Common use of Success Fee Clause in Contracts

Success Fee. In consideration of Bank’s agreement to enter into this Amendment, and in addition to, and not in substitution for, any other fees set forth in the Loan Documents, Borrower shall pay to Bank a fully earned, non-refundable success fee (the “Success Fee”) of One Hundred Seventy-Five Thousand Dollars ($175,000) which shall be payable upon the earlier of (a) the closing of an initial public offering of shares of Borrower’s stock or (b) the closing of a sale of Borrower’s stock or other merger with or into any other Person, in which Borrower’s shareholders immediately after such event hold less than fifty-one percent (51%) of the fully diluted voting share capital of the surviving Person (such initial public offering or sale, a “Success Fee Trigger Event”). Borrower hereby acknowledges and agrees that if the Obligations are paid in full and the Loan Agreement is terminated, this Section 2.8 and Borrower’s obligation to pay the Success Fee hereunder shall survive and continue. If the Loan Agreement is terminated prior to payment of the Success Fee, Bank shall continue to have such right in perpetuity, until paid. Borrower shall notify Bank of the occurrence of any Success Fee Trigger Event promptly upon the occurrence thereof.