Exit Fee. Upon the occurrence of any Prepayment Premium Event, the Borrower shall pay to the Administrative Agent, for the account of each Term Loan Lender in accordance with their Pro Rata Percentage, a fee (in addition to and not a substitution for the payments of principal, interest and other fees payable hereunder), equal to 3.00% of the aggregate principal amount of Term Loans so paid or prepaid (such fee, the “Exit Fee”).

Exit Obligations. Upon either the voluntary or involuntary termination of Employee’s employment or the request of the Company’s during Employee’s employment, Employee shall: # provide or return to the Company any and all Company property and data and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of Employee, whether they were provided to Employee by the Company or any of its subsidiaries or affiliates or created by Employee in connection with his employment by the Company; and # delete or destroy all copies of any such documents and materials not returned to the Company that remain in Employee’s possession or control, including those stored on any non-Company devices, networks, storage locations, or media in Employee’s possession or control.

Section # Payment of Exit Fee.

“(d) Exit Fee. ​ shall pay to the ​ an exit fee (the “Exit Fee”) in the aggregate amount of $200,000, allocated to each ​ pro rata based on such ​’s commitment set forth on [Schedule 2.1] hereto, which shall be non-refundable and fully earned on the First Amendment Effective Date, and which shall be payable as follows: # on or prior to May 15, 2023, $100,000, and # on the Maturity Date, $100,000.”

“Exit Fee” shall have the meaning set forth in the Fee Letter, which definition is incorporated herein by reference.

“Exit Fee” shall mean an amount equal to one percent (1.0%) of the full amount of the Loan.

#​ expressly acknowledges and agrees that the Exit Fee shall constitute # additional consideration for the Loan and # a portion of the Debt.

#​ shall be obligated to pay the Exit Fee to ​ as follows: # upon any (and each) partial prepayment of the Loan in accordance with the terms hereof (other than as to payments of principal in connection with each Monthly Debt Service Payment, which in each event shall be deferred until payment in full of the Debt or the acceleration thereof in accordance with the terms of the Loan Documents), in addition to all other amounts payable to ​ under [Section 2.4] hereof, ​ shall pay to ​, on account of the Exit Fee, an amount equal to one percent (1%) of the amount so prepaid; # upon any (and each) application of any condemnation awards or Net Proceeds to the Debt in accordance with the terms of this Agreement and the Mortgage, one percent (1%) of the amount thereof shall be retained by ​ on account of the Exit Fee and the balance thereof shall be applied to the Debt; and # upon repayment in full of the Debt or the acceleration thereof in accordance with the terms of any of the Loan Documents, ​ shall pay to ​ the entire Exit Fee which would be due on such date, less any amounts on account thereof previously paid to ​ under the [foregoing clauses (i) and (ii) of this Section 2.5.1]1]. Notwithstanding the foregoing, payment of the Exit Fee shall be waived (or, if elected by ​, credited against the closing costs in connection with the refinancing of the Loan) in the event ​ refinances the Loan with a new permanent loan from ​ (or its Affiliates) (which may be provided by ​ (or its Affiliates) in their sole discretion).

Fee. Licensee shall pay Licensor a fee of ​ (​ USD) on or before March 15, 2023 as consideration for this Amendment # 2.

Fee. The Company shall pay the Director a fee for services hereunder of Fifty Thousand Dollars ($50,000) per annum (the “Board Compensation”) to be paid in equal quarterly installments of Twelve Thousand Five Hundred Dollars ($12,500) (the “Quarterly Payments”) beginning with the initial payment on June 30, 2021. Following the Initial Payment, Quarterly Payments shall be due on the last business day of each September, December, March and June in the Directorship Term hereof (the “Payment Dates”). The Board Compensation shall be paid either in readily available funds or fully paid, validly issued and non-assessable common stock of the Company (the “Common Stock”), at the sole option of the Board Member, to be exercised by written notice to the Company on or prior to the Payment Date, failing which the Board Compensation shall be paid in cash. In the event that a Quarterly Payment is to be remitted in Common Stock, the number of shares shall be determined by dividing the Quarterly Payment by the closing sale price of the Common Stock on the trading day immediately preceding the applicable Payment Date, as reported by the principal trading market for the Common Stock.