Consolidated EBITDA. During the Forbearance Period only, [Section 7.03(b)] of the Financing Agreement shall be amended by deleting “$9,500,000” where it appears opposite “January 31, 2020 and thereafter” and inserting “$6,500,000” in lieu thereof.

Minimum EBITDA. [Section 14.4] of the Loan Agreement is hereby amended by deleting [Section 14.4] in its entirety and substituting therefor the following:

Loan Parties shall not permit year-to-date EBITDA to be less than negative Eight Million Five Hundred Thousand and No/100 Dollars (-$8,500,000.00), for the Fiscal Quarter ending December 31, 2020, tested as of the last day of such Fiscal Quarter. For purposes of clarification, # EBITDA of -$8,600,000 constitutes an Event of Default and # the minimum EBITDA covenant shall not be tested after December 31, 2020. Notwithstanding anything contained herein to the contrary, for any period # the Five Points Sale Gain shall not be included in the calculation of the minimum EBITDA covenant and # the New Equity Addback up to the amount of research and development expenses incurred during such period may be included in the calculation of the minimum EBITDA covenant.”

EBITDA Cure. For purposes of determining whether an Event of Default has occurred under any financial covenant set forth in [Section 6.8(b)] and [Section 6.8(d)] (the “Specified EBITDA Financial Covenants”), at the irrevocable written election of Company (which election shall constitute a commitment to satisfy the requirements of this [Section 8.2.1]) given within 30 days after the end of the relevant Fiscal Quarter, the Net Equity Proceeds of any Qualified Stock that are contributed or otherwise paid as equity capital to Company after the last day of such Fiscal Quarter and on or prior to the day that is ten days after the date of such notice of written election (the “Specified EBITDA Cure Period”) will be deemed to have increased Consolidated Adjusted EBITDA (after giving effect to any annualization or similar adjustments thereto) solely for the purposes of determining compliance with the Specified EBITDA Financial Covenants at the end of such fiscal reporting period (any such equity contribution, a “Specified EBITDA Equity Contribution”); provided that each of the following requirements are satisfied:

11.02Administrative Agent’s Office; Certain Addresses for Notices

EBITDA Ratio. As of the end of each calendar month, an EBITDA Ratio of not less than 1.25 to 1.

Minimum EBITDA. A new [Section 6.5(c)] shall be added to the Credit Agreement as follows:

Minimum EBITDA. Cause the Borrowers on a Consolidated Basis to maintain EBITDA of not less than the amounts set forth below for the corresponding fiscal quarter then ending, in each case measured on a trailing twelve month basis:

Adjusted EBITDA. Not permit Adjusted EBITDA of the Borrower as of the of last day of each Fiscal Quarter to be less than the amount of set forth below for the period ending on such date:

Adjusted EBITDA. Adjusted EBITDA, measured on a trailing twelve (12) month basis as of the end of each fiscal quarter during the periods specified below on a consolidated basis with respect to Ultimate Parent and its Subsidiaries, of at least (loss not worse than) the following: