On any date that Borrower partially prepays the outstanding Secured Obligations pursuant to Section 2.5, Borrower shall pay to the Lenders a charge of 6.55% of such Term Loan Advances being repaid.

End-of-Term Provisions. Prior to the end of the Term, the Company and the Executive shall meet to discuss whether the Term should be extended. The Company shall have the right at any time, however, to give written notice of non-renewal of the Term. In the event of non-renewal of the Term by the Company and the Executive’s employment is terminated by the Company after the end of the Term, other than # for Cause (as defined below) or # due to death or Disability (as defined below), then such termination shall be treated as a termination without Cause and the NC Restricted Period (as such term is defined in Section 8 of this Agreement) shall be reduced to a period of one year post termination of employment (the “Reduced NC Restricted Period”). During such Reduced NC Restricted Period, the Executive shall receive as severance pay, an amount equal to the greater of # 50% of the payments set forth in [Sections 4.4(i) and 4.4(ii) or (B)] severance and benefits in accordance with Company policy as in effect at that time, in each case payable in installments in accordance with the Company’s normal payroll practices, subject to Executive’s signing and not revoking the release of claims as set forth in Section 4.6. If the Executive’s employment is terminated by the Company after the end of the Term # for Cause, the Executive will not be entitled to receive any severance or other benefits or # due to death or Disability, the Executive will receive severance and benefits in accordance with Company policy as in effect at that time. If the Company is willing to extend the Term and the Executive does not agree to extend the Term, then upon termination of employment at or after the end of the Term, the NC Restricted Period shall not be reduced and the Executive shall not be entitled to receive any severance benefits with respect to such termination of employment. For the avoidance of doubt, except for the potential reduction in the duration of the NC Restricted Period, this Section 2.2 does not otherwise modify the terms of [Sections 6 through 12] of this Agreement (collectively, the “Restrictive Covenants”) and the Executive shall, notwithstanding the termination of his employment with the Company, continue to be bound by the obligations contained therein.

On the earliest to occur of # September 1, 2023, # the date that Borrower prepays the outstanding Secured Obligations (other than any inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) in full, or # the date that the Secured Obligations become due and payable, Borrower shall pay the Lenders a charge equal to Nine Hundred Ninety-Eight Thousand Dollars ($998,000) (the “End of Term Charge A”). Notwithstanding the required payment date of such End of Term Charge A, it shall be deemed earned by the Lenders as of the Closing Date. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately preceding Business Day.

End-of-Term Provisions. Prior to the end of the Term, the Company and the Executive shall meet to discuss whether the Term should be extended. The Company shall have the right at any time, however, to give written notice of non-renewal of the Term. In the event of non-renewal of the Term by the Company and the Executive’s employment is terminated by the Company after the end of the Term, other than # for Cause (as defined below) or # due to death or Disability (as defined below), then such termination shall be treated as a termination without Cause and the NC Restricted Period (as such term is defined in Section 8 of this Agreement) shall be reduced to a period of one year post termination of employment (the “Reduced NC Restricted Period”). During such Reduced NC Restricted Period, the Executive shall receive as severance pay, an amount equal to the greater of # 50% of the payments set forth in [Sections 4.4(i) and 4.4(ii) or (B)] severance and benefits in accordance with Company policy as in effect at that time, in each case payable in installments in accordance with the Company’s normal payroll practices, subject to Executive’s signing and not revoking the release of claims as set forth in Section 4.6. If the Executive’s employment is terminated by the Company after the end of the Term # for Cause, the Executive will not be entitled to receive any severance or other benefits or # due to death or Disability, the Executive will receive severance and benefits in accordance with Company policy as in effect at that time. If the Company is willing to extend the Term and the Executive does not agree to extend the Term, then upon termination of employment at or after the end of the Term, the NC Restricted Period shall not be reduced and the Executive shall not be entitled to receive any severance benefits with respect to such termination of employment. For the avoidance of doubt, except for the potential reduction in the duration of the NC Restricted Period, this Section 2.2 does not otherwise modify the terms of [Sections 6 through 12] of this Agreement (collectively, the “Restrictive Covenants”) and the Executive shall, notwithstanding the termination of his employment with the Company, continue to be bound by the obligations contained therein.

