Common use of Payment of Deferred Amount Clause in Contracts

Payment of Deferred Amount. Each June 30 and December 31 beginning in 2018, HTG shall determine, in accordance with U.S. generally accepted accounting principles (“GAAP”), its operating profit as defined under GAAP (but not including accrued, unpaid Deferred Amount) in the trailing 12 month period. If such operating profit is $1,000,000 or more, or no later than June 30, 2020 in any event, then 50% of the Deferred Amounts, together with 50% of the accrued interest on the Deferred Amount, shall be payable to Seller within 15 business days thereafter, and the balance of the unpaid Deferred Amounts and interest thereon shall be payable within one hundred eighty (180) days thereafter. Each payment of interest on the Deferred Amounts shall be payable, at Seller’s option, either in cash or by issuance of a 5-year warrant to purchase the number of shares of HTG common stock equal to payment amount divided by $1, at an exercise price of $1 per share. HTG’s payment of the Deferred Amount and interest thereon shall be in addition to and not in lieu of the Minimum Payments or Percentage Amounts payable in accordance with the terms of the Agreement after January 1, 2018. Upon payment in full of the Deferred Amounts, all obligations of HTG under this paragraph shall terminate. For each calendar year during which the Deferred Amount or any portion thereof remains unpaid and outstanding, HTG shall, with reasonable advance written notice and during normal business hours, permit Seller to audit HTG’s books and records to the extent necessary to determine whether HTG’s operating profit was $1,000,000 or Amended and Restated Third Amendment to Asset Purchase Agreement Nuvogen, ▇▇▇▇, ▇▇▇▇▇▇/HTG Page 2 of 4 CONFIDENTIAL more for such 12-month trailing period. Seller shall treat information to which it has access for audit purposes as Confidential Information under Section 6.1 of the Agreement.

Payment of Deferred Amount. Each June 30 and December 31 beginning in 2018, HTG shall determine, in accordance with U.S. generally accepted accounting principles (“GAAP”), its operating profit as defined under GAAP (but not including accrued, unpaid Deferred Amount) in the trailing 12 month period. If such operating profit is $1,000,000 or more, or no later than June 30, 2020 in any event, then 50% of the Deferred Amounts, together with 50% of the accrued interest on the Deferred Amount, shall be payable to Seller within 15 business days thereafter, and the balance of the unpaid Deferred Amounts and interest thereon shall be payable within one hundred eighty (180) days thereafter. Each payment of interest on the Deferred Amounts shall be payable, at Seller’s option, either in cash or by issuance of a 5-year warrant to purchase the number of shares of HTG common stock equal to payment amount divided by $1, at an exercise price of $1 per share. HTG’s payment of the Deferred Amount and interest thereon shall be in addition to and not in lieu of the Minimum Payments or Percentage Amounts payable in accordance with the terms of the Agreement after January 1, 2018. Upon payment in full of the Deferred Amounts, all obligations of HTG under this paragraph shall terminate. For each calendar year during which the Deferred Amount or any portion thereof remains unpaid and outstanding, HTG shall, with reasonable advance written notice and during normal business hours, permit Seller to audit HTG’s books and records to the extent necessary to determine whether HTG’s operating profit was $1,000,000 or Amended and Restated Third Amendment to Asset Purchase Agreement Nuvogen, ▇▇▇▇, ▇▇▇▇▇▇/HTG Page 2 of 4 CONFIDENTIAL more for such 12-month trailing period. Seller shall treat information to which it has access for audit purposes as Confidential Information under Section 6.1 of the Agreement.