Common use of Success Fee Clause in Contracts

Success Fee. In consideration of Bank’s agreement to enter into this Amendment, and in addition to, and not in substitution for, any other fees set forth in the Loan Documents including without limitation the Success Fee set forth in that certain Seventh Amendment to Loan and Security Agreement between Borrower and Bank dated February 24, 2017 (the “Seventh Amendment”), Borrower shall pay to Bank a fully earned, non-refundable success fee (the “Second Success Fee”) of One Hundred Thousand Dollars ($100,000) which shall be payable upon a Success Fee Trigger Event (as defined in the Seventh Amendment). Notwithstanding the foregoing, if Borrower receives, prior to May 31, 2017, gross proceeds from convertible debt or additional equity of at least Twenty Million Dollars ($20,000,000), then the Second Success Fee shall be reduced to Fifty Thousand Dollars ($50,000). Borrower hereby acknowledges and agrees that if the Obligations are paid in full and the Loan Agreement is terminated, this Section 2.3 and Borrower’s obligation to pay the Second Success Fee hereunder shall survive and continue. If the Loan Agreement is terminated prior to payment of the Second Success Fee, Bank shall continue to have such right in perpetuity, until paid. Borrower shall notify Bank of the occurrence of any Success Fee Trigger Event promptly upon the occurrence thereof.

Success Fee. In consideration of Bank’s agreement to enter into this Amendment, and in addition to, and not in substitution for, any other fees set forth in the Loan Documents including without limitation the (a) Success Fee set forth in that certain Seventh Amendment to Loan and Security Agreement between Borrower and Bank dated February 24, 2017 (the “Seventh Amendment”)) and (b) Second Success Fee set forth in that certain Eighth Amendment to Loan and Security Agreement between Borrower and Bank dated March 14, 2017, Borrower shall pay to Bank a fully earned, non-refundable success fee (the “Second Third Success Fee”) of One Hundred Fifty Thousand Dollars ($100,000150,000) which shall be payable upon a Success Fee Trigger Event (as defined in the Seventh Amendment). Notwithstanding ; provided, however, the foregoingdefinition of Success Free Trigger Event set forth in the Seventh Amendment is hereby amended to also include any sale of all, if Borrower receivesor substantially all, prior to May 31, 2017, gross proceeds from convertible debt or additional equity of at least Twenty Million Dollars ($20,000,000), then the Second Success Fee shall be reduced to Fifty Thousand Dollars ($50,000)Borrower’s assets. Borrower hereby acknowledges and agrees that if the Obligations are paid in full and the Loan Agreement is terminated, this Section 2.3 2.4 and Borrower’s obligation to pay the Second Third Success Fee hereunder shall survive and continue. If the Loan Agreement is terminated prior to payment of the Second Third Success Fee, Bank shall continue to have such right in perpetuity, until paid. Borrower shall notify Bank of the occurrence of any Success Fee Trigger Event promptly upon the occurrence thereof.