On the date of # the Specified Prepayment or # any date that the Loan Parties prepay the outstanding Secured Obligations (other than any inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) in part, the Loan Parties shall pay Lenders the pro rata portion of the End of Term Charge.

End of Term Charge. On the earliest to occur of # the Maturity Date, # the date that Borrowers prepay the outstanding Secured Obligations (other than any inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) in full or in part (in case of a prepayment pursuant to Section 2.4(a)), or # the date that the Secured Obligations become due and payable in full pursuant to the terms of this Agreement, Borrowers shall pay Lender a charge equal to # in case of a partial prepayment pursuant to [Section 2.4(a), (x)] 6.35% of any principal prepayment in respect of the Tranche I Advance, # 5.75% of any principal prepayment in respect of Tranche II Advance, and # 5.75% of any principal prepayment in respect of the Tranche III Advance, and # in connection with the payment in full of the outstanding Secured Obligations a charge in an amount equal to the sum # of $2,222,500, in respect of the Tranche I Advance, # $1,150,000, in respect of the Tranche II Advance, and # $1,150,000, in respect of the Tranche III Advance, less any charges paid prior to such date pursuant to the [foregoing clause (A)] in connection with partial prepayments. Any similar charge applicable to payment of the Discretionary Advance will be determined prior to the Advance Date thereof. Notwithstanding the required payment date of such charge, it shall be deemed earned by Lender as of the Closing Date.

End of Term. Upon the expiration or earlier termination of the Term of this Lease, # Tenant shall, at its sole cost and expense, quit and surrender to Landlord the Premises broom clean, in good order and condition (ordinary wear and tear excepted), and remove all of its trade equipment, trade fixtures, goods and other property (including the Gaia Sphere Property) therefrom and # surrender to Landlord any and all keys, access cards, computer codes or any other items used to access the Premises.

End of Term Charge. On the earliest to occur of # September 1, 2020, # the date that Borrower prepays the outstanding Secured Obligations (other than any inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) in full, or # the date that the Secured Obligations become due and payable, Borrower shall pay Lender, with respect to each Term Loan Advance, charges equal to the sum of # One Million Eight Hundred Thousand Dollars ($1,800,000) (the “2015 End of Term Charge”), # Four Hundred Fifty Thousand Dollars ($450,000) (the “2016 End of Term Charge”), and # Two Hundred Twenty-Five Thousand Dollars ($225,000) (the “2017 End of Term Charge” and, together with the 2015 End of Term Charge and 2016 End of Term Charge, collectively, the “End of Term Charge”). Notwithstanding the required payment date of such charge, the 2015 End of Term Charge shall be deemed earned by Lender as of September 30, 2015, the 2016 End of Term Charge shall be deemed earned by Lender as of the December 12, 2016, the 2017 End of Term Charge shall be deemed earned by Lender as of June 27, 2017.

On the earlier to occur of # November 1, 2023, # the date that Borrowers prepay the outstanding Secured Obligations (other than any inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) in full or in part (in case of a prepayment pursuant to Section 2.4(a)) or # the date that the Secured Obligations become due and payable in full pursuant to the terms of this Agreement, Borrowers shall pay Lender a charge (each, an “End of Term Charge A”) equal to # in case of a partial prepayment pursuant to [Section 2.4(a), (x)] 6.35% of any principal prepayment in respect of the Tranche I Advance, # 5.75% of any principal prepayment in respect of Tranche II Advance, and # 5.75% of any principal prepayment in respect of the Tranche III Advance, and # in connection with the payment in full of the outstanding Secured Obligations, a charge in an amount equal to the sum # of $2,222,500, in respect of the Tranche I Advance, # $1,150,000, in respect of the Tranche II Advance, and # $1,150,000, in respect of the Tranche III Advance, less any charges paid prior to such date pursuant to the [foregoing clause (A)] in connection with partial prepayments.

On any date that Borrower partially prepays the outstanding Secured Obligations pursuant to Section 2.5(a), Borrower shall pay the Lenders a charge of 6.75% of such Term Loan Advances being prepaid.