Common use of Permitted Prepayment of Term Loan Clause in Contracts

Permitted Prepayment of Term Loan. From and after the first anniversary of the Effective Date only, Borrower shall have the option to prepay all or part of the Term Loan advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loan at least five (5) days prior to such prepayment, (ii) in the event of a partial prepayment, prepays such part of the Term Loan in a denomination that is a whole number multiple of Five Million Dollars ($5,000,000.00), and (iii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of the Term Loan being prepaid plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment with respect to the portion of the Term Loan being prepaid, (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts pursuant to the terms of this Agreement, and (D) the applicable Prepayment Fee with respect to the portion of the Term Loan being prepaid. For the sake of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under the Term Loan, and shall be applied on a pro-rata basis to all remaining payments outstanding in inverse order of maturity. Notwithstanding the foregoing, any prepayment made by Borrower after the first anniversary of the Effective Date but prior to the second anniversary of the Effective Date shall be in full and permitted solely in connection with a Permitted Prepayment Reason.

Permitted Prepayment of Term Loan. From and after the first anniversary of the Effective Date only, Borrower Borrowers shall have the option to prepay all or part all, but not less than all, of the Term Loan advanced by the Lenders under this AgreementLoan, provided Borrower (i) provides Borrowers provide written notice to Collateral Agent Bank of its election to prepay the Term Loan at least five (5) days Business Days prior to such prepayment, (ii) in the event of a partial prepaymentand, prepays such part of the Term Loan in a denomination that is a whole number multiple of Five Million Dollars ($5,000,000.00), and (iii) pays subject to the Lenders proviso below, pay, on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, prepayment an amount equal to the sum of of: (Ai) the portion of all outstanding principal of the Term Loan being prepaid plus all any accrued and unpaid interest thereon through the thereon, and, in case of prepayment date, (B) the applicable Final Payment with respect prior to the portion one year anniversary of the Closing Date, any interest that would have accrued on the Term Loan being prepaidfrom the date of such prepayment through such one year anniversary, plus (Cii) the Prepayment Fee (if any), plus (iii) all other Obligations sums, if any, that are then shall have become due and payable, including Lenders’ Expenses and interest at the Default Rate with respect or any late fee, if applicable. Any such notice provided to any past due amounts Bank pursuant to the terms of this Agreement, and (D) the applicable Prepayment Fee with respect to the portion of the Term Loan being prepaid. For the sake of clarity, any partial prepayment foregoing sentence shall be applied pro-rata to all outstanding amounts under the Term Loanirrevocable; provided that, and shall be applied on a pro-rata basis to all remaining payments outstanding in inverse order of maturity. Notwithstanding notwithstanding the foregoing, any Borrowers may rescind or extend prepayment made by Borrower after the first anniversary notices relative to proposed payments in full of the Effective Date but prior to Obligations as a result of a refinancing, a Change in Control or a sale of all or substantially all of Borrowers’ assets, if such refinancing, Change of Control or sale is not consummated on or before the second anniversary date of the Effective Date shall be in full and permitted solely in connection with a Permitted Prepayment Reasonproposed prepayment.

Permitted Prepayment of Term Loan. From and after After the first anniversary of the Effective Date onlyDate, Borrower shall have the option to prepay all or part of the any Term Loan advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the such Term Loan at least five seven (57) days Business Days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of such Term Loan plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Fee, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including, without limitation, Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding anything herein to the contrary, after the first anniversary of the Effective Date, Borrower shall also have the option to prepay part of Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least seven (7) Business Days prior to such prepayment, (ii) in the event of a partial prepayment, prepays such part of the Term Loan Loans in a denomination that is a whole number multiple principal amount of Five Million Dollars ($5,000,000.00)) or a whole multiple of One Million Dollars ($1,000,000.00) in excess thereof, and (iii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of the such Term Loan being prepaid Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment with respect to the portion of the Term Loan being prepaidFee, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts pursuant to the terms of this Agreementamounts, and (D) the applicable Prepayment Fee with respect to the portion of the such Term Loan Loans being prepaid. For the sake purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under the each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis to all remaining payments outstanding in inverse order of maturity. Notwithstanding the foregoing, any prepayment made by Borrower after the first anniversary of the Effective Date but prior to the second anniversary of the Effective Date shall be in full and permitted solely in connection with a Permitted Prepayment Reasonbasis.

Permitted Prepayment of Term Loan. From and after After the date that is the first anniversary of the First Amendment Effective Date onlyDate, the Borrower shall have the option to prepay all or part all, but not less than all, of the Term Loan advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loan at least five seven (57) days Business Days prior to such prepayment, and (ii) pays to Collateral Agent for the benefit of each Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loan plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Fee, (C) the Prepayment Fee, plus (D) all other outstanding Obligations that are due and payable, including, without limitation, Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding anything herein to the contrary, after the first anniversary of the First Amendment Effective Date, Borrower shall also have the option to prepay part of Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least seven (7) Business Days prior to such prepayment, (ii) in the event of a partial prepayment, prepays such part of the Term Loan Loans in a denomination that is a whole number multiple principal amount of Five Million Dollars ($5,000,000.00)) or a whole multiple of One Million Dollars ($1,000,000.00) in excess thereof, and (iii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of the such Term Loan being prepaid Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment with respect to the portion of the Term Loan being prepaidFee, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts pursuant to the terms of this Agreementamounts, and (D) the applicable Prepayment Fee with respect to the portion of the such Term Loan Loans being prepaid. For the sake purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under the each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis to all remaining payments outstanding in inverse order of maturitybasis. 4. Notwithstanding the foregoing, any prepayment made by Borrower after the first anniversary Section 2.3(a) of the Effective Date but prior to the second anniversary of the Effective Date shall be in full Loan Agreement is hereby amended and permitted solely in connection with a Permitted Prepayment Reason.restated as follows:

Permitted Prepayment of Term Loan. From and after After the first anniversary of the Effective Date onlyDate, Borrower shall have the option to prepay all or part of the Term Loan Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loan Loans at least five seven (57) days Business Days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of such Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Fee, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including, without limitation, Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding anything herein to the contrary, after the first anniversary of the Effective Date, Borrower shall also have the option to prepay part of Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least seven (7) Business Days prior to such prepayment, (ii) in the event of a partial prepayment, prepays such part of the Term Loan Loans in a denomination that is a whole number multiple principal amount of Five Million Dollars (( $5,000,000.00)) or a whole multiple of One Million Dollars ( $1,000,000.00) in excess thereof, and (iii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of the such Term Loan being prepaid Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment with respect to the portion of the Term Loan being prepaidFee, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts pursuant to the terms of this Agreementamounts, and (D) the applicable Prepayment Fee with respect to the portion of the such Term Loan Loans being prepaid. For the sake purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under the each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis basis. Furthermore, notwithstanding anything herein to the contrary, commencing on December 1, 2021, Borrower shall prepay an aggregate principal amount of Seven Million Five Hundred Thousand Dollars ($7,500,000.00) of the Term Loans advanced by the Lenders under this Agreement in ten consecutive equal monthly installments of Seven Hundred Fifty Thousand Dollars ($750,000.00) each, provided Borrower shall also pay to the Lenders on the date of each such prepayment, in accordance with its respective Pro Rata Share, an amount equal to the sum of all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. No Prepayment Fee shall be due with respect to the prepayments made pursuant to this paragraph and the Final Fee with respect thereto shall be due and payable on the Maturity Date or the earliest of Maturity Date, the acceleration of any Term Loan or the earlier prepayment of all outstanding Term Loans pursuant to Section 2.2(c) or (d). For the purposes of clarity, all prepayments made pursuant to this paragraph shall be applied pro-rata to all remaining outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments outstanding in inverse order of maturityunder Section 2.2(b) on a pro-rata basis. 3. Notwithstanding the foregoing, any prepayment made by Borrower after the first anniversary Section 6.13 of the Effective Date but prior to the second anniversary of the Effective Date shall be in full Loan Agreement is hereby amended and permitted solely in connection with a Permitted Prepayment Reason.restated as follows:

