the Shareholder shall not exercise any rights of appraisal or rights of dissent provided under any Law or otherwise in connection with the Arrangement or the transactions contemplated by the Arrangement Agreement that the Shareholder may have; and

designating whether such line item is intended to satisfy the Minimum Work Obligations of the PSC, the commitments of a previously approved appraisal Work Program and Budget, and/or the commitments of a previously approved Development Plan; and

The purpose of this Agreement is to establish the respective rights and obligations of the Parties with regard to operations under the PSC, including the joint exploration, appraisal, development, production and disposition of Hydrocarbons from the Contract Area.

“Cost” means, with respect to any Eligible Inventory, the standard cost as reported on the Borrower’s or any other Credit Party’s stock ledger from time to time computed in good faith in the manner consistent with the Current Appraisal.

The Agent shall have determined that the LTV Ratio on the Initial Maturity Date shall be less than or equal to 70% (which shall be verified in a third party appraisal to be obtained by the Agent at the Borrowers’ expense);

Eligible Work-In-Process Inventory: Inventory that would be Eligible Inventory except that such Inventory consists of work-in-process. Borrowers acknowledge that no Inventory shall constitute Eligible Work‑In‑Process Inventory until Agent receives the March 31, 2017 Inventory appraisal.

Appraisal Well means any well (other than an Exploration Well or a Development Well) whose purpose at the time of commencement of drilling such well is to appraise the extent or the volume of Hydrocarbon reserves contained in an existing Discovery.

“Tranche A Equipment Availability” shall mean eighty-five (85%) percent of the forced liquidation value of Eligible Equipment as set forth in the most recent appraisal of such Equipment received by Administrative Agent in accordance with [Section 7.4] hereof after the Effective Date, provided, that, # the Tranche A Equipment Availability shall be established five (5) Business Days after the receipt by Administrative Agent of the final written report of such appraisal in the amount determined based on such appraisal, and # commencing on the first day of the next calendar month after the Tranche A Equipment Availability is established, and as of the first day of each calendar month thereafter, the percentage set forth above shall be reduced by an amount equal to such initial percentage divided by sixty (60) (it being understood that the percentage above shall be 85% as of the Amendment No. 6 Effective Date and will reduce thereafter on January 1, 2023 and on the first day of each calendar month thereafter in accordance with this clause (b)).

Notwithstanding anything in this Agreement to the contrary, shares of BioSculpture Common Stock that are issued and outstanding immediately prior to the Effective Time and the holders of which demand and perfect their Appraisal Rights for such shares in the time and manner provided under the DGCL and, as of the time provided under the DGCL, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”) shall not be converted into or represent a right to receive the Merger Consideration, but shall, by virtue of the Merger, be entitled to only such rights as are granted by the DGCL; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or lost his Appraisal Rights under the DGCL, such holder’s BioSculpture Common Stock shall thereupon be deemed to have been converted, at the Effective Time, as described in [Section 2.05(a)], into the right to receive the applicable Merger Consideration set forth in such provisions, without any interest thereon.

up to the sum of # the lesser of # seventy-five percent (75%), subject to the provisions of [Section 2.1(c)] hereof (the "Eligible Inventory Advance Rate"), of the value of the Eligible Mexican Inventory and # ninety percent (90%) of the appraised net orderly liquidation value ("Eligible Inventory NOLV Advance Rate"; together with the Receivables Advance Rate, Insured Receivables Advance Rate, and Eligible Inventory Advance Rate, the "Advance Rates") of the Eligible Mexican Inventory (as evidenced by an Inventory appraisal satisfactory to [[Organization B:Organization]] in its Permitted Discretion, which will reflect a six-month liquidation process), # the lesser of # the product of the Eligible Inventory Advance Rate and the value of the Eligible Canadian Inventory and # the product of the Eligible Inventory NOLV Advance Rate and the Eligible Canadian Inventory (as evidenced by an Inventory appraisal satisfactory to [[Organization B:Organization]] in its Permitted Discretion, which will reflect a six-month liquidation process), and # the lesser of # the product of the Eligible Inventory Advance Rate and the value of the Eligible U.S. Inventory and # the product of the Eligible Inventory NOLV Advance Rate and the Eligible U.S. Inventory (as evidenced by an Inventory appraisal satisfactory to [[Organization B:Organization]] in its Permitted Discretion, which will reflect a six-month liquidation process), provided that up to $2,000,000 of advances after applying the Eligible Inventory NOLV Advance Rate from "Excess and Obsolete" Inventory (as defined in the most recent Inventory appraisal) may be included under this [subsection (iii)], minus