Common use of Revenue-Based Payment Clause in Contracts

Revenue-Based Payment. (a) During the period commencing on the date hereof until the Obligations are Paid in Full, Borrower promises to pay, for the account of each Lender according to its Pro Rata Term Loan Share, an amount based on a percentage of the aggregate of Net Sales, Royalties and any other income or revenue actually received by (or otherwise recognized by in accordance with GAAP) Borrower or its Subsidiary in each Fiscal Quarter (the “Revenue-Based Payment”), which will be applied to the Obligations as provided in Section 2.9.1(b). The Revenue-Based Payment with respect to each Fiscal Quarter shall be payable on the Payment Date next following the end of such Fiscal Quarter. Commencing with the Fiscal Quarter beginning July 1, 2013, the Revenue-Based Payment with respect to each Fiscal Quarter shall be equal to the difference between (x) the aggregate Revenue-Based Payments payable from January 1 of the Fiscal Year of which the Fiscal Quarter is part through the end of such Fiscal Quarter, calculated as the sum of: (i) eleven and one-half of one percent (11.5%) of the aggregate Net Sales and Royalties up to $7,500,000 in such Fiscal Year; and (ii) nine percent (9%) of the aggregate Net Sales and Royalties which exceed $7,500,000 in such Fiscal Year, and (y) the amount of Revenue-Based Payments, if any, made with respect to prior Fiscal Quarters in such Fiscal Year, if any. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. The Revenue-Based Payment (A) is payable solely upon the aggregate Net Sales and Royalties in a Fiscal Year, and will not be calculated on a cumulative, year-over-year basis and (B) shall be calculated using the Average Exchange Rate applicable to such period being measured as described in this Section 2.9.1(a). (b) So long as no Event of Default has occurred and is continuing and until the Obligations have been Paid in Full, each Revenue-Based Payment on each Payment Date will be applied in the following priority: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral Agreement, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral; (ii) SECOND, to the payment of all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loans and Commitments pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral Agreement, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iii) THIRD, to the payment of all accrued but unpaid interest due and owing to Lenders in respect of the Loans, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, as it relates to each Payment Date on or after the first anniversary of the Closing Date, to the payment of all principal of the Loans, pro rata based on each Lender’s Pro Rata Term Loan Share, up to an aggregate amount of $650,000 on any Payment Date; (v) FIFTH, all remaining amounts to the Borrower. In the event that the amounts distributed under Section 2.9.1(b) on any Payment Date are insufficient for payment of the amounts set forth in Section 2.9.1(b)(i) through (iii) for such Payment Date, Borrower shall pay an amount equal to the extent of such insufficiency within five (5) Business Days of request by Agent. (c) With respect to each Fiscal Quarter ending prior to the Maturity Date, Borrower shall provide a written report to Agent of the aggregate of Net Sales, Royalties and any other income or revenue actually received by (or otherwise recognized by in accordance with GAAP) Borrower or its Subsidiary in such Fiscal Quarter and the calculation of the Revenue-Based Payment due and payable to the Lenders, in the aggregate, with respect to such Fiscal Quarter. Each such report shall be due within twenty-one (21) calendar days of the end of the relevant Fiscal Quarter. (d) In the event that Borrower makes any adjustment to Net Sales or Royalties after such items have been reported to Agent, and such adjustment results in an adjustment to the Revenue-Based Payment due to the Lenders pursuant to this Section 2.9.1, Borrower shall so notify Agent and such adjustment shall be captured, reported and reconciled with the next scheduled report and payment of Revenue-Based Payment hereunder. Notwithstanding the foregoing, Agent and Borrower shall discuss and agree on the amount of any such adjustment prior to it being given effect with respect to future Revenue-Based Payments. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Revenue-Based Payment. (a) During the period commencing on the date hereof until the Obligations are Paid in Full, Borrower promises Borrowers promise to paypay to Agent, for the account of each Lender according to its Pro Rata Term Loan ShareShare in accordance with Section 2.10.1, an amount based on a percentage of the aggregate of Net Sales, Royalties and any other income or revenue actually received by (or otherwise recognized by in accordance with GAAP) Borrower or its Subsidiary in each Fiscal Quarter (the each, a “Revenue Based Payment”) calculated as set forth in clauses (i), (ii), (iii) and (iv) below. Each Revenue-Based Payment”), which Payment will be applied to the Obligations as provided in Section 2.9.1(b). The Revenue-Based Payment with respect to each Fiscal Quarter, commencing with the Fiscal Quarter that begins on January 1, 2014, shall be payable on the applicable Payment Date next following the end of for such Fiscal Quarter. Commencing with Revenue-Based Payments shall be determined as follows: (i) For the Fiscal Quarter beginning July that begins on January 1, 20132014, and each subsequent Fiscal Quarter that begins on or prior to October 1, 2017, the Revenue-Based Payment shall be equal to the lesser of: (A) the Maximum Quarterly Revenue-Based Payment for such Fiscal Quarter; and (B) the Minimum Quarterly Revenue-Based Payment for such Fiscal Quarter; provided, however, that for any Fiscal Quarter during which an Event of Default has occurred and is continuing, the amount of the Revenue-Based Payment with respect to each such Fiscal Quarter shall be calculated as set forth in Section 2.9.1(a)(iv), notwithstanding, for the avoidance of doubt, that such amount may be in excess of the amount determined under this Section. (i) For the Fiscal Quarter that begins on January 1, 2018, and each subsequent Fiscal Quarter, the Revenue-Based Payment shall be equal to the difference between (x) the aggregate Minimum Quarterly Revenue-Based Payments payable from January 1 of the Fiscal Year of which the Fiscal Quarter is part through the end of Payment for such Fiscal Quarter; provided, however, that for any Fiscal Quarter during which an Event of Default has occurred and is continuing, the amount of the Revenue-Based Payment with respect to such Fiscal Quarter shall be calculated as set forth in Section 2.9.1(a)(iv), notwithstanding, for the sum of: (i) eleven and one-half avoidance of one percent (11.5%) doubt, that such amount may be in excess of the aggregate Net Sales and Royalties up to $7,500,000 in such Fiscal Year; andamount determined under this Section. (ii) nine percent (9%) of the aggregate Net Sales and Royalties which exceed $7,500,000 in such Fiscal Year, and (y) the amount of Revenue-Based Payments, if any, made with respect to prior Fiscal Quarters in such Fiscal Year, if any. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. The Revenue-Based Payment (A) is payable solely upon the aggregate Net Sales and Royalties Aggregate Revenue in a Fiscal Sales Year, and will not be calculated on a cumulative, year-over-year basis and (B) shall be calculated using the Average Exchange Rate applicable to such period being measured as described in this Section 2.9.1(a)basis. (biii) So long as no For any Fiscal Quarter during which an Event of Default has occurred and is continuing continuing, the amount of the Revenue-Based Payment with respect to such Fiscal Quarter shall be calculated as the sum of: (A) the amount that would otherwise be required to be paid with respect to such Fiscal Quarter as calculated pursuant to Sections 2.9.1(a)(i) or (ii), as applicable; plus (B) an additional amount (if positive) that would be needed to be paid such that the sum of the payments under the foregoing clause (A) and until this clause (B) equals thirty-three percent (33%) of the Obligations have been Paid Aggregate Revenue in Fullsuch Fiscal Quarter (the amount payable under this clause (B) is referred to as the “Default Premium”). Each Borrower recognizes and acknowledges that any Event of Default will result in losses and additional expenses to Agent and Lenders. Each Borrower further acknowledges and agrees that in the event of any such Event of Default, Agent and Lenders would be entitled to damages for the detriment proximately caused thereby, but that it would be extremely difficult and impracticable to ascertain the extent of or compute such damages. Therefore, upon occurrence and during the existence of an Event of Default, Revenue-Based Payments shall, without notice to any Loan Party, be calculated as set forth in this Section to the maximum extent permitted by law. (b) Subject to Section 2.10.2, each Revenue-Based Payment on each Payment Date Date, and each prepayment pursuant to Section 2.8.1(a) or 2.8.2(b) will be applied in the following priority: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral Agreementany other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loans Loan and Commitments pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral AgreementCommitments, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iii) THIRD, to the payment of all accrued but unpaid interest due and owing to Lenders in respect of the LoansRevenue-Based Premium, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in FullRevenue-Based Payments have been applied to the Revenue-Based Premium up to the full amount of the Revenue-Based Premium; (iv) FOURTH, as it relates to each Payment Date on or after the first anniversary of the Closing Date, to the payment of all principal of the LoansLoan, pro rata based on each Lender’s Pro Rata Term Loan Share, up to an aggregate amount of $650,000 on any Payment Date; (v) FIFTH, to the payment of all other Obligations, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vi) SIXTH, all remaining amounts to the BorrowerBorrowers. In the event that the amounts distributed under Section 2.9.1(b) on any Payment Date are insufficient for payment of the amounts set forth in Section 2.9.1(b)(i) through and (iiiii) for such Payment Date, Borrower Borrowers shall pay an amount equal to the extent of such insufficiency within five (5) Business Days of request by Agent. (c) With respect to each Fiscal Quarter ending prior to the Term Loan Maturity Date, Borrower the Loan Parties shall provide a written report to Agent of the aggregate of Net Sales, Royalties and any other income or revenue actually received by (or otherwise recognized by in accordance with GAAP) Borrower or its Subsidiary Aggregate Revenue in such Fiscal Quarter and the calculation of the Revenue-Based Payment due and payable to the Lenders, in the aggregate, with respect to such Fiscal Quarter. Each such report shall be due within twenty-one five (215) calendar days Business Days of the end of the relevant Fiscal Quarter. (d) In the event that Australian Borrower makes or its Subsidiaries make any adjustment to Net Sales or Royalties Aggregate Revenue after such items have been reported to Agent, and such adjustment results in an adjustment to the Revenue-Based Payment due to the Lenders pursuant to this Section 2.9.1, Borrower the Loan Parties shall so notify Agent and such adjustment shall be captured, reported and reconciled with the next scheduled report and payment of Revenue-Based Payment hereunder. Notwithstanding the foregoing, Agent and Australian Borrower shall discuss and agree on the amount of any such adjustment prior to it being given effect with respect to future Revenue-Based Payments. