Term Commitments. Subject to the terms and conditions hereof, each Initial Term Lender agrees to make an Initial Term Loan to the Borrower on the Closing Date in an amount equal to the amount of the Initial Term Commitment of such Lender. Such Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with [Sections 2.2 and 2.11], and once repaid in accordance with the provisions hereof may not be reborrowed.

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 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.

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.

The initial MABL is set out in the Details.

Aggregate Commitment/Borrowing Base. After giving effect to such Revolving Advance, Aggregate Outstanding Revolving Advances shall not exceed the lesser of # the Aggregate Commitment in effect as of such Borrowing Date and # the Related Borrowing Base as of such Borrowing Date.

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.

Date of Borrowing (which shall be a Business Day[[Borrower:Organization]] [•] [•], 20[•]

Aggregate Final Adjustment Amount. Upon determination of the Final Working Capital, the Final Cash Amount, the Final Working Gas Value, and the Final Derivatives Value in accordance with [Section 2.4(b)]: