for such application to the Revolving Loan pursuant to Section 6.2 then the applicable periods being the “ Specified Financial Covenants ”), Borrower Covenant(s) shall have be recalculated giving effect to the right within [***] days following pro forma adjustments: (a) the Cure Amount shall immediately reduce the Outstanding Balance of the end Revolving Loan for the purpose of determining compliance with the respective calendar year to apply cash on hand Specified Financial Covenant(s); and (other than cash proceeds from the Loans or any Permitted Priority Debtb) or proceeds from the issuance of additional shares of Equity Interests (other than Disqualified Equity), Permitted Cure Debt or any licensing, corporate collaboration, development or similar transactions in an amount equal to (x) two (2) multiplied by (y) the Minimum Required Revenue less Borrower’s annual Revenue (the “ Cure Amount ”) to prepay the Loans (including any fees payable pursuant to the Fee Letter but not including any Prepayment Premium) in accordance with Section 3.03(a) . If, if after giving effect to the foregoing prepayment, Borrower recalculations the Borrowers and their respective Subsidiaries on a consolidated basis would have satisfied such Specified Financial Covenant(s) then the Borrowers and their respective Subsidiaries shall then be in compliance with the requirements of the Specified Financial Covenants, Borrower shall be deemed to have satisfied complied with such Specified Financial Covenant(s) as to the requirements relevant date of determination. Notwithstanding anything to the contrary set forth in this Section 11.5 (i) the Specified Financial Covenants as shall not be recalculated more than twice during any 12-month period pursuant to the cure right in this Section I1.5 and (ii) the cure right in this Section 11.5 shall not be permitted if after giving pro forma effect to thereto a Change of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach of the Specified Financial Covenants that had occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes under the Loan DocumentsControl would occur. For the avoidance of doubt, doubt no Lender shall be under any obligation to make any Loans or other extensions of credit during the period between the date on which such holder of an Equity Interest in the Borrower shall comply with Section 10.01 at all times and provides notice of its intention to exercise the cure right provided for in this Section 10.03 shall apply only to 11.5 and the Specified Financial Covenants. [***] Certain information date on which the Agent receives cash in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to amount of the omitted portionsCure Amount.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 11 11, in the event that Borrower fails to comply with the covenants contained in Section 10.02(a) through (ec) (such covenants for such applicable periods being the “ “Specified Financial Covenants Covenants”), Borrower shall have the right at any time in the twelve (12) months prior to, or within [***] 90 (ninety) days of of, the end of the respective calendar year year: (i) to apply cash on hand (other than cash proceeds from the Loans or any Permitted Priority Debt) or proceeds from the issuance of issue additional shares of Equity Interests in exchange for cash (other than Disqualified Equitythe “Equity Cure Right”), or (ii) to borrow Permitted Cure Debt or any licensing(the “Subordinated Debt Cure Right” and, corporate collaborationcollectively with the Equity Cure Right, development or similar transactions the “Cure Right”), in an amount equal to (x) two (2) multiplied by (y) the Minimum Required Revenue less Borrower’s annual Revenue or up to the remaining available amount of Permitted Subordinated Debt permitted under Section 9.01(k) (the “ “Cure Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount ”) to prepay the Loans (including any fees payable pursuant to the Fee Letter but not including any Prepayment Premium) in accordance with Section 3.03(a) exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the foregoing prepaymentrecalculation, Borrower shall then be in compliance with the requirements of the Specified Financial Covenants, Borrower shall be deemed to have satisfied the requirements of the Specified Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach of the Specified Financial Covenants that had occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes under the Loan Documents. For the avoidance of doubt, Borrower shall comply with Section 10.01 at all times and this Section 10.03 shall apply only to the Specified Financial Covenants. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Cure Right. Notwithstanding anything to the contrary contained in Section 11 11, in the event that Borrower fails to comply with the covenants contained in Section 10.02(a) through (e) (such covenants for such applicable periods being the “ “Specified Financial Covenants Covenants”), Borrower shall have the right within [***] days of the end of the respective calendar year to apply cash on hand (other than cash proceeds from the Loans or any Permitted Priority Debt) or proceeds from the issuance of additional shares of Equity Interests (other than Disqualified Equity), Permitted Cure Debt or any licensing, corporate collaboration, development or similar transactions in an amount equal to (x) two (2) multiplied by (y) the Minimum Required Revenue less Borrower’s annual Revenue (the “ “Cure Amount Amount”) to prepay the Loans (including any fees payable pursuant to the Fee Letter but not including any Prepayment Premium) in accordance with Section 3.03(a) ). If, after giving effect to the foregoing prepayment, Borrower shall then be in compliance with the requirements of the Specified Financial Covenants, Borrower shall be deemed to have satisfied the requirements of the Specified Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach of the Specified Financial Covenants that had occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes under the Loan Documents. For the avoidance of doubt, Borrower shall comply with Section 10.01 at all times and this Section 10.03 shall apply only to the Specified Financial Covenants. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.