Common use of Deferred Fee Clause in Contracts

Deferred Fee. Borrower acknowledges and agrees that, in connection with Borrower becoming a wholly owned Subsidiary of ConversionPoint Technologies, Inc. ("Parent"), Borrower owes an aggregate fee in the amount of $400,000 with respect to Section 1.6 of each of the warrants issued by Borrower in connection with this Agreement (the "Deferred Fee"), and Lenders have agreed to defer the payment thereon. Borrower shall pay the Deferred Fee on the earlier of (i) the date the Advances are repaid in full or become due and payable, (ii) any Change in Control, or (iii) the a sale, lease or other disposition of all or a material portion of the assets of Borrower or Parent. 5. Section 5.3 of the Agreement is amended and restated in its entirety to read as follows