Proceeds. No Investment, Letter of Credit or Release has been used by the Seller in any manner that would violate applicable Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions.

SECTION # CONDITIONS PRECEDENT TO CREDIT EVENTS ON THE CLOSING DATE. 8991

#First Lien Term Loan Credit Agreement7174

Net Exercises. The terms of any Option may be written to permit the Option to be exercised by delivering to the Participant a number of Shares having an aggregate Fair Market Value (determined as of the date of exercise) equal to the excess, if any, of the Fair Market Value of the Shares underlying the Option being exercised, on the date of exercise, over the exercise price of the Option for such Shares.

Net Assets. At all times, the Borrower shall not permit its Net Assets to be less than the sum of # $240,000,000, plus # the product of 65% multiplied by the Net Cash Proceeds received in connection with the issuance of new Equity Securities (whether common or preferred stock or otherwise) after the Effective Date.

Net Lease. It is understood and agreed by Tenant that this Lease is a triple net lease and the Rent and all other sums payable hereunder shall be absolutely net to Landlord. Tenant shall be responsible for all taxes, payments in lieu of taxes, assessments, utility charges, liens, insurance, maintenance, repairs and all other costs associated with the Premises or any portion thereof. Except as otherwise expressly provided herein, Tenant shall pay all sums payable hereunder without notice or demand, and without set-off, abatement, suspension or deduction and Tenant shall not interpose any counterclaim (other than a mandatory counterclaim which could be waived or barred if not asserted in such proceeding) or defense of whatever nature or description in any proceeding by Landlord for the collection of money due hereunder, provided, however, that such agreement not to interpose any counterclaim or defense shall not be construed as a waiver of Tenant’s right to assert a counterclaim or defense against any action seeking to terminate this Lease or as a waiver of Tenant’s right to assert claims against Landlord in any separate action.

Net Lease. The obligations of Tenant hereunder shall be separate and independent covenants. This is a net lease and Rent and all other sums payable hereunder by Tenant shall be paid without notice or demand, and without setoff, counterclaim, recoupment, abatement, suspension or reduction, or defense. This Lease is the absolute and unconditional obligation of Tenant, and the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s use of the premises for any reason subject only to: # any damage to or destruction of the Premises, as provided in Article 9 of this Lease, or # any condemnation or eminent domain, as provided in Article 14 of this Lease. All costs and expenses of every kind and nature whatsoever relating to the Premises (other than depreciation, interest on or amortization of debt incurred by Landlord, and costs incurred by Landlord in financing or refinancing the Premises) and the appurtenances thereto and the use and occupancy thereof which may arise or become due and payable with respect to the period which ends on the expiration or earlier termination of the Term in accordance with the provisions hereof (whether or not the same shall become payable during the Term or thereafter) shall be paid by Tenant. Tenant shall pay all expenses related to the maintenance, repair, management, or operations of the Premises as set forth in this Lease. Except as provided in Section 4.3, Tenant shall not have any right to abate Rent or other sums payable hereunder by Tenant during the Term.

“Net Sales”. Net Sales means the gross amounts billed or invoiced by TransTech, its Affiliates and Sublicensees to any Third Party that is not a Sublicensee with respect to sales of Licensed Products in the Territory, calculated in the same manner as reported in its audited financial statements, less the sum of the following:

Net Worth. Sellers hereby agree to maintain collectively an aggregate net worth of at least Four Million and 00/100 Dollars ($4,000,000.00) from the Closing Date through the expiration of the Survival Period. This Section 5.8 shall survive the Closing and not be merged therein.

Net Exercise. If the Company shall receive written notice from the Purchaser at the time of exercise of this Warrant that the holder elects to Net Exercise all or any portion of this Warrant, the Company shall deliver to such Purchaser (without payment by the Purchaser of any exercise price in cash) that number of Warrant Shares computed using the following formula: