Maintenance Fee. The accrued and unpaid Maintenance Fee shall be due and payable within 10 calendar days after each Month End until such time that no Events of Default exist for 2 consecutive fiscal quarters.

Ticking Fee. The ​ shall pay to the ​, for the account of each Delayed Draw Term Loan ​, a ticking fee (the “Ticking Fee”) equal to Applicable Rate per annum of the daily unused portion of each Delayed Draw Term Loan ​’s Delayed Draw Term Loan Commitment. The Ticking Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in [Article IV] is not met, and shall be due and payable on the last date of the Availability Period (and, if applicable, thereafter on demand).

Facility Fee. In consideration of the Revolving Credit Commitments of the Revolving Credit Lenders hereunder, the ​ Parties shall pay to the Administrative Agent (for the benefit of the Revolving Credit Lenders) a facility fee equal to the Applicable Rate (based on a three hundred sixty-five (365) day year) times the actual daily amount of the Aggregate Revolving Credit Commitments (or, if the Aggregate Revolving Credit Commitments have terminated, on the Outstanding Amount of all Revolving Credit Loans and L/C Obligations), regardless of usage (the “Facility Fee”). The Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations

Commitment Fee. The Company and the ​ hereby jointly and severally agree to pay to the Agent for the account of the ​, ratably in proportion to their Commitments, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the Applicable Commitment Fee Rate on the daily average unused amount of the Commitments, which fee shall be payable in arrears on the fifteenth day following the last day of March, June, September and December of each year commencing on ​ and with a final payment due and payable on the Termination Date. For the purposes of determining the amount of the Commitment Fee, outstanding Competitive Bid Loans shall be deemed not to be a usage of the Commitments.

Structuring Fee. The Company agrees to pay to Prudential on the date hereof a structuring fee of ​. Such payment shall be made to Prudential at the address for payments specified in [Schedule B] to the Agreement, or by such other method or at such other address as Prudential shall specify to the Company in writing for such purpose.

Warrants Fee. As compensation with respect to a consummated Financing, the Company shall issue to Network 1 or its designees at the closing, warrants with an exercise period of three years (the “Network 1 Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) which equates to 2% of the aggregate amount raised whether directly or via convertible securities, options or warrants (in the case of convertible securities, options, and warrants, the number of shares of common stock into which such convertible securities are convertible or for which such warrants are exercisable in the Financing). If the Securities in the Financing include warrants, the Network 1 Warrants shall have the same terms, including exercise price and registration rights (but including exercise period only if longer than 5 years), as warrants issued in the Financing, except as provided below. However, if the Securities in the Financing do not include warrants, then the Network 1 Warrants shall have an exercise price equal to 110% of the closing price of the day of closing the placement.

Cash Fee. The Company shall pay to Wainwright a cash fee, or as to an underwritten Offering an underwriter discount, equal to 7.0% of the aggregate gross proceeds raised in each Offering.

Cash Fee. The Company shall pay to Network 1 a cash fee, or as to an underwritten Offering an underwriter discount, equal to seven percent (7.0%) of the aggregate gross proceeds raised in each Offering

In the event that this Agreement is validly terminated by the Company pursuant to [Section 7.1(h)], then the Company shall pay, within three (3) Business Day of the notice of such termination of this Agreement, a termination fee to BRPA in an amount equal to ​ (“Termination Fee”) in immediately available funds as liquidated damages and not as a penalty.

Servicing Fee. At all times that Computershare or another Person is acting as Successor Servicer hereunder, the “Servicing Fee Rate” shall mean the greater of # 4.75% per annum and # the average of three (3) bids obtained by the Administrative Agent (acting at the direction of the Required Lenders) based upon then current market conditions, pursuant to the first two sentences of [Section 7.14(h)]; provided, that the Successor Servicer shall provide prompt written notice of such Servicing Fee Rate to the Rating Agencies, if any.