Due Diligence Fee. Borrower shall pay the Due Diligence Fee to Lender promptly upon the execution of the Second Amendment and each anniversary thereof thereafter.

Annual License Maintenance Fee. ​ due on the anniversary of the Effective Date. The Annual License Maintenance Fee will be credited against royalties in the current fiscal year.

“Prepayment Fee” shall be an additional fee payable to Bank if the Growth Capital Advances are prepaid in an amount equal to # three percent (3.00%) of the Growth Capital Line if such prepayment occurs prior to the first anniversary of the Effective Date; # two percent (2.00%) of the Growth Capital Line if such prepayment occurs after the first anniversary of the Effective Date but prior to the second anniversary of the Effective Date; or # one percent (1.00%) of the Growth Capital Line if such prepayment occurs after the second anniversary of the Effective Date and prior to the Growth Capital Maturity Date.

“Due Diligence Fee” means a payment of an annual fee equal to $900 due on the date of this Agreement and each anniversary thereof so long as any Advances are outstanding or available hereunder.

“Domestic Facility Fee” means a fee equal to 0.33% of the Domestic Credit Limit due on the date of this Agreement and each anniversary thereof so long as any Advances are outstanding or available hereunder.

“EXIM Facility Fee” means a fee equal to 1.00% of the EXIM Credit Limit due upon the date of this Agreement and each anniversary thereof so long as any Advances are outstanding or available hereunder.

“Recapture Fee” means, as of the Recapture Effective Date, the Initial Recapture Fee as amortized on a straight-line basis during the ten (10) year period beginning on the Closing Date, such that the Recapture Fee equals zero as of and following the tenth anniversary of the Closing Date.

Termination Fee. Upon termination of this Agreement for any reason prior to the Revolving Line Maturity Date, in addition to the payment of any other amounts then-owing, a termination fee in an amount equal to # Two Hundred Thousand Dollars ($200,000) if such termination occurs on or prior to the first (1st) anniversary of the Third Amendment Effective Date or # One Hundred Thousand Dollars ($100,000) if such termination occurs after the first (1st) anniversary of the Third Amendment Effective Date but on or prior to the second (2nd) anniversary of the Third Amendment Effective Date, provided that no such termination fee shall be charged if the credit facility hereunder is replaced with a new facility from Bank; and

Facility Fee. The Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in [Section 2.16]. The Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in [Article IV] is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Consulting Fee. Commencing as of the Effective Date and continuing thereafter during the term of this Agreement, the Company shall pay the Consultant a base consulting fee at the rate of Four-hundred thousand dollars ($250,000) per annum, payable Thirty-three thousand, three-hundred and thirty-three dollars ($20,833.33) per month.