Permitted Prepayment of Term Loan. From and after the first anniversary of the Effective Date onlyDate, Borrower shall have the option to prepay all or part of the Term Loan advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loan at least five (5) days prior to such prepayment, (ii) in the event of a partial prepayment, prepays such part of the Term Loan in a denomination that is a whole number multiple of Five Million Dollars ($5,000,000.00), and (iii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of the Term Loan being prepaid plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment Fee with respect to the portion of the Term Loan being prepaid, (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts pursuant to the terms of this Agreement, and (D) the applicable Prepayment Fee with respect to the portion of the Term Loan being prepaid. For the sake of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under the Term Loan, and shall be applied on a pro-rata basis to all remaining payments outstanding in inverse order of maturity. Notwithstanding the foregoing, any on April 28, 2023, Borrower shall make a prepayment made by Borrower after of principal in the first anniversary amount of Ten Million Dollars ($10,000,000.00), along with other applicable payments; provided, however, the Prepayment Fee with respect to such principal amount prepaid on April 28, 2023 only is hereby waived; provided, further that the Final Fee with respect to such principal amount being prepaid will become due and payable on the earliest of (i) Maturity Date, (ii) the prepayment of all of the Effective Date but prior outstanding Term Loans pursuant to Section 2.2(c) or Section 2.2(d), or (iii) the second anniversary acceleration of any Term Loan following the occurrence of an Event of Default. 2.2 Section 2.3 (Payment of Interest on the Term Loan). (a) Section 2.3(a) of the Effective Date shall be in full Loan Agreement is amended and permitted solely in connection with a Permitted Prepayment Reason.restated as follows:

Permitted Prepayment of Term Loan. From and after the first anniversary of the Effective Date only, Borrower shall have the option to prepay all or part all, but, subject to the second paragraph of this Section 2.2(d), not less than all, of the Term Loan advanced by the Lenders under this Agreement, provided Borrower Borrower, subject to the second paragraph of this Section 2.2(d), (i) provides written notice to Collateral Agent of its election to prepay the Term Loan at least five fifteen (515) days prior to such prepayment, and (ii) in the event of a partial prepayment, prepays such part of the Term Loan in a denomination that is a whole number multiple of Five Million Dollars ($5,000,000.00), and (iii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of all outstanding principal of the Term Loan being prepaid plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment with respect to the portion of the Term Loan being prepaidPayment, (C) the Prepayment Fee, plus (D) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts pursuant amounts. Notwithstanding anything herein to the terms contrary, Borrower shall promptly pay to each Lender (in accordance with its Pro Rata Share) 75% of all proceeds received by Borrower (i) from the issuance and sale by Borrower of its unsecured subordinated convertible debt, (ii) in connection with a joint venture, collaboration or other partnering transaction, (iii) in connection with any licenses, (iv) in the form of dividends (other than non-cash dividends received from wholly owned Subsidiaries of Borrower) and (v) from sale of any assets of Borrower (provided; nothing in this Section 2.2(d) is a consent to or meant to be construed as a consent to any disposition of any assets of Borrower not otherwise permitted by this Agreement). For the purposes of clarification, proceeds received from sale and issuance by Borrower of its equity securities (which are not in the form of convertible debt) shall not be subject to the payment obligations of Borrower under the immediately preceding sentence. All such payments shall be applied to (A) payment of a portion of the outstanding principal of the Term Loans plus all accrued and unpaid interest thereon outstanding on such portion being prepaid, (B) the applicable Final Payment with respect to the portion of such Term Loans being prepaid, and (DC) the applicable Prepayment Fee with respect to the portion of the such Term Loan Loans being prepaid. For the sake purposes of clarity, any partial prepayment of Term Loans hereunder shall be applied pro-rata to all outstanding amounts under the each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis basis. The payments under and in accordance with this paragraph shall continue until an aggregate principal amount of Term Loans of Seven Million Dollars ($7,000,000.00) has been prepaid pursuant to all remaining payments outstanding in inverse order this paragraph. If on December 31, 2018, less than Seven Million Dollars ($7,000,000.00) of maturity. Notwithstanding aggregate principal amount of Term Loans has been paid pursuant to this paragraph, Borrower shall promptly make such additional prepayments as would make the foregoing, any prepayment made by Borrower after the first anniversary aggregate principal amount of the Effective Date but prior Term Loans prepaid pursuant to the second anniversary of the Effective Date shall be in full and permitted solely in connection with a Permitted Prepayment Reasonthis paragraph equal to Seven Million Dollars ($7,000,000.00) has been prepaid pursuant to this paragraph.

