FATCA. For the purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this Amendment, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the obligations of the Borrower set forth in the Credit Agreement, as modified by this Amendment, as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

FATCA. For purposes of this [Section 2.16], the term “applicable law” includes FATCA.

FATCA. For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this Agreement, the Borrowers, the Agent and the FILO Agent shall treat (and the Lenders hereby authorize the Agent and the FILO Agent to treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

FATCA. Notwithstanding anything to the contrary therein, Company shall not be required to pay any additional amount pursuant to [Section 2.19(b)] with respect to any U.S. federal withholding tax imposed under FATCA. If a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Company and

Within thirty days of making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the party making such FATCA Deduction shall deliver to the Administrative Agent for delivery to the party on account of whom the FATCA Deduction was made evidence reasonably satisfactory to that party that the FATCA Deduction has been made or (as applicable) any appropriate payment paid to the IRS.

Deduction Changes. Except as may be determined by the Administrator in advance of an Offering, a Participant may not increase or decrease his or her payroll deduction during any Offering, but may increase or decrease his or her payroll deduction with respect to the next Offering (subject to the limitations of Section 5) by filing a new enrollment form at least 15 business days before the next Offering Date (or by such other deadline as shall be established by the Administrator for the Offering). The Administrator may, in advance of any Offering, establish rules permitting a Participant to increase, decrease or terminate his or her payroll deduction during an Offering.

An employee may decrease or increase such employee’s payroll deduction by filing either a new written or electronic payroll deduction authorization form. Any such change will only be effective for the immediately succeeding Offering Period; provided that an employee may elect to decrease their payroll deduction no more than one time effective during the Offering Period then outstanding. Notwithstanding the immediately preceding sentence, the Committee may, at its discretion, provide that changes to payroll deductions will be effective during the Offering Period then outstanding. Any employee may discontinue his payroll deductions at any time by filing either a new written or electronic payroll deduction authorization form. If an employee elects to discontinue his payroll deductions during an Offering Period, but does not elect to withdraw such employee’s funds pursuant to Section 10 hereof, funds deducted prior to such employee’s election to discontinue will be applied to the purchase of Shares on the Exercise Date (as defined below).

Any and all payments of principal and interest, fees, indemnity or expense reimbursements, and any other amounts by any Credit Party hereunder or under any other Loan Documents (the “Credit Party Payments”) shall be made without setoff or

Royalty Deduction. All royalties payable under this [Section 6.4] (Royalty Payments) shall be payable on a Calendar Quarterly basis during the Royalty Term for such Collaboration Product in each country in the relevant Territory (or portion thereof). ​

Each payroll deduction authorization will request withholding at a percentage of Compensation per payroll period within a range specified by the Board for the applicable Option Period, or if no such range is specified by the Board, from 1% to 15% of Compensation. Withholding will be accomplished by means of payroll deductions from payroll periods ending in the Option Period. For purposes of the Plan, “Compensation” means “Compensation” as defined in the Paratek Pharmaceuticals, Inc. Profit Sharing 401(k) Plan, as may be amended from time to time. A Participant may not increase or decrease his or her withholding rate during an Option Period, but may withdraw his or her participation in an Option Period in accordance with Section 11. A Participant may change his or her withholding rate for subsequent Option Periods by filing a new payroll deduction authorization with the Company on or before the Enrollment Deadline for the Option Period for which the change is to be effective. All amounts withheld in accordance with a Participant’s payroll deduction authorization will be credited to a withholding account maintained in the Participant’s name on the books of the Company. Amounts credited to the withholding account will not be required to be set aside in trust or otherwise segregated from the Company’s general assets.