Net Revenue. Maintain at all times, aggregate Net Revenue, as determined in accordance with GAAP: (i) to be tested as of the last day of each calendar quarter, for such quarter of at least (i) Twelve Million Dollars ($12,000,000.00) for the calendar quarter ending June 30, 2022, (ii) Nine Million Dollars ($9,000,000.00) for the calendar quarter ending September 30, 2022 and (iii) Thirteen Million Dollars ($13,000,000.00) for the calendar quarter ending December 31, 2022; and (ii) to be tested as of the last day of the calendar year ending December 31, 2023, for such calendar year, of at least Fifty Million Dollars ($50,000,000.00). With respect to any period ending after December 31, 2023, the Net Revenue level for each such period shall be mutually agreed by Bank and Borrower, each acting in its reasonable discretion, based upon, among other factors, budgets, sales projections, operating plans and other financial information with respect to Borrower that Bank deems relevant, including, without limitation Borrower’s annual financial projections approved by the Board. With respect thereto: (i) ▇▇▇▇▇▇▇▇’s failure to agree in writing (which agreement shall be set forth in a written amendment to this Agreement) on or before February 28, 2024 to any such covenant levels proposed by Bank with respect to the 2024 calendar year shall result in an immediate Event of Default for which there shall be no grace or cure period; (ii) ▇▇▇▇▇▇▇▇’s failure to agree in writing (which agreement shall be set forth in a written amendment to this Agreement) on or before February 28, 2025 to any such covenant levels proposed by Bank with respect to the 2025 calendar year shall result in an immediate Event of Default for which there shall be no grace or cure period; (iii) ▇▇▇▇▇▇▇▇’s failure to agree in writing (which agreement shall be set forth in a written amendment to this Agreement) on or before February 28, 2026 to any such covenant levels proposed by Bank with respect to the 2026 calendar year shall result in an immediate Event of Default for which there shall be no grace or cure period; (iv) ▇▇▇▇▇▇▇▇’s failure to agree in writing (which agreement shall be set forth in a written amendment to this Agreement) on or before February 28, 2027 to any such covenant levels proposed by Bank with respect to the 2027 calendar year shall result in an immediate Event of Default for which there shall be no grace or cure period; and (v) ▇▇▇▇▇▇▇▇’s failure to agree in writing (which agreement shall be set forth in a written amendment to this Agreement) on or before February 28, 2028 to any such covenant levels proposed by Bank with respect to the 2028 calendar year shall result in an immediate Event of Default for which there shall be no grace or cure period.
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Net Revenue. Maintain at all times, aggregate Net Revenue, as determined in accordance with GAAP:
(i) to be tested as of the last day of each calendar quarter, aggregate Net Revenue, as determined in accordance with GAAP, for such quarter of at least (i) Twelve Million Dollars ($12,000,000.00) for the calendar quarter ending June 30, 2022, (ii) Nine Million Dollars ($9,000,000.00) for the calendar quarter ending September 30, 2022 and 2022, (iii) Thirteen Million Dollars ($13,000,000.00) for the calendar quarter ending December 31, 2022; and
, (iiiv) to be tested as of the last day of Eight Million Dollars ($8,000,000.00) for the calendar year quarter ending March 31, 2023, (v) Twelve Million Dollars ($12,000,000.00) for the calendar quarters ending June 30, 2023 and September 30, 2023 and (vi) Eighteen Million Dollars ($18,000,000.00) for the calendar quarter ending December 31, 2023, for such calendar year, of at least Fifty Million Dollars ($50,000,000.00). With respect to any period ending after December 31, 2023, the Net Revenue level for each such period shall be mutually agreed by Bank and Borrower, each acting in its reasonable discretion, based upon, among other factors, budgets, sales projections, operating plans and other financial information with respect to Borrower that Bank deems relevant, including, without limitation Borrower’s annual financial projections approved by the Board. With respect thereto:
(i) ▇▇▇▇▇▇▇▇’s failure to agree in writing (which agreement shall be set forth in a written amendment to this Agreement) on or before February 28March 15, 2024 to any such covenant levels proposed by Bank with respect to the 2024 calendar year shall result in an immediate Event of Default for which there shall be no grace or cure period;
(ii) ▇▇▇▇▇▇▇▇’s failure to agree in writing (which agreement shall be set forth in a written amendment to this Agreement) on or before February 28March 15, 2025 to any such covenant levels proposed by Bank with respect to the 2025 calendar year shall result in an immediate Event of Default for which there shall be no grace or cure period;
(iii) ▇▇▇▇▇▇▇▇’s failure to agree in writing (which agreement shall be set forth in a written amendment to this Agreement) on or before February 28March 15, 2026 to any such covenant levels proposed by Bank with respect to the 2026 calendar year shall result in an immediate Event of Default for which there shall be no grace or cure period;
(iv) ▇▇▇▇▇▇▇▇’s failure to agree in writing (which agreement shall be set forth in a written amendment to this Agreement) on or before February 28March 15, 2027 to any such covenant levels proposed by Bank with respect to the 2027 calendar year shall result in an immediate Event of Default for which there shall be no grace or cure period; and
(v) ▇▇▇▇▇▇▇▇’s failure to agree in writing (which agreement shall be set forth in a written amendment to this Agreement) on or before February 28March 15, 2028 to any such covenant levels proposed by Bank with respect to the 2028 calendar year shall result in an immediate Event of Default for which there shall be no grace or cure period.. Notwithstanding the foregoing, upon and following the closing of the AeroClean Acquisition, the terms of this Section 6.12(a) shall be replaced with the following:
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Net Revenue. Maintain at all times, aggregate Net Revenue, as determined in accordance with GAAP:
(i) to be tested as of the last day of each calendar quarter, aggregate Net Revenue, as determined in accordance with GAAP, for the three (3) month period ending on such quarter date of at least (i) Twelve Ten Million Four Hundred Forty Thousand Dollars ($12,000,000.0010,440,000.00) for the calendar quarter ending March 31, 2020, (ii) Twenty Million Nine Hundred Seventy Thousand Dollars ($20,970,000.00) for the calendar quarter ending June 30, 20222020, (iiiii) Nine Eighteen Million Three Hundred Sixty Thousand Dollars ($9,000,000.0018,360,000.00) for the calendar quarter ending September 30, 2022 2020 and (iiiiv) Thirteen Thirty One Million Four Hundred Ten Thousand Dollars ($13,000,000.0031,410,000.00) for the calendar quarter ending December 31, 2022; and
(ii) to be tested as of the last day of the calendar year ending December 31, 2023, for such calendar year, of at least Fifty Million Dollars ($50,000,000.00)2020. With respect to any period ending after December 31, 20232020, the Net Revenue level for each such period shall be mutually agreed by Bank and Borrower, each acting in its reasonable discretion, based upon, among other factors, budgets, sales projections, operating plans and other financial information with respect to Borrower that Bank deems relevant, including, without limitation Borrower’s annual financial projections approved by the Board. With respect thereto:
(i) , ▇▇▇▇▇▇▇▇’s failure to agree in writing (which agreement shall be set forth in a written amendment to this Agreement) on or before February 2815, 2024 2021 to any such covenant levels proposed by Bank with respect to the 2024 calendar year shall result in an immediate Event of Default for which there shall be no grace or cure period;
(ii) ▇▇▇▇▇▇▇▇’s failure to agree in writing (which agreement shall be set forth in a written amendment to this Agreement) on or before February 28, 2025 to any such covenant levels proposed by Bank with respect to the 2025 calendar year shall result in an immediate Event of Default for which there shall be no grace or cure period;
(iii) ▇▇▇▇▇▇▇▇’s failure to agree in writing (which agreement shall be set forth in a written amendment to this Agreement) on or before February 28, 2026 to any such covenant levels proposed by Bank with respect to the 2026 calendar year shall result in an immediate Event of Default for which there shall be no grace or cure period;
(iv) ▇▇▇▇▇▇▇▇’s failure to agree in writing (which agreement shall be set forth in a written amendment to this Agreement) on or before February 28, 2027 to any such covenant levels proposed by Bank with respect to the 2027 calendar year shall result in an immediate Event of Default for which there shall be no grace or cure period; and
(v) ▇▇▇▇▇▇▇▇’s failure to agree in writing (which agreement shall be set forth in a written amendment to this Agreement) on or before February 28, 2028 to any such covenant levels proposed by Bank with respect to the 2028 2021 calendar year shall result in an immediate Event of Default for which there shall be no grace or cure period.” 12 The Loan Agreement shall be amended by deleting the following text, appearing in Section 8.1 thereof: “Borrower fails to (a) make any payment of principal or interest on any Credit Extension when due, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure period shall not apply to payments due on the Revolving Line Maturity Date, the Term Loan Maturity Date or the GCTL Maturity Date).” and inserting in lieu thereof the following: “Borrower fails to (a) make any payment of principal or interest on any Credit Extension when due, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure period shall not apply to payments due on the Revolving Line Maturity Date, the Term Loan Maturity Date, the GCTL Maturity Date or the 2020 Term Loan Maturity Date).” 13 The Loan Agreement shall be amended by deleting the following text, appearing in Section 9.1 thereof:
(a) declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations are immediately due and payable without any action by Bank); provided, however, if an Event of Default described in Section 8.2(a) occurs solely as a result of ▇▇▇▇▇▇▇▇’s failure to comply with Section 6.9, Bank shall not be entitled to declare Obligations constituting Term Loan Advances or the GCTL immediately due and payable;” and inserting in lieu thereof the following:
(a) declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations are immediately due and payable without any action by Bank); provided, however, if an Event of Default described in Section 8.2(a) occurs solely as a result of ▇▇▇▇▇▇▇▇’s failure to comply with Section 6.9, Bank shall not be entitled to declare Obligations constituting Term Loan Advances or 2020 Term Loan Advances immediately due and payable;” 14 The Loan Agreement shall be amended by deleting the following text, appearing in Section 12.1 thereof: “So long as Borrower has satisfied the Obligations (other than inchoate indemnity obligations, and any other obligations which, by their terms, are to survive the termination of this Agreement, and any Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement), this Agreement may be terminated prior to the Revolving Line Maturity Date, the Term Loan Maturity Date and the GCTL Maturity Date by Borrower, effective three (3) Business Days after written notice of termination is given to Bank.” and inserting in lieu thereof the following: “So long as Borrower has satisfied the Obligations (other than inchoate indemnity obligations, and any other obligations which, by their terms, are to survive the termination of this Agreement, and any Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement), this Agreement may be terminated prior to the Revolving Line Maturity Date, the Term Loan Maturity Date, the GCTL Maturity Date and the 2020 Term Loan Maturity Date by Borrower, effective three (3) Business Days after written notice of termination is given to Bank.” 15 The Loan Agreement shall be amended by deleting the following text, appearing in the definition of “Eligible Accounts” in Section 13.1 thereof:
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