Permitted Prepayment of Term Loan. From and after After the date that is the first anniversary of the Effective Date onlyDate, Borrower shall have the option to prepay all or part all, but not less than all, of the Term Loan advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loan at least five seven (57) days Business Days prior to such prepayment, and (ii) in the event of a partial prepayment, prepays such part of the Term Loan in a denomination that is a whole number multiple of Five Million Dollars ($5,000,000.00), and (iii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of all outstanding principal of the Term Loan being prepaid plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment with respect to the portion of the Term Loan being prepaidFee, (C) the Prepayment Fee, plus (D) all other Obligations that are then due and payable, including including, without limitation, Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts pursuant amounts. Notwithstanding anything herein to the terms contrary, on the Second Amendment Date, Borrower shall prepay a principal amount of this Agreement, and Two Million One Hundred Thousand Dollars (D$2,100,000.00) to Collateral Agent as a partial prepayment of the applicable Prepayment Fee with respect to the portion aggregate principal amount of the Term Loan being prepaid. For the sake of clarityA Loans, any partial prepayment which amount shall be applied pro-rata to all ratably towards the repayment of the principal amount outstanding amounts under of the Term Loan, A-1 Loan and shall be applied on a pro-rata basis to all remaining payments outstanding in inverse order of maturity. Notwithstanding the foregoing, any prepayment made by Borrower after the first anniversary of the Effective Date but prior to the second anniversary of the Effective Date shall be in full and permitted solely in connection with a Permitted Prepayment Reason.the

Permitted Prepayment of Term Loan. From and after After the first anniversary of the First Amendment Effective Date only, Borrower shall have the option to prepay all or part of the Term Loan advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loan at least five (5) days prior to such prepayment, (ii) in the event of a partial prepayment, prepays such part of the Term Loan in a denomination that is a whole number multiple of Five Million Dollars ($5,000,000.00), and (iii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of the Term Loan being prepaid plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment with respect to the portion of the Term Loan being prepaid, (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts pursuant to the terms of this Agreement, and (D) the applicable Prepayment Fee with respect to the portion of the Term Loan being prepaid. For the sake of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under the Term Loan, and shall be applied on a pro-rata basis to all remaining payments outstanding in inverse order of maturity. Notwithstanding the foregoing, any prepayment made by Borrower after the first anniversary of the Effective Date but prior to the second anniversary of the Effective Date shall be in full and permitted solely in connection with a Permitted Prepayment Reason. 2.3 Section 2.3 (

Permitted Prepayment of Term Loan. From and after the first anniversary of the Effective Date only, Borrower shall have the option to prepay all or part (but not less than all) of the Term Loan advanced by the Lenders Loans outstanding under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loan Loans at least five seven (57) days Business Days prior to such prepayment, (ii) in the event of a partial prepayment, prepays such part of the Term Loan in a denomination that is a whole number multiple of Five Million Dollars ($5,000,000.00), and (iii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of all outstanding principal of the such Term Loan being prepaid Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment with respect to the portion of the Term Loan being prepaidFee, (C) the Prepayment Fee, plus (D) all other Obligations that are then due and payable, including including, without limitation, Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts pursuant amounts, and, (iii) in the case of any such prepayment occurring on or prior to the terms of this Agreement, and (D) the applicable Prepayment Fee with respect to the portion of the Term Loan being prepaid. For the sake of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under the Term Loan, and shall be applied on a pro-rata basis to all remaining payments outstanding in inverse order of maturity. Notwithstanding the foregoing, any prepayment made by Borrower after the first anniversary of the Effective Date but with the proceeds of Indebtedness provided by a Person or Persons other than the Lenders (such Indebtedness, “Third Party Refinancing Indebtedness”), such prepayment shall only be permitted if, prior to incurring such Third Party Refinancing Indebtedness and applying the second anniversary of proceeds thereof to such prepayment, Borrower shall have provided Lenders notice and a reasonable opportunity to provide Indebtedness to Borrower on the Effective Date same terms as those governing the Third Party Refinancing Indebtedness and the Lenders shall be in full and permitted solely in connection with a Permitted Prepayment Reasonhave declined to so provide such Indebtedness on such terms.