Threshold Issues. Any dispute concerning the scope and enforceability of this Agreement shall be resolved exclusively in a court of competent jurisdiction. All issues between the parties that this Agreement does not specifically permit to be presented to a court are for the arbitrator to resolve.

Below Threshold. If, upon the conclusion of the Performance Period (or the date of the Change in Control if [Section 1(e)(ii)] of this Exhibit A is applicable), RTSR for the Performance Period falls below the threshold level, as set forth in the Performance Matrices, no PRSUs will become earned.

Participation Threshold. The Participation Threshold of the Incentive Unit Equivalents granted hereunder is the amount set forth in the Announcement. This means that the Incentive Unit Equivalents granted hereunder will not be entitled to share in Distributions unless and until the currently outstanding Common Units, Incentive Units, and Incentive Unit Equivalents with a lower Participation Threshold, in that order of priority, are distributed an aggregate amount equal to the Participation Threshold set forth in the Announcement; provided, however, that such Distributions must have been made after the issuance date of the Incentive Unit Equivalents hereunder. In addition, the Incentive Unit Equivalents must have vested before they receive any Distributions.

Below Threshold. If, upon the conclusion of the Performance Period, RTSR for the Performance Period falls below the threshold level, as set forth in the Performance Matrix, no PRSUs shall become Vested.

Participation Threshold. The Participation Threshold for each Class B Unit granted to the Participant pursuant to this Agreement is equal to ​, such amount being determined by the General Partner as of the Grant Date pursuant to the terms of the LP Agreement.

Minimum Funding Threshold. At all times after the 60th day following the Closing Date, the Seller shall cause the Aggregate Capital to exceed the Minimum Funding Threshold at all times; provided, that, upon written notice from the Seller to the Administrative Agent, the Seller shall be entitled to designate by written notice to the Administrative Agent a holiday from compliance with the Minimum Funding Threshold for a period of sixty consecutive calendar days not more than once per calendar year.

Material Discrepancy Threshold. For purposes of this IoT Disti PAX, the Material Discrepancy threshold will be met if an audit reveals amounts owed by Company to Microsoft in excess of US$25,000.00, or, if Microsoft (China) Company Limited is the Microsoft contracting entity or a Microsoft Affiliate under the Agreement, with respect to Company’s transactions with Microsoft

Between Threshold and Target. If, upon the conclusion of the Performance Period (or the date of the Change in Control if [Section 1(e)(ii)] of this Exhibit A is applicable), RTSR for the Performance Period exceeds the threshold level, but is less than the target level, as set forth in the Performance Matrices, a percentage between 50% and 100% (determined on the basis of straight-line mathematical interpolation) of the PRSUs (rounded down to the nearest whole number of PRSUs) shall become earned.

Between Threshold and Target. If, upon the conclusion of the Performance Period, RTSR for the Performance Period exceeds the threshold level, but is less than the target level, as set forth in the Performance Matrix, a percentage between 50% and 100% (determined on the basis of straight-line mathematical interpolation) of the PRSUs (rounded up to the nearest whole number of PRSUs) shall become Vested.

XERAVA Sales Threshold Bonuses. You are eligible to receive cash bonuses of up to $200,000 comprised of: # $31,000 if XERAVA annual U.S. net sales are at least $20 million during the calendar year ending December 31, 2021; # $56,000 if XERAVA annual U.S. net sales are at least $35 million in any calendar year ending on or before December 31, 2024; and # $113,000 if XERAVA annual U.S. net sales are at least $55 million in any calendar year ending on or before December 31, 2024 (collectively, the "XERAVA Sales Threshold Bonus"). XERAVA Sales Threshold Bonuses are subject to the terms and conditions provided in the Operating Agreement of La Jolla Pharmaceutical Holdings, LLC, a subsidiary of La Jolla.