During the Agreement Effective Period, each Consenting Stakeholder agrees, in respect of all of its Company Claims/Interests, to:

Affirmative Commitments. Except as set forth in Section 8, during the Agreement Effective Period, the Company Parties agree to:

Minimum Commitments. The aggregate amount of the increases in the Revolving Credit Commitments and Incremental Term Loans at any time provided by New Lenders and/or an Increasing Lenders shall be at least $40,000,000.

Aggregate Earn-Out Amount. In addition to the Closing Stock Consideration, Parent will pay an additional aggregate amount up to $9,000,000 (the “Earn-Out Amount”) as determined in accordance with [Schedule 2.10]. The Earn-Out Amount shall be payable in accordance with the Spreadsheet delivered by the Stockholder Representative.

The initial MABL is set out in the Details.

Aggregate Limitation on Deductions. Notwithstanding anything to the contrary herein, under no circumstances shall the combined effect of all reductions to the royalties payable to a Party under [Sections 6.4.2(b), 6.4.3 and 6.4.4]4]4], on a country-by-country and Licensed Product-by-Licensed Product basis, reduce the effective royalties payable by a Party pursuant to this Agreement for any Calendar Quarter below ​ percent (​) of the otherwise applicable royalties pursuant to Section 6.4.1; provided that, each Party shall have the right to carry forward for application against royalties payable to the other Party with respect to Net Sales of such Licensed Product in such country in future periods any amount that is not so credited due to the limitation in this [Section 6.4.5].

Limitation on Aggregate Shares. The number of shares of Common Stock with respect to which awards may be granted under the Plan and which may be issued upon the exercise or payment thereof shall not exceed, in the aggregate, a number of shares equal to 3,000,000, all of which may be granted as incentive stock options (“ISOs”) within the meaning of Section 422 of the Code or any successor provision, plus 1,957,388 shares of Common Stock subject to Adjusted Awards; provided, however, that to the extent any awards expire unexercised or unpaid or are cancelled, terminated or forfeited in any manner without the issuance of shares of Common Stock thereunder, such shares shall again be available under the Plan. Such shares of Common Stock may be either authorized and unissued shares, treasury shares, or a combination thereof, as the Committee shall determine.

Aggregate Individual Performance Factor. The Individual Performance Factor to be used in the calculation of the Accrued Bonus, unless otherwise determined by the Compensation Committee for a particular Plan Year, shall be equal to the sum of

Aggregate Closing Excess Availability. After giving effect to all Borrowings to be made on the Effective Date, the issuance of any Letters of Credit on the Effective Date and the payment of all fees and expenses due hereunder on the Effective Date, the Aggregate Closing Excess Availability shall not be less than $200,000,000.

Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon not less than 30 days’ notice to Lender, as long as # the requested increase is in a minimum amount of $5,000,000 and is offered on the same terms as existing Commitments, and # total increases under this Section do not exceed $25,000,000 and no more than 5 increases are made. Total Commitments shall be increased by the requested amount (or such lesser amount committed by Lender) on a date agreed upon by Lender and Borrower Agent, provided # the conditions set forth in Section 6.2 are satisfied at such time; and # to the extent Collateral includes any Real Estate, flood insurance diligence and documentation have been completed as required by all Flood Laws or otherwise in a manner satisfactory to all Lender. Lender and Obligors shall execute and deliver such documents and agreements as Lender deems appropriate to evidence the increase in and allocations of Commitments.