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Revenue-Based Payment. (a) During the period commencing on the date hereof until the Obligations are Paid in Fulla. Until terminated by a Termination Payment pursuant to this Agreement, Borrower promises to pay, for the account of each Lender according to its Pro Rata Term Loan Share, an amount based on a percentage of the aggregate of Net Sales, Royalties and any other income or revenue actually received by (or otherwise recognized by in accordance with GAAP) Borrower or its Subsidiary in each Fiscal Quarter (the “Revenue-Based Payment”), which will be applied SmartGate shall pay to the Obligations as provided in Section 2.9.1(b). The Revenue-Recipients the Revenue Based Payment with respect to each Fiscal Quarter as defined herein. b. Each Revenue Based Payment shall be payable on paid within fifteen (15) calendar days following each fiscal quarter of SmartGate. c. Unless otherwise agreed by SmartGate and the Payment Date next following the end of such Fiscal Quarter. Commencing with the Fiscal Quarter beginning July 1Super Majority, 2013, the Revenue-each Revenue Based Payment with respect to each Fiscal Quarter shall be equal to the difference between paid one-half (x1/2) the aggregate Revenue-Based Payments payable from January 1 of the Fiscal Year of which the Fiscal Quarter is part through the end of such Fiscal Quarter, calculated as the sum of: (i) eleven in cash and one-half (1/2) in SmartGate common stock. The SmartGate common stock shall be valued at seventy-five (75%) percent of one the average closing market price for the thirty (30) calendar days immediately preceding the end of the applicable quarterly period. d. In the event any Revenue Based Payment is not paid when due, such unpaid Revenue Based Payment(s) shall accrue interest at the lower of eighteen (18%) percent or the amount permissible under law per annum from the due date until the date said Revenue Based Payment (or Revenue Based Payments) is paid in full. e. Annually, the Quarterly Revenue Based Payments made shall be reviewed by SmartGate's independent public accountants, which shall provide the manner of calculation and the amount of payment due for the year. The Recipients shall have the right to independently audit said calculation. If any payment is underpaid by greater than ten percent (11.510%) of the aggregate Net Sales and Royalties up to $7,500,000 in amount that should have been paid, SmartGate shall immediately pay the unpaid amount with interest on such Fiscal Year; and (ii) nine unpaid amount at the lower of eighteen percent (918%) of the aggregate Net Sales and Royalties which exceed $7,500,000 in such Fiscal Year, and (y) or the amount of Revenue-Based Payments, if any, made with respect to prior Fiscal Quarters permissible under law per annum from the date the unpaid amount should have been paid until it is paid in such Fiscal Year, if any. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. full. f. The Revenue-Revenue Based Payment (A) is payable solely upon the aggregate Net Sales and Royalties in a Fiscal Year, and will not be calculated on a cumulative, year-over-year basis and (B) shall be calculated using made to the Average Exchange Rate applicable to such period being measured as described in this Section 2.9.1(a). Recipients (bor their respective heirs, successors or assigns) So long as no Event of Default has occurred and is continuing and until the Obligations have been Paid in Full, each Revenue-Based Payment on each Payment Date will be applied in the following priority:amounts: ---------------------------------------------------------------------------- NAME % OF THE REVENUE BASED PAYMENT BEING PAID ---------------------------------------------------------------------------- Stephen A. Michael 42.535953 ---------------------------------------------------------------------------- Elizabeth Rosemary Duffey Irrevocable Trust 21.267976 Xxxxx Xxxxxxxxx Xxxxx xxe 29th day of July 1998 ---------------------------------------------------------------------------- Spencer Charles Duffey Irrevocable Trust 21.267976 Xxxxx Axxxxxxxx Xxxxx the 29th day of July 1998 ---------------------------------------------------------------------------- Robert T. Roth 10.066844 ---------------------------------------------------------------------------- William W. Dolan 4.861251 ---------------------------------------------------------------------------- (i) FIRST, to the payment g. Any assignment by a Recipient of part or all fees, costs, expenses and indemnities due and owing to Agent pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral Agreement, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security their interest in the Collateral; (ii) SECOND, to the payment of all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loans and Commitments pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral Agreement, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iii) THIRD, to the payment of all accrued but unpaid interest due and owing to Lenders in respect of the Loans, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, as it relates to each Payment Date on or after the first anniversary of the Closing Date, to the payment of all principal of the Loans, pro rata based on each Lender’s Pro Rata Term Loan Share, up to an aggregate amount of $650,000 on any Payment Date; (v) FIFTH, all remaining amounts to the Borrower. In the event that the amounts distributed under Section 2.9.1(b) on any Payment Date are insufficient for payment of the amounts set forth in Section 2.9.1(b)(i) through (iii) for such Payment Date, Borrower shall pay an amount equal to the extent of such insufficiency within five (5) Business Days of request by Agent. (c) With respect to each Fiscal Quarter ending prior to the Maturity Date, Borrower shall provide a written report to Agent of the aggregate of Net Sales, Royalties and any other income or revenue actually received by (or otherwise recognized by in accordance with GAAP) Borrower or its Subsidiary in such Fiscal Quarter and the calculation of the Revenue-Revenue Based Payment due and payable to the Lenders, in the aggregate, with respect to such Fiscal Quarter. Each such report shall be due within twenty-one (21) calendar days effective upon delivery of the end of the relevant Fiscal Quartersaid assignment in written form acceptable to SmartGate. (d) In the event that Borrower makes any adjustment to Net Sales or Royalties after such items have been reported to Agent, and such adjustment results in an adjustment to the Revenue-Based Payment due to the Lenders pursuant to this Section 2.9.1, Borrower shall so notify Agent and such adjustment shall be captured, reported and reconciled with the next scheduled report and payment of Revenue-Based Payment hereunder. Notwithstanding the foregoing, Agent and Borrower shall discuss and agree on the amount of any such adjustment prior to it being given effect with respect to future Revenue-Based Payments. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Revenue-Based Payment. (a) During the period commencing on the date hereof until the Obligations are Paid in Full, Borrower promises to paypay to Agent, for the account of each Lender according to its Pro Rata Term [Biolase] Credit Agreement #61304369 Loan Share, an amount based on a percentage of the aggregate of the Net Sales, Royalties and any other income or revenue actually received realized by (or otherwise recognized by Borrower and/or its Subsidiaries, on a consolidated basis, in accordance with GAAPGAAP (collectively, the “Aggregate Revenue”) Borrower or its Subsidiary in each Fiscal Quarter (the “Revenue-Based Payment”), which will be applied to the Obligations as provided in Section 2.9.1(b)clause (b) below. The Revenue-Based Payment with respect to each Fiscal Quarter shall be payable on the Payment Date next following the end of such Fiscal Quarter. Commencing with the Fiscal Quarter beginning July January 1, 20132018, the Revenue-Based Payment with respect to each Fiscal Quarter shall be equal to the difference between to: (xi) the aggregate Revenue-Based Payments payable from during the period commencing as of January 1 of the Fiscal Year of which the such Fiscal Quarter is part part, through the end of such Fiscal QuarterQuarter (such elapsed portion of the Fiscal Year, the “Elapsed Period”), calculated as the sum of: (iA) eleven and one-half of one Fifty percent (11.550.00%) of Aggregate Revenue during the aggregate Net Sales and Royalties Elapsed Period up to and including $7,500,000 in such Fiscal Year7,500,000; andplus (B) Twenty-five percent (25.00%) of Aggregate Revenue during the Elapsed Period greater than $7,500,000; minus (ii) nine percent (9%) of the aggregate Net Sales and Royalties which exceed $7,500,000 in such Fiscal Year, and (y) the amount of Revenue-Based Payments, if any, made with respect to prior Fiscal Quarters in such Fiscal Year, if any. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. The ; provided that the Revenue-Based Payment (A) is payable solely upon the aggregate Net Sales and Royalties Aggregate Revenue in a given Fiscal Year, and will not be calculated on a cumulative, year-over-year basis and (B) shall be calculated using the Average Exchange Rate applicable to such period being measured as described in this Section 2.9.1(a)basis. (b) So long as no Event of Default has occurred and is continuing and until the Obligations have been Paid in Full, each Revenue-Based Payment on each Payment Date will be applied in the following priority: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral AgreementDocuments, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the CollateralCollateral (other than fees not otherwise included in an invoice provided by Agent pursuant to Section 2.1.0.1 for such Payment Date for which invoices have been delivered to the Borrower no later than two (2) Business Days prior to such Payment Date); (ii) SECOND, to the payment of all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loans and Commitments pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral AgreementDocuments, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iii) THIRD, to the payment of all accrued but unpaid interest due and owing to Lenders in respect of the LoansLoans as of such Payment Date, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, as it relates to each Payment Date on or after the first anniversary of the Closing Date, Payment Date occurring in November 2023 to the payment of all principal of the Loans, pro rata based on each Lender’s Pro Rata Term Loan Share, up to an aggregate amount of $650,000 700,000 on any such Payment Date;; and [Biolase] Credit Agreement #61304369 (v) FIFTH, all remaining amounts to the Borrower. In the event that the amounts distributed under Section 2.9.1(bthis clause (b) on any Payment Date are insufficient for payment of the amounts set forth in Section 2.9.1(b)(iclauses (i) through (iii) above for such Payment Date, Borrower shall pay an amount equal to the extent of such insufficiency within five (5) Business Days (or such longer period as Agent may agree in its sole discretion) of request by Agent. For the avoidance of doubt, at all times prior to the Payment Date in November 2023, Borrower shall only be required to pay Revenue-Based Payments to the extent of amounts owing under clauses (i), (ii), and (iii) above on each such Payment Date prior to the Payment Date in November 2023. (c) With respect to each Fiscal Quarter ending prior to the Maturity Date, Borrower shall provide a written report to Agent of the aggregate of Net Sales, Royalties and any other income or revenue actually received by (or otherwise recognized by in accordance with GAAP) Borrower or its Subsidiary in such Fiscal Quarter and the calculation of the Revenue-Based Payment due and payable to the Lenders, in the aggregate, with respect to such Fiscal Quarter. Each such report shall be due within twenty-one (21) calendar days of the end of the relevant Fiscal Quarter. (d) In the event that Borrower makes any adjustment to Net Sales or Royalties Aggregate Revenue after such items have it has been reported to Agent, and such adjustment results in an adjustment to the Revenue-Based Payment due to the Lenders pursuant to this Section 2.9.1, Borrower shall so notify Agent and such adjustment shall be captured, reported and reconciled with the next scheduled report and payment of Revenue-Based Payment hereunder, but in no event shall the failure to have paid any amount that has been adjusted in accordance with this Section 2.9.1(d) result in an Event of Default to the extent such amounts are paid in full on the next Payment Date. Notwithstanding the foregoing, Agent and Borrower shall discuss and agree on the amount of any such adjustment prior to it being given effect with respect to future Revenue-Based Payments. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Revenue-Based Payment. (a) During the period commencing on the date hereof until the Obligations are Paid in Full, Borrower promises to paypay to Agent, for the account of each Lender according to its Pro Rata Term Loan Share, an amount based on a percentage of the aggregate of the Net Sales, Royalties and any other income or revenue actually received realized by (or otherwise recognized by Borrower and/or its Subsidiaries, on a consolidated basis, in accordance with GAAPGAAP (collectively, the “Aggregate Revenue”) Borrower or its Subsidiary in each Fiscal Quarter (the “Revenue-Based Payment”), which will be applied to the Obligations as provided in Section 2.9.1(b)clause (b) below. The Revenue-Based Payment with respect to each Fiscal Quarter shall be payable on the Payment Date next following the end of such Fiscal Quarter. Commencing with the Fiscal Quarter beginning July January 1, 20132018, the Revenue-Based Payment with respect to each Fiscal Quarter shall be equal to the difference between to: (xi) the aggregate Revenue-Based Payments payable from during the period commencing as of January 1 of the Fiscal Year of which the such Fiscal Quarter is part part, through the end of such Fiscal QuarterQuarter (such elapsed portion of the Fiscal Year, the “Elapsed Period”), calculated as the sum of: (iA) eleven and one-half of one Fifty percent (11.550.00%) of Aggregate Revenue during the aggregate Net Sales and Royalties Elapsed Period up to and including $7,500,000 in such Fiscal Year7,500,000; andplus (B) Twenty-five percent (25.00%) of Aggregate Revenue during the Elapsed Period greater than $7,500,000; minus (ii) nine percent (9%) of the aggregate Net Sales and Royalties which exceed $7,500,000 in such Fiscal Year, and (y) the amount of Revenue-Based Payments, if any, made with respect to prior Fiscal Quarters in such Fiscal Year, if any. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. The ; provided that the Revenue-Based Payment (A) is payable solely upon the aggregate Net Sales and Royalties Aggregate Revenue in a given Fiscal Year, and will not be calculated on a cumulative, year-over-year basis and (B) shall be calculated using the Average Exchange Rate applicable to such period being measured as described in this Section 2.9.1(a)basis. (b) So long as no Event of Default has occurred and is continuing and until the Obligations have been Paid in Full, each Revenue-Based Payment on each Payment Date will be applied in the following priority: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral AgreementDocuments, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the CollateralCollateral (other than fees not otherwise included in an invoice provided by Agent pursuant to Section 2.1.0.1 for such Payment Date for which invoices have been delivered to the Borrower no later than two (2) Business Days prior to such Payment Date); (ii) SECOND, to the payment of all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loans and Commitments pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral AgreementDocuments, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iii) THIRD, to the payment of all accrued but unpaid interest due and owing to Lenders in respect of the LoansLoans as of such Payment Date, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, as it relates to each Payment Date on or after the first anniversary of the Closing Date, Payment Date occurring in November 2023 to the payment of all principal of the Loans, pro rata based on each Lender’s Pro Rata Term Loan Share, up to an aggregate amount of $650,000 700,000 on any such Payment Date;; and (v) FIFTH, all remaining amounts to the Borrower. In the event that the amounts distributed under Section 2.9.1(bthis clause (b) on any Payment Date are insufficient for payment of the amounts set forth in Section 2.9.1(b)(iclauses (i) through (iii) above for such Payment Date, Borrower shall pay an amount equal to the extent of such insufficiency within five (5) Business Days (or such longer period as Agent may agree in its sole discretion) of request by Agent. For the avoidance of doubt, at all times prior to the Payment Date in November 2023, Borrower shall only be required to pay Revenue-Based Payments to the extent of amounts owing under clauses (i), (ii), and (iii) above on each such Payment Date prior to the Payment Date in November 2023. (c) With respect to each Fiscal Quarter ending prior to the Maturity Date, Borrower shall provide a written report to Agent of the aggregate of Net Sales, Royalties and any other income or revenue actually received by (or otherwise recognized by in accordance with GAAP) Borrower or its Subsidiary in such Fiscal Quarter and the calculation of the Revenue-Based Payment due and payable to the Lenders, in the aggregate, with respect to such Fiscal Quarter. Each such report shall be due within twenty-one (21) calendar days of the end of the relevant Fiscal Quarter. (d) In the event that Borrower makes any adjustment to Net Sales or Royalties Aggregate Revenue after such items have it has been reported to Agent, and such adjustment results in an adjustment to the Revenue-Based Payment due to the Lenders pursuant to this Section 2.9.1, Borrower shall so notify Agent and such adjustment shall be captured, reported and reconciled with the next scheduled report and payment of Revenue-Based Payment hereunder, but in no event shall the failure to have paid any amount that has been adjusted in accordance with this Section 2.9.1(d) result in an Event of Default to the extent such amounts are paid in full on the next Payment Date. Notwithstanding the foregoing, Agent and Borrower shall discuss and agree on the amount of any such adjustment prior to it being given effect with respect to future Revenue-Based Payments. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Revenue-Based Payment. (a) During the period commencing on the date hereof until the Obligations are Paid in Full, Borrower promises to paypay to Agent, for the account of each Lender according to its Pro Rata Term Loan Share, an amount based on a percentage of the aggregate of Net Sales, Royalties and any other income or revenue actually received by (or otherwise recognized by Borrower and/or its Subsidiaries, on a consolidated basis, in accordance with GAAPGAAP (in each case, excluding the proceeds from Dispositions) Borrower or its Subsidiary (collectively, the “Aggregate Revenue”) in each Fiscal Quarter (the “Revenue-Based Payment”), which will be applied to the Obligations as provided in Section 2.9.1(b)clause (b) below. The Revenue-Based Payment with respect to each Fiscal Quarter shall be payable on the Payment Date next following the end of such Fiscal Quarter. Commencing with the Fiscal Quarter beginning July April 1, 20132017, the Revenue-Based Payment with respect to each Fiscal Quarter shall be equal to: (i) as it solely relates to the difference between Payment Dates in August 2017, November 2017 and February 2018, respectively: (xA) the aggregate Revenue-Based Payments payable from January April 1 of the Fiscal Year of which the Fiscal Quarter is part 2017 through the end of such the Fiscal QuarterQuarter ending June 30, 2017, the Fiscal Quarter ending September 30, 2017 and the Fiscal Quarter ending December 31, 2017, respectively, calculated as the sum of:of (in each case based on the combined Aggregate Revenue of Loan Parties based on the assumption that the Provant Merger was effective as of March 31, 2017 regardless of the actual Closing Date and/or date of such Provant Merger): (i1) eleven and one-half of one fifteen percent (11.515%) of the aggregate Net Sales and Royalties Aggregate Revenue up to and including $7,500,000 20,000,000 in such Fiscal Year; andplus (ii2) nine ten percent (910.0%) of the aggregate Net Sales and Royalties which exceed Aggregate Revenue greater than $7,500,000 20,000,000 in such Fiscal Year, and ; minus (yB) the amount of Revenue-Based Payments, if any, made with respect to prior Fiscal Quarters in such Fiscal Year; or (ii) as it relates to the Payment Date in May 2018 and each Payment Date thereafter: (A) the aggregate Revenue-Based Payments payable from January 1 of the Fiscal Year of which such Fiscal Quarter is part through the end of such Fiscal Quarter, calculated as the sum of: (1) fifteen percent (15%) of Aggregate Revenue up to and including $20,000,000 in such Fiscal Year; plus (2) ten percent (10.0%) of Aggregate Revenue greater than $20,000,000 in such Fiscal Year; minus (B) the amount of Revenue-Based Payments, if any. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. The , made with respect to prior Fiscal Quarters in such Fiscal Year; in each case provided that the Revenue-Based Payment (A) is payable solely upon the aggregate Net Sales and Royalties Aggregate Revenue in a given Fiscal Year, and will not be calculated on a cumulative, year-over-year basis and (B) shall be calculated using the Average Exchange Rate applicable to such period being measured as described in this Section 2.9.1(a)basis. (b) So long as no Event of Default has occurred and is continuing and until the Obligations have been Paid in Full, each Revenue-Based Payment on each Payment Date will be applied in the following priority: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral AgreementDocuments, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral; (ii) SECOND, to the payment of all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loans and Commitments pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral AgreementDocuments, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iii) THIRD, to the payment of all accrued but unpaid interest due and owing to Lenders in respect of the LoansLoans as of such Payment Date (i.e. all accrued interest through and including each such 15th day (or subsequent Business Day) of February, May, August and November), pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, as it relates to each Payment Date on or after the first anniversary of the Closing DatePayment Date occurring in February 2019, to the payment of all principal of the Loans, pro rata based on each Lender’s Pro Rata Term Loan Share, up to in an aggregate amount equal to the lesser of $650,000 500,000 or the outstanding principal amount of the Loans as of each such Payment Date (for the avoidance of doubt, no principal payment shall be due and owing hereunder on any Payment DateDate occurring prior to February 2019); (v) FIFTH, all remaining amounts to the Borrower. In the event that the amounts distributed under Section 2.9.1(b) on any Payment Date are insufficient for payment of the amounts set forth in Section 2.9.1(b)(i) through (iiiiv) for such Payment Date, Borrower shall pay an amount equal to the extent of such insufficiency within five (5) Business Days of request by Agent. For the avoidance of doubt, at all times prior to the Payment Date in February 2019, Borrower shall only be required to pay Revenue-Based Payments to the extent of amounts owing under clauses (i), (ii), and (iii) above on each such Payment Date prior to February 2019. (c) With respect to each Fiscal Quarter ending prior to the Maturity Date, Borrower shall provide a written report to Agent of the aggregate of Net Sales, Royalties and any other income or revenue actually received by (or otherwise recognized by in accordance with GAAP) Borrower or its Subsidiary in such Fiscal Quarter and the calculation of the Revenue-Based Payment due and payable to the Lenders, in the aggregate, with respect to such Fiscal Quarter. Each such report shall be due within twenty-one (21) calendar days of the end of the relevant Fiscal Quarter. (d) In the event that Borrower makes any adjustment to Net Sales or Royalties Aggregate Revenue after such items have it has been reported to Agent, and such adjustment results in an adjustment to the Revenue-Based Payment due to the Lenders pursuant to this Section 2.9.1, Borrower shall so notify Agent and such adjustment shall be captured, reported and reconciled with the next scheduled report and payment of Revenue-Based Payment hereunder. Notwithstanding the foregoing, Agent and Borrower shall discuss and agree on the amount of any such adjustment prior to it being given effect with respect to future Revenue-Based Payments. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Revenue-Based Payment. (a) During the period commencing on the date hereof until the Obligations are Paid in Full, Borrower promises to paypay to Agent, for the account of each Lender according to its Pro Rata Term Loan Share, an amount based on a percentage of the aggregate of the Net Sales, Royalties and any other income or revenue actually received realized by (or otherwise recognized by Borrower and/or its Subsidiaries, on a consolidated basis, in accordance with GAAPGAAP (collectively, the “Aggregate Revenue”) Borrower or its Subsidiary in each Fiscal Quarter (the “Revenue-Based Payment”), which will be applied to the Obligations as provided in Section 2.9.1(b)clause (b) below. The Revenue-Based Payment with respect to each Fiscal Quarter shall be payable on the Payment Date next following the end of such Fiscal Quarter. Commencing with the Fiscal Quarter beginning July January 1, 20132018, the Revenue-Based Payment with respect to each Fiscal Quarter shall be equal to the difference between to: (xi) the aggregate Revenue-Based Payments payable from during the period commencing as of January 1 of the Fiscal Year of which the such Fiscal Quarter is part part, through the end of such Fiscal QuarterQuarter (such elapsed portion of the Fiscal Year, the “Elapsed Period”), calculated as the sum of: (iA) eleven and one-half of one Fifty percent (11.550.00%) of Aggregate Revenue during the aggregate Net Sales and Royalties Elapsed Period up to and including $7,500,000 in such Fiscal Year7,500,000; andplus (B) Twenty-five percent (25.00%) of Aggregate Revenue during the Elapsed Period greater than $7,500,000; minus [Biolase] Credit Agreement #61304369 (ii) nine percent (9%) of the aggregate Net Sales and Royalties which exceed $7,500,000 in such Fiscal Year, and (y) the amount of Revenue-Based Payments, if any, made with respect to prior Fiscal Quarters in such Fiscal Year, if any. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. The ; provided that the Revenue-Based Payment (A) is payable solely upon the aggregate Net Sales and Royalties Aggregate Revenue in a given Fiscal Year, and will not be calculated on a cumulative, year-over-year basis and (B) shall be calculated using the Average Exchange Rate applicable to such period being measured as described in this Section 2.9.1(a)basis. (b) So long as no Event of Default has occurred and is continuing and until the Obligations have been Paid in Full, each Revenue-Based Payment on each Payment Date will be applied in the following priority: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral AgreementDocuments, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the CollateralCollateral (other than fees not otherwise included in an invoice provided by Agent pursuant to Section 2.1.0.1 for such Payment Date for which invoices have been delivered to the Borrower no later than two (2) Business Days prior to such Payment Date); (ii) SECOND, to the payment of all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loans and Commitments pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral AgreementDocuments, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iii) THIRD, to the payment of all accrued but unpaid interest due and owing to Lenders in respect of the LoansLoans as of such Payment Date, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, as it relates to each Payment Date on or after the first anniversary of Payment Date occurring in May 2021 (or if the Closing DateExtension Conditions are satisfied, the Payment Date occurring in May 2022) to the payment of all principal of the Loans, pro rata based on each Lender’s Pro Rata Term Loan Share, up to an aggregate amount of $650,000 700,000 on any such Payment Date; (v) FIFTH, all remaining amounts to the Borrower. In the event that the amounts distributed under Section 2.9.1(bthis clause (b) on any Payment Date are insufficient for payment of the amounts set forth in Section 2.9.1(b)(iclauses (i) through (iii) above for such Payment Date, Borrower shall pay an amount equal to the extent of such insufficiency within five (5) Business Days (or such longer period as Agent may agree in its sole discretion) of request by Agent. For the avoidance of doubt, at all times prior to the Payment Date in May 2021 (or if the Interest Only Extension Conditions are satisfied, the Payment Date occurring in May 2022), Borrower shall only be required to pay Revenue-Based Payments to the extent of amounts owing under clauses (i), (ii), and (iii) above on each such Payment Date prior to the Payment Date in May 2021 (or if the Extension Conditions are satisfied, the Payment Date occurring in May 2022). (c) With respect to each Fiscal Quarter ending prior to the Maturity Date, Borrower shall provide a written report to Agent of the aggregate of Net Sales, Royalties and any other income or revenue actually received by (or otherwise recognized by in accordance with GAAP) Borrower or its Subsidiary in such Fiscal Quarter and the calculation of the Revenue-Based Payment due and payable to the Lenders, in the aggregate, with respect to such Fiscal Quarter. Each such report shall be due within twenty-one (21) calendar days of the end of the relevant Fiscal Quarter. (d) In the event that Borrower makes any adjustment to Net Sales or Royalties Aggregate Revenue after such items have it has been reported to Agent, and such adjustment results in an adjustment to the Revenue-Based Payment due to the Lenders pursuant to this Section 2.9.1, Borrower shall so notify Agent and such adjustment shall be captured, reported and reconciled with the next scheduled report and payment of Revenue-Based Payment hereunder, but in no event shall the failure to have paid any amount that has been adjusted in accordance with this Section 2.9.1(d) result in an Event of Default to the extent such amounts [Biolase] Credit Agreement #61304369 are paid in full on the next Payment Date. Notwithstanding the foregoing, Agent and Borrower shall discuss and agree on the amount of any such adjustment prior to it being given effect with respect to future Revenue-Revenue- Based Payments. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Revenue-Based Payment. (a) During the period commencing on the date hereof until the Obligations are Paid in Full, Borrower promises to paypay to Agent, for the account of each Lender according to its Pro Rata Term Loan Share, an amount based on a percentage of the aggregate of the Net Sales, Royalties and any other income or revenue actually received realized by (or otherwise recognized by Borrower and/or its Subsidiaries, on a consolidated basis, in accordance with GAAPGAAP (collectively, the “Aggregate Revenue”) Borrower or its Subsidiary in each Fiscal Quarter (the “Revenue-Based Payment”), which will be applied to the Obligations as provided in Section 2.9.1(b)clause (b) below. The Revenue-Based Payment with respect to each Fiscal Quarter shall be payable on the Payment Date next following the end of such Fiscal Quarter. Commencing with the Fiscal Quarter beginning July January 1, 20132018, the Revenue-Based Payment with respect to each Fiscal Quarter shall be equal to the difference between to: (xi) the aggregate Revenue-Based Payments payable from during the period commencing as of January 1 of the Fiscal Year of which the such Fiscal Quarter is part part, through the end of such Fiscal QuarterQuarter (such elapsed portion of the Fiscal Year, the “Elapsed Period”), calculated as the sum of: (iA) eleven and one-half of one Fifty percent (11.550.00%) of Aggregate Revenue during the aggregate Net Sales and Royalties Elapsed Period up to and including $7,500,000 in such Fiscal Year7,500,000; andplus [Biolase] Credit Agreement #61304369 (B) Twenty-five percent (25.00%) of Aggregate Revenue during the Elapsed Period greater than $7,500,000; minus (ii) nine percent (9%) of the aggregate Net Sales and Royalties which exceed $7,500,000 in such Fiscal Year, and (y) the amount of Revenue-Based Payments, if any, made with respect to prior Fiscal Quarters in such Fiscal Year, if any. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. The ; provided that the Revenue-Based Payment (A) is payable solely upon the aggregate Net Sales and Royalties Aggregate Revenue in a given Fiscal Year, and will not be calculated on a cumulative, year-over-year basis and (B) shall be calculated using the Average Exchange Rate applicable to such period being measured as described in this Section 2.9.1(a)basis. (b) So long as no Event of Default has occurred and is continuing and until the Obligations have been Paid in Full, each Revenue-Based Payment on each Payment Date will be applied in the following priority: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral AgreementDocuments, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the CollateralCollateral (other than fees not otherwise included in an invoice provided by Agent pursuant to Section 2.1.0.1 for such Payment Date for which invoices have been delivered to the Borrower no later than two (2) Business Days prior to such Payment Date); (ii) SECOND, to the payment of all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loans and Commitments pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral AgreementDocuments, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iii) THIRD, to the payment of all accrued but unpaid interest due and owing to Lenders in respect of the LoansLoans as of such Payment Date, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, as it relates to each Payment Date on or after the first anniversary of the Closing Date, Payment Date occurring in MayNovember 2023 to the payment of all principal of the Loans, pro rata based on each Lender’s Pro Rata Term Loan Share, up to an aggregate amount of $650,000 700,000 on any such Payment Date;; and (v) FIFTH, all remaining amounts to the Borrower. In the event that the amounts distributed under Section 2.9.1(bthis clause (b) on any Payment Date are insufficient for payment of the amounts set forth in Section 2.9.1(b)(iclauses (i) through (iii) above for such Payment Date, Borrower shall pay an amount equal to the extent of such insufficiency within five (5) Business Days (or such longer period as Agent may agree in its sole discretion) of request by Agent. For the avoidance of doubt, at all times prior to the Payment Date in MayNovember 2023, Borrower shall only be required to pay Revenue-Based Payments to the extent of amounts owing under clauses (i), (ii), and (iii) above on each such Payment Date prior to the Payment Date in MayNovember 2023. (c) With respect to each Fiscal Quarter ending prior to the Maturity Date, Borrower shall provide a written report to Agent of the aggregate of Net Sales, Royalties and any other income or revenue actually received by (or otherwise recognized by in accordance with GAAP) Borrower or its Subsidiary in such Fiscal Quarter and the calculation of the Revenue-Based Payment due and payable to the Lenders, in the aggregate, with respect to such Fiscal Quarter. Each such report shall be due within twenty-one (21) calendar days of the end of the relevant Fiscal Quarter. (d) In the event that Borrower makes any adjustment to Net Sales or Royalties Aggregate Revenue after such items have it has been reported to Agent, and such adjustment results in an adjustment to the Revenue-Based Payment due to the Lenders pursuant to this Section 2.9.1, Borrower shall so notify Agent and such adjustment shall be captured, reported and reconciled with the next scheduled report and payment of Revenue-Based Payment hereunder, but in no event shall the failure to have paid any amount that has been adjusted in [Biolase] Credit Agreement #61304369 accordance with this Section 2.9.1(d) result in an Event of Default to the extent such amounts are paid in full on the next Payment Date. Notwithstanding the foregoing, Agent and Borrower shall discuss and agree on the amount of any such adjustment prior to it being given effect with respect to future Revenue-Based Payments. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Revenue-Based Payment. (a) During the period commencing on the date hereof Effective Date until the Obligations are Paid satisfied in Fullfull (other than inchoate indemnity obligations), Borrower promises to pay, for the account of pay to each Lender according to its Pro Rata Term Loan Share, an amount based on a the percentage of the aggregate of Net Sales, Royalties and any other income or revenue actually received by (or otherwise recognized by Borrower and its Subsidiaries, on a consolidated basis, in accordance with GAAPGAAP (collectively, the “Aggregate Revenue”) Borrower or its Subsidiary in each Fiscal Quarter fiscal quarter (the “Revenue-Based Payment”), which will be applied to the Obligations as provided outstanding principal and interest amounts of the Term Loans according to each Lender’s Pro Rata Share in accordance with this Agreement (including Section 2.9.1(b2.6(e)). The Revenue-Based Payment with respect to each Fiscal Quarter fiscal quarter shall be payable on the Payment Date next immediately following such fiscal quarter and, anything to the contrary in this Agreement, including this Section 2.6, notwithstanding, shall not exceed the applicable Amortization Cap in any such fiscal quarter. Commencing with the fiscal quarter immediately prior to the Effective Date (such calculations to be prorated for such fiscal quarter, if applicable, based on actual days elapsed between the Effective Date and the end of such Fiscal Quarter. Commencing with the Fiscal Quarter beginning July 1, 2013fiscal quarter), the Revenue-Based Payment Payment, subject to the immediately preceding sentence, with respect to each Fiscal Quarter fiscal quarter shall be equal to calculated as the difference between between: (xi) the aggregate Revenue-Based Payments payable from January 1 of the Fiscal Year fiscal year of which the Fiscal Quarter such fiscal quarter is part through the end of such Fiscal Quarterfiscal quarter, calculated as the sum of: (i1) eleven and one-half of one twenty percent (11.520%) of the aggregate Net Sales and Royalties Aggregate Revenue up to and including $7,500,000 10,000,000 in such Fiscal Yearfiscal year; plus (2) fifteen percent (15%) of Aggregate Revenue greater than $10,000,000; or (B) as it relates to any Payment Dates after the Borrower fails to satisfy the Revenue Threshold by the Threshold Date, fifty percent (50%) of Aggregate Revenue; and (ii) nine percent (9%) of the aggregate Net Sales and Royalties which exceed $7,500,000 in such Fiscal Year, and (y) the amount of Revenue-Based Payments, if any, made with respect to prior Fiscal Quarters in such Fiscal Year, if any. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. The ; provided that the Revenue-Based Payment (A) is payable solely upon the aggregate Net Sales and Royalties Aggregate Revenue in a given Fiscal Year, and will not be calculated on a cumulative, year-over-year basis and (B) shall be calculated using the Average Exchange Rate applicable to such period being measured as described in this Section 2.9.1(a)basis. (bc) So long as no Event In the event that Borrower makes any adjustment to Aggregate Revenue after it has been reported to Collateral Agent, and such adjustment results in an adjustment to the Revenue-Based Payment due to the Lenders pursuant to this Section, Borrower shall so notify Collateral Agent and such adjustment shall be captured, reported and reconciled with the next scheduled report and payment of Default has occurred Revenue-Based Payment hereunder. Notwithstanding the foregoing, Collateral Agent and Borrower shall discuss and agree on the amount of any such adjustment prior to it being given effect with respect to future Revenue-Based Payments. (d) Notwithstanding anything herein to the contrary, if Aggregate Revenue is continuing not sufficient for Borrower to pay any required interest or other amount due under this Agreement or any other Loan Document pursuant to Revenue-Based Payments under this Section 2.6, Borrower shall not be excused from making such payment and until shall remain fully and unconditionally obligated to make such payment under this Agreement or any other Loan Document. Until such payment is made (and for the Obligations have been Paid in Fullavoidance of doubt, each such payments shall not be waived or excused by the following) an amount equal to such payment shall be added to the principal outstanding hereunder and shall accrue interest pursuant to Section 2.3. (e) Each Revenue-Based Payment on each Payment Date will be applied in the following priority: (i) FIRST, to the payment of all Lenders’ Expenses, fees, costs, expenses and indemnities due and owing to Agent pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral AgreementLoan Documents, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral; (ii) SECOND, to the payment of all Lenders’ Expenses, fees, costs, expenses and indemnities due and owing to Lenders in respect of the Term Loans and Term Loan Commitments pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral AgreementLoan Documents, pro rata based on each Lender’s respective Pro Rata Term Loan Share, until Paid in Full; (iii) THIRD, to the payment of all accrued but unpaid interest due and owing to Lenders in respect of the Term Loans as of such Payment Date, pro rata based on each Lender’s Pro Rata Share; (iv) FOURTH, on and after the Amortization Date and subject to the Amortization Cap, to the payment of principal of the Term Loans, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, as it relates to each Payment Date on or after the first anniversary of the Closing Date, to the payment of all principal of the Loans, pro rata based on each Lender’s Pro Rata Term Loan Share, up to an aggregate amount of $650,000 on any Payment Date;; and (v) FIFTH, all remaining amounts to the Borrower. In the event that the amounts distributed under Section 2.9.1(b) on any Payment Date are insufficient for payment of the amounts set forth in Section 2.9.1(b)(i) through (iii) for such Payment Date, Borrower shall pay an amount equal to the extent of such insufficiency within five (5) Business Days of request by Agent. (c) With respect to each Fiscal Quarter ending prior to the Maturity Date, Borrower shall provide a written report to Agent of the aggregate of Net Sales, Royalties and any other income or revenue actually received by (or otherwise recognized by in accordance with GAAP) Borrower or its Subsidiary in such Fiscal Quarter and the calculation of the Revenue-Based Payment due and payable to the Lenders, in the aggregate, with respect to such Fiscal Quarter. Each such report shall be due within twenty-one (21) calendar days of the end of the relevant Fiscal Quarterretained by Borrower. (d) In the event that Borrower makes any adjustment to Net Sales or Royalties after such items have been reported to Agent, and such adjustment results in an adjustment to the Revenue-Based Payment due to the Lenders pursuant to this Section 2.9.1, Borrower shall so notify Agent and such adjustment shall be captured, reported and reconciled with the next scheduled report and payment of Revenue-Based Payment hereunder. Notwithstanding the foregoing, Agent and Borrower shall discuss and agree on the amount of any such adjustment prior to it being given effect with respect to future Revenue-Based Payments. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Revenue-Based Payment. (a) During the period commencing on the date hereof until the Obligations are Paid in Full, Borrower promises to paypay to Agent, for the account of each Lender according to its Pro Rata Term Loan Share, an amount based on a percentage of the aggregate of the Net Sales, Royalties and any other income or revenue actually received realized by (or otherwise recognized by Borrower and/or its Subsidiaries, on a consolidated basis, in accordance with GAAPGAAP (collectively, the “Aggregate Revenue”) Borrower or its Subsidiary in each Fiscal Quarter (the “Revenue-Based Payment”), which will be applied to the Obligations as provided in Section 2.9.1(b)clause (b) below. The Revenue-Based Payment with respect to each Fiscal Quarter shall be payable on the Payment Date next following the end of such Fiscal Quarter. Commencing with the Fiscal Quarter beginning July January 1, 20132018, the Revenue-Based Payment with respect to each Fiscal Quarter shall be equal to the difference between to: (xi) the aggregate Revenue-Based Payments payable from during the period commencing as of January 1 of the Fiscal Year of which the such Fiscal Quarter is part part, through the end of such Fiscal QuarterQuarter (such elapsed portion of the Fiscal Year, the “Elapsed Period”), calculated as the sum of: (iA) eleven and one-half of one Fifty percent (11.550.00%) of Aggregate Revenue during the aggregate Net Sales and Royalties Elapsed Period up to and including $7,500,000 in such Fiscal Year7,500,000; andplus (B) Twenty-five percent (25.00%) of Aggregate Revenue during the Elapsed Period greater than $7,500,000; minus (ii) nine percent (9%) of the aggregate Net Sales and Royalties which exceed $7,500,000 in such Fiscal Year, and (y) the amount of Revenue-Based Payments, if any, made with respect to prior Fiscal Quarters in such Fiscal Year, if any. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. The ; provided that the Revenue-Based Payment (A) is payable solely upon the aggregate Net Sales and Royalties Aggregate Revenue in a given Fiscal Year, and will not be calculated on a cumulative, year-over-year basis and (B) shall be calculated using the Average Exchange Rate applicable to such period being measured as described in this Section 2.9.1(a)basis. (b) So long as no Event of Default has occurred and is continuing and until the Obligations have been Paid in Full, each Revenue-Based Payment on each Payment Date will be applied in the following priority: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral AgreementDocuments, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the CollateralCollateral (other than fees not otherwise included in an invoice provided by Agent pursuant to Section 2.1.0.1 for such Payment Date for which invoices have been delivered to the Borrower no later than two (2) Business Days prior to such Payment Date); (ii) SECOND, to the payment of all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loans and Commitments pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral AgreementDocuments, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iii) THIRD, to the payment of all accrued but unpaid interest due and owing to Lenders in respect of the LoansLoans as of such Payment Date, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, : (A) as it relates to each the Payment Date on or after in November 2023, to the first anniversary payment of principal of the Closing DateLoans, pro rata based on each Lender’s Pro Rata Term Loan Share, in the amount of $165,000; (B) as it relates to the Payment Date in February 2024, to the payment of all principal of the Loans, pro rata based on each Lender’s Pro Rata Term Loan Share, up in the amount of: (1) to an aggregate the extent that the Consolidated Unencumbered Liquid Assets are greater than $3,500,000 as of February 14, 2024, $165,000, or (2) to the extent that the Consolidated Unencumbered Liquid Assets are equal to or less than $3,500,000 as of February 14, 2024, $700,000; (C) as it relates to each Payment Date on or after the Payment Date occurring in May 2024 to the payment of all principal of the Loans, pro rata based on each Lender’s Pro Rata Term Loan Share, in the amount of $650,000 700,000 on any each such Payment Date;; and (v) FIFTH, all remaining amounts to the Borrower. In the event that the amounts distributed under Section 2.9.1(bthis clause (b) on any Payment Date are insufficient for payment of the amounts set forth in Section 2.9.1(b)(iclauses (i) through (iiiiv) above for such Payment Date, Borrower shall pay an amount equal to the extent of such insufficiency within five (5) Business Days (or such longer period as Agent may agree in its sole discretion) of request by Agent. For the avoidance of doubt, at all times prior to the Payment Date in November 2023, Borrower shall only be required to pay Revenue-Based Payments to the extent of amounts owing under clauses (i), (ii), and (iii) above on each such Payment Date prior to the Payment Date in November 2023. (c) With respect to each Fiscal Quarter ending prior to the Maturity Date, Borrower shall provide a written report to Agent of the aggregate of Net Sales, Royalties and any other income or revenue actually received by (or otherwise recognized by in accordance with GAAP) Borrower or its Subsidiary in such Fiscal Quarter and the calculation of the Revenue-Based Payment due and payable to the Lenders, in the aggregate, with respect to such Fiscal Quarter. Each such report shall be due within twenty-one (21) calendar days of the end of the relevant Fiscal Quarter. (d) In the event that Borrower makes any adjustment to Net Sales or Royalties Aggregate Revenue after such items have it has been reported to Agent, and such adjustment results in an adjustment to the Revenue-Based Payment due to the Lenders pursuant to this Section 2.9.1, Borrower Xxxxxxxx shall so notify Agent and such adjustment shall be captured, reported and reconciled with the next scheduled report and payment of Revenue-Based Payment hereunder, but in no event shall the failure to have paid any amount that has been adjusted in accordance with this Section 2.9.1(d) result in an Event of Default to the extent such amounts are paid in full on the next Payment Date. Notwithstanding the foregoing, Agent and Borrower shall discuss and agree on the amount of any such adjustment prior to it being given effect with respect to future Revenue-Revenue- Based Payments. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Revenue-Based Payment. (a) During the period commencing on the date hereof until the Obligations are Paid in Full, Borrower promises to paypay to Agent, for the account of each Lender according to its Pro Rata Term Loan Share, an amount based on a percentage of the aggregate of Net Sales, Royalties and any other income or revenue actually received by (or otherwise recognized by in accordance with GAAP) Borrower or its Subsidiary Aggregate Revenue in each Fiscal Quarter (the “Revenue-Based Payment”), which will be applied to the Obligations as provided in Section 2.9.1(b)clause (b) below. The Revenue-Based Payment with respect to each Fiscal Quarter shall be payable on the Payment Date next following the end of such Fiscal Quarter. Commencing with the Fiscal Quarter beginning July January 1, 20132018, the Revenue-Based Payment with respect to each Fiscal Quarter shall be equal to the difference between to: (xi) the aggregate Revenue-Based Payments payable from January during the period commencing as of July 1 of the Fiscal Year of which the such Fiscal Quarter is part part, through the end of such Fiscal QuarterQuarter (such elapsed portion of the Fiscal Year, the “Elapsed Period”), calculated as the sum of: (iA) eleven and one-half of one One hundred percent (11.5100.00%) of Aggregate Revenue during the aggregate Net Sales and Royalties Elapsed Period up to and including $7,500,000 in such Fiscal Year10,000,000; andplus (B) Fifty percent (50.00%) of Aggregate Revenue during the Elapsed Period greater than $10,000,000; minus (ii) nine percent (9%) of the aggregate Net Sales and Royalties which exceed $7,500,000 in such Fiscal Year, and (y) the amount of Revenue-Based Payments, if any, made with respect to prior Fiscal Quarters in such Fiscal Year, if any. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. The ; provided that the Revenue-Based Payment (A) is payable solely upon the aggregate Net Sales and Royalties Aggregate Revenue in a given Fiscal Year, and will not be calculated on a cumulative, year-over-year basis and (B) shall basis. For the avoidance of doubt, the amount of interest due on the first Payment Date will be calculated using based on the Average Exchange Rate number of days between the Closing Date and the applicable to such period being measured as described in this Section 2.9.1(a)Payment Date. (b) So long as no Event of Default has occurred and is continuing and until the Obligations have been Paid in Full, each Revenue-Based Payment on each applicable Payment Date will be applied in the following priority: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent pursuant to Sections 2.72.7(a), 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral AgreementDocuments, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the CollateralCollateral in accordance with this Agreement or the Collateral Documents; (ii) SECOND, to the payment of all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loans and Commitments pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral AgreementDocuments, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iii) THIRD, to the payment of all accrued but unpaid interest due and owing to Lenders in respect of the LoansLoans as of such Payment Date, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, as it relates to each applicable Payment Date on or after the first anniversary of the Closing Date, Payment Date occurring in May 2020 to the payment of all principal of the Loans, pro rata based on each Lender’s Pro Rata Term Loan Share, up to an aggregate amount of $650,000 1,250,000 on any such Payment Date; (v) FIFTH, all remaining amounts to the Borrower. In the event that the amounts distributed under Section 2.9.1(bthis clause (b) on any Payment Date are insufficient for payment of the amounts set forth in Section 2.9.1(b)(iclauses (i) through (iii) above for such Payment Date, Borrower shall pay an amount equal to the extent of such insufficiency within five (5) Business Days of request by Agent. For the avoidance of doubt, at all times prior to the Payment Date in May 2020, Borrower shall only be required to pay Revenue-Based Payments to the extent of amounts owing under clauses (i), (ii), and (iii) above on each such Payment Date prior to the Payment Date in May 2020. Notwithstanding the foregoing, Borrower shall not be required to make any Revenue-Based Payments in excess of the aggregate amount owing under Section 2.9.1(b)(i)-(iv). (c) With respect to each Fiscal Quarter ending prior to the Maturity Date, Borrower shall provide a written report to Agent of the aggregate of Net Sales, Royalties and any other income or revenue actually received by (or otherwise recognized by in accordance with GAAP) Borrower or its Subsidiary in such Fiscal Quarter and the calculation of the Revenue-Based Payment due and payable to the Lenders, in the aggregate, with respect to such Fiscal Quarter. Each such report shall be due within twenty-one (21) calendar days of the end of the relevant Fiscal Quarter. (d) In the event that Borrower makes any adjustment to Net Sales or Royalties Aggregate Revenue after such items have it has been reported to Agent, and such adjustment results in an adjustment to the Revenue-Based Payment due to the Lenders pursuant to this Section 2.9.1, Borrower shall so notify Agent and such adjustment shall be captured, reported and reconciled with the next scheduled report and payment of Revenue-Based Payment hereunder. Notwithstanding the foregoing, Agent and Borrower shall discuss and agree on the amount of any such adjustment prior to it being given effect with respect to future Revenue-Based Payments. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Revenue-Based Payment. (a) During the period commencing on the date hereof until the Obligations are Paid in Full, Borrower promises to paypay to Agent, for the account of each Lender according to its Pro Rata Term Loan Share, an amount based on a percentage of the aggregate of Net Sales, Royalties and any other income or revenue actually received by (or otherwise recognized by Borrower and/or its Subsidiary, on a consolidated basis, in accordance with GAAPGAAP (collectively, the “Aggregate Revenue”) Borrower or its Subsidiary in each Fiscal Quarter (the “Revenue-Based Payment”), which will be applied to the Obligations as provided in Section 2.9.1(b)clause (b) below. The Revenue-Based Payment with respect to each Fiscal Quarter shall be payable on the Payment Date next following the end of such Fiscal Quarter. Commencing with the Fiscal Quarter beginning July April 1, 20132016, the Revenue-Based Payment with respect to each Fiscal Quarter shall be equal to the difference between to: (xi) the aggregate Revenue-Based Payments payable from January 1 of the Fiscal Year of which the such Fiscal Quarter is part through the end of such Fiscal Quarter, calculated as the sum of: (iA) eleven and one-half of one Twelve percent (11.512.00%) of the aggregate Net Sales and Royalties Aggregate Revenue up to and including $7,500,000 40,000,000 in such Fiscal Year; andplus (iiB) nine Ten percent (910.0%) of the aggregate Net Sales Aggregate Revenue greater than $40,000,000 up to and Royalties which exceed including $7,500,000 55,000,000 in such Fiscal Year, and ; plus (yC) Five percent (5.00%) of Aggregate Revenue greater than $55,000,000 in such Fiscal Year; (ii) the amount of Revenue-Based Payments, if any, made with respect to prior Fiscal Quarters in such Fiscal Year, if any. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. The ; provided that the Revenue-Based Payment (A) is payable solely upon the aggregate Net Sales and Royalties Aggregate Revenue in a given Fiscal Year, and will not be calculated on a cumulative, year-over-year basis and (B) shall be calculated using the Average Exchange Rate applicable to such period being measured as described in this Section 2.9.1(a)basis. (b) So long as no Event of Default has occurred and is continuing and until the Obligations have been Paid in Full, each Revenue-Based Payment on each Payment Date will be applied in the following priority: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral AgreementDocuments, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral; (ii) SECOND, to the payment of all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loans and Commitments pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral AgreementDocuments, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iii) THIRD, to the payment of all accrued but unpaid interest due and owing to Lenders in respect of the LoansLoans as of such Payment Date, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, as it relates to each Payment Date on or after the first anniversary of the Closing DatePayment Date occurring in May, 2018, to the payment of all principal of the Loans, pro rata based on each Lender’s Pro Rata Term Loan Share, up to an aggregate amount of (a) $650,000 500,000 on any such Payment DateDate occurring in May, 2018, August, 2018 or November, 2018 (b) $1,000,000 on any such Payment Date occurring in February, 2019 or any Payment Date thereafter; (v) FIFTH, all remaining amounts to the Borrower. In the event that the amounts distributed under Section 2.9.1(b) on any Payment Date are insufficient for payment of the amounts set forth in Section 2.9.1(b)(i) through (iii) for such Payment Date, Borrower shall pay an amount equal to the extent of such insufficiency within five (5) Business Days of request by Agent. For the avoidance of doubt, at all times prior to the Payment Date in May, 2018, Borrower shall only be required to pay Revenue-Based Payments to the extent of amounts owing under clauses (i), (ii), and (iii) above on each such Payment Date prior to May, 2018. (c) With respect to each Fiscal Quarter ending prior to the Maturity Date, Borrower shall provide a written report to Agent of the aggregate of Net Sales, Royalties and any other income or revenue actually received by (or otherwise recognized by in accordance with GAAP) Borrower or its Subsidiary in such Fiscal Quarter and the calculation of the Revenue-Based Payment due and payable to the Lenders, in the aggregate, with respect to such Fiscal Quarter. Each such report shall be due within twenty-one (21) calendar days of the end of the relevant Fiscal Quarter. (d) In the event that Borrower makes any adjustment to Net Sales or Royalties Aggregate Revenue after such items have it has been reported to Agent, and such adjustment results in an adjustment to the Revenue-Based Payment due to the Lenders pursuant to this Section 2.9.1, Borrower shall so notify Agent and such adjustment shall be captured, reported and reconciled with the next scheduled report and payment of Revenue-Based Payment hereunder. Notwithstanding the foregoing, Agent and Borrower shall discuss and agree on the amount of any such adjustment prior to it being given effect with respect to future Revenue-Based Payments. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Revenue-Based Payment. (a) During Commencing as of the period commencing on Residual Royalty Commencement Date, the date hereof until the Obligations are Paid in Full, Borrower Company promises to pay, for the account of each Lender according pay to its Pro Rata Term Loan ShareSWK, an amount based on a percentage of the aggregate of (without duplication) the Net Sales, Royalties and any other income or revenue actually received realized by (the Company solely related to or otherwise recognized by arising from the FC2 Product, calculated in accordance with GAAPGAAP (collectively, the “Product Revenue”) Borrower or its Subsidiary in each Fiscal Quarter (or, in the case of the initial Fiscal Quarter in which the Residual Royalty Commencement Date occurs, partial Fiscal Quarter) (the “Revenue-Based Payment”), which will be applied to the Obligations as provided in Section 2.9.1(b). The Revenue-Based Payment with respect to each Fiscal Quarter shall be payable on the Payment Date next following the end of such Fiscal Quarter. Commencing with the Fiscal Quarter beginning July 1, 2013, the The Revenue-Based Payment with respect to each Fiscal Quarter shall be equal calculated as, five percent (5.00%) of Product Revenue during the applicable Fiscal Quarter (or portion thereof during the first Fiscal Quarter). For purposes of clarity, (i) Product Revenue pertaining to any Fiscal Quarter (or portion thereof with respect to the difference between Fiscal Quarter containing the Residual Royalty Commencement Date) arising prior to the Residual Royalty Commencement Date, and all payments relating thereto, shall be payable in accordance with the terms of the Credit Agreement, and (xii) all Product Revenue pertaining to the aggregate Revenue-Based Payments payable from January 1 portion of the Fiscal Year of which Quarter containing the Residual Royalty Commencement Date occurring after the Residual Royalty Commencement Date and all Product Revenue pertaining to any Fiscal Quarter is part through the end of such Fiscal Quarter, calculated as the sum of: (i) eleven and one-half of one percent (11.5%) of the aggregate Net Sales and Royalties up to $7,500,000 in such Fiscal Year; and (ii) nine percent (9%) of the aggregate Net Sales and Royalties which exceed $7,500,000 in such Fiscal YearQuarters thereafter, and (y) all payments relating thereto, shall be payable in accordance with the amount terms of Revenue-Based Payments, if any, made with respect this Agreement. No dollar of Product Revenue shall be subject to prior Fiscal Quarters in such Fiscal Year, if any. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. The both the obligation to pay a percentage thereof to the Agent under the Credit Agreement and the obligation to pay a percentage thereof to SWK as a Revenue-Based Payment (A) is payable solely upon the aggregate Net Sales and Royalties in a Fiscal Year, and will not be calculated on a cumulative, year-over-year basis and (B) shall be calculated using the Average Exchange Rate applicable to such period being measured as described in this Section 2.9.1(a)hereunder. (b) So long as no Event of Default has occurred and is continuing and until the Obligations have been Paid in Full, each Revenue-Based Payment on each Payment Date will be applied in the following priority: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral Agreement, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral; (ii) SECOND, to the payment of all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loans and Commitments pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral Agreement, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iii) THIRD, to the payment of all accrued but unpaid interest due and owing to Lenders in respect of the Loans, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, as it relates to each Payment Date on or after the first anniversary of the Closing Date, to the payment of all principal of the Loans, pro rata based on each Lender’s Pro Rata Term Loan Share, up to an aggregate amount of $650,000 on any Payment Date; (v) FIFTH, all remaining amounts to the Borrower. In the event that the amounts distributed under Section 2.9.1(b) on any Payment Date are insufficient for payment of the amounts set forth in Section 2.9.1(b)(i) through (iii) for such Payment Date, Borrower shall pay an amount equal to the extent of such insufficiency within five (5) Business Days of request by Agent. (c) With respect to each Fiscal Quarter ending prior to the Maturity Date, Borrower shall provide a written report to Agent of the aggregate of Net Sales, Royalties and any other income or revenue actually received by (or otherwise recognized by in accordance with GAAP) Borrower or its Subsidiary in such Fiscal Quarter and the calculation of the Revenue-Based Payment due and payable to the Lenders, in the aggregate, with respect to such Fiscal Quarter. Each such report shall be due within twenty-one (21) calendar days of the end of the relevant Fiscal Quarter. (d) In the event that Borrower Company makes any adjustment to Net Sales or Royalties Product Revenue after such items have it has been reported to AgentSWK, and such adjustment results in an adjustment to the Revenue-Based Payment due to the Lenders SWK pursuant to this Section 2.9.12.1, Borrower the Company shall so notify Agent SWK and such adjustment shall be captured, reported and reconciled with the next scheduled report and payment of Revenue-Based Payment hereunder. Notwithstanding the foregoing, Agent SWK and Borrower the Company shall discuss and agree on the amount of any such adjustment prior to it being given effect with respect to future Revenue-Based Payments. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Revenue-Based Payment. (a) During the period commencing on the date hereof Amortization Date until the Obligations are Paid satisfied in Fullfull (other than inchoate indemnity obligations), Borrower promises to pay, for the account of pay to each Lender according to its Pro Rata Term Loan Share, an amount based on a the percentage of the aggregate of Net Sales, Royalties and any other income or revenue actually received by (or otherwise recognized by Borrower and its Subsidiaries, on a consolidated basis, in accordance with GAAPGAAP (collectively, the “Aggregate Revenue”) Borrower or its Subsidiary in each Fiscal Quarter fiscal quarter (the “Revenue-Based Payment”), which will be applied to the Obligations as provided outstanding principal amount of the Term Loans according to each Lender’s Pro Rata Share in Section 2.9.1(b)accordance with this Agreement. The Revenue-Based Payment with respect to each Fiscal Quarter fiscal quarter shall be payable on the Payment Date next immediately following such fiscal quarter and, anything to the contrary in this Agreement, including this Section 2.6, notwithstanding, shall not exceed the applicable Amortization Cap in any such fiscal quarter. Commencing with the fiscal quarter immediately prior to the Amortization Date (such calculations to be prorated for such fiscal quarter, if applicable, based on actual days elapsed between the Effective Date and the end of such Fiscal Quarter. Commencing with the Fiscal Quarter beginning July 1, 2013fiscal quarter), the Revenue-Based Payment Payment, subject to the immediately preceding sentence, with respect to each Fiscal Quarter fiscal quarter shall be equal to calculated as the difference between between: (xi) the aggregate Revenue-Based Payments payable from January 1 of the Fiscal Year fiscal year of which the Fiscal Quarter such fiscal quarter is part through the end of such Fiscal Quarterfiscal quarter, calculated as the sum of: (iA) eleven and one-half of one (1) forty percent (11.540%) of the aggregate Net Sales and Royalties Aggregate Revenue up to and including $7,500,000 40,000,000 in such Fiscal Yearfiscal year; plus (2) twenty five percent (25%) of Aggregate Revenue greater than $40,000,000 up to and including $60,000,000 in such fiscal year; plus (3) fifteen percent (15%) of Aggregate Revenue greater than $60,000,000 in such fiscal year; or (B) as it relates to any Payment Dates after the Borrower fails to satisfy the Amortization Threshold twice in any three trailing fiscal quarters, sixty percent (60%) of Aggregate Revenue; and (ii) nine percent (9%) the amount of the aggregate Net Sales and Royalties which exceed $7,500,000 accrued interest paid to Lenders on or prior to such Payment Date in such Fiscal Year, and (y) fiscal year plus the amount of Revenue-Based Payments, if any, made with respect to prior Fiscal Quarters fiscal quarters in such Fiscal Year, if any. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. The fiscal year; provided that the Revenue-Based Payment (A) is payable solely upon the aggregate Net Sales and Royalties Aggregate Revenue in a Fiscal Yeargiven fiscal year, and will not be calculated on a cumulative, year-over-year basis and (B) shall be calculated using the Average Exchange Rate applicable to such period being measured as described in this Section 2.9.1(a)basis. (b) So long as no Event of Default has occurred and is continuing and until the Obligations have been Paid in Full, each Revenue-Based Payment on each Payment Date will be applied in the following priority: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral Agreement, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral; (ii) SECOND, to the payment of all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loans and Commitments pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral Agreement, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iii) THIRD, to the payment of all accrued but unpaid interest due and owing to Lenders in respect of the Loans, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, as it relates to each Payment Date on or after the first anniversary of the Closing Date, to the payment of all principal of the Loans, pro rata based on each Lender’s Pro Rata Term Loan Share, up to an aggregate amount of $650,000 on any Payment Date; (v) FIFTH, all remaining amounts to the Borrower. In the event that the amounts distributed under Section 2.9.1(b) on any Payment Date are insufficient for payment of the amounts set forth in Section 2.9.1(b)(i) through (iii) for such Payment Date, Borrower shall pay an amount equal to the extent of such insufficiency within five (5) Business Days of request by Agent. (c) With respect to each Fiscal Quarter ending prior to the Maturity Date, Borrower shall provide a written report to Agent of the aggregate of Net Sales, Royalties and any other income or revenue actually received by (or otherwise recognized by in accordance with GAAP) Borrower or its Subsidiary in such Fiscal Quarter and the calculation of the Revenue-Based Payment due and payable to the Lenders, in the aggregate, with respect to such Fiscal Quarter. Each such report shall be due within twenty-one (21) calendar days of the end of the relevant Fiscal Quarter. (d) In the event that Borrower makes any adjustment to Net Sales or Royalties after such items have been reported to Agent, and such adjustment results in an adjustment to the Revenue-Based Payment due to the Lenders pursuant to this Section 2.9.1, Borrower shall so notify Agent and such adjustment shall be captured, reported and reconciled with the next scheduled report and payment of Revenue-Based Payment hereunder. Notwithstanding the foregoing, Agent and Borrower shall discuss and agree on the amount of any such adjustment prior to it being given effect with respect to future Revenue-Based Payments. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Revenue-Based Payment. (a) During the period commencing on the date hereof until the Obligations are Paid in Full, Borrower promises to paypay to Agent, for the account of each Lender according to its Pro Rata Term Loan Share, an amount based on a percentage of the aggregate of the Net Sales, Royalties and any other income or revenue actually received realized by (or otherwise recognized by Borrower and/or its Subsidiaries, on a consolidated basis, in accordance with GAAPGAAP (collectively, the “Aggregate Revenue”) Borrower or its Subsidiary in each Fiscal Quarter (the “Revenue-Based Payment”), which will be applied to the Obligations as provided in Section 2.9.1(b)clause (b) below. The Revenue-Based Payment with respect to each Fiscal Quarter shall be payable on the Payment Date next following the end of such Fiscal Quarter. Commencing with the Fiscal Quarter beginning July January 1, 20132019, the Revenue-Based Payment with respect to each Fiscal Quarter shall be equal to the difference between to: (xi) the aggregate Revenue-Based Payments payable from during the period commencing as of January 1 of the Fiscal Year of which the such Fiscal Quarter is part part, through the end of such Fiscal QuarterQuarter (such elapsed portion of the Fiscal Year, the “Elapsed Period”), calculated as the net sum of: (iA) eleven and one-half of one One hundred percent (11.5100.00%) of Aggregate Revenue during the aggregate Net Sales and Royalties Elapsed Period up to and including $7,500,000 in such Fiscal Year10,000,000; andplus (B) Fifty percent (50.00%) of Aggregate Revenue during the Elapsed Period greater than $10,000,000; minus (ii) nine percent (9%) of the aggregate Net Sales and Royalties which exceed $7,500,000 in such Fiscal Year, and (y) the amount of Revenue-Based Payments, if any, made pursuant to clauses (i) through (iv) of Section 2.9.1(b), with respect to prior Fiscal Quarters in such Fiscal Year, if any. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. The ; provided that the Revenue-Based Payment (A) is payable solely upon the aggregate Net Sales and Royalties Aggregate Revenue in a given Fiscal Year, and will not be calculated on a cumulative, year-over-year basis basis. For the avoidance of any doubt, Borrower may calculate the net amount due under this Section 2.9.1(a) and pay to Agent only such net amount due. Borrower is not obligated to pay the entire amounts specified in Sections 2.9.1(a)(i)(A) and (B) shall be calculated using to Agent and then have Agent return to Borrower the Average Exchange Rate applicable to such period being measured as described balance after subtracting the amounts specified in this Section 2.9.1(a2.9.1(a)(ii). (b) So long as no Event of Default has occurred and is continuing and until the Obligations have been Paid in Full, each Revenue-Based Payment on each Payment Date will be applied in the following priority: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral AgreementDocuments, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral; (ii) SECOND, to the payment of all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loans and Commitments pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral AgreementDocuments, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iii) THIRD, to the payment of all accrued but unpaid interest due and owing to Lenders in respect of the LoansLoans as of such Payment Date, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, as it relates to each Payment Date on or after the first anniversary of the Closing DatePayment Date occurring in May 2023, to the payment of all principal of the Loans, pro rata based on each Lender’s Pro Rata Term Loan Share, up to an aggregate amount of $650,000 on any Payment Date equal to five and one-half of one percent (5.5%) of the aggregate principal amount of Term Loans that have been funded as of such Payment Date;; and (v) FIFTH, all remaining amounts to the Borrower. In the event that the amounts distributed under Section 2.9.1(bthis clause (b) on any Payment Date are insufficient for payment of the amounts set forth in Section 2.9.1(b)(iclauses (i) through (iii) above for such Payment Date, Borrower shall pay an amount equal to the extent of such insufficiency insufficiency, in immediately available funds, within five (5) Business Days of request by Agent. (c) With respect to each Fiscal Quarter ending prior to the Maturity Date, Borrower shall provide a written report to Agent of the aggregate of Net Sales, Royalties and any other income or revenue actually received by (or otherwise recognized by in accordance with GAAP) Borrower or its Subsidiary in such Fiscal Quarter and the calculation of the Revenue-Based Payment due and payable to the Lenders, in the aggregate, with respect to such Fiscal Quarter. Each such report shall be due within twenty-one (21) calendar days of the end of the relevant Fiscal Quarter. (d) In the event that Borrower makes any adjustment to Net Sales or Royalties Aggregate Revenue after such items have it has been reported to Agent, and such adjustment results in an adjustment to the Revenue-Based Payment due to the Lenders pursuant to this Section 2.9.1, Borrower shall so notify Agent and such adjustment shall be captured, reported and reconciled with the next scheduled report and payment of Revenue-Based Payment hereunder. Notwithstanding the foregoing, Agent and Borrower shall discuss and agree on the amount of any such adjustment prior to it being given effect with respect to future Revenue-Based Payments. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.