This Note carries a prorated original issue discount of $18,000.00 (the “OID”), to cover the Holder’s accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Note, which is included in the principal balance of this Note. Thus, the purchase price of this Note shall be $87,000.00, computed as follows: the Principal Amount minus the OID.

Additional Terms. Except as provided in this letter agreement, the Employment Agreement remains in full force and effect. This letter agreement will be governed by and construed under the laws of the State of California (except for its conflict of laws provisions). This letter agreement (together with the Option Agreement and the Employment Agreement) contain the entire agreement of you and the Company with the matters described therein. This letter agreement may not be modified or changed except by a writing duly executed by you and an authorized officer or director of the Company.

Additional Transfers. For purposes of this Lease, the term "Transfer" shall also include if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of fifty percent (50%) or more of the partners, or transfer of fifty percent (50%) or more of partnership interests, within a twelve (12)-month period, or the dissolution of the partnership without immediate reconstitution thereof.

If the outstanding Shares are changed into or exchanged for a different number or kind of shares or into or for other securities of the Company or securities of another Company or entity, whether through an arrangement, amalgamation or other similar procedure or otherwise, or a share recapitalization, subdivision or consolidation, then on each exercise of the Option which occurs following such events, for each Optioned Share for which the Option is exercised, the Optionee will instead receive the number and kind of shares or other securities of the Company or other Company into which such Option Share would have been changed or for which such Option Share would have been exchanged if it had been outstanding on the date of such event.

Additional Guarantors. If either # the total assets of all Domestic Subsidiaries that are not Guarantors, taken as a whole, as of the last day of the fiscal quarter set forth in the most recent financial statements delivered pursuant to Section 8.1(a), (b) or (d), is greater than ten percent (10%) of the consolidated total assets the Borrower and its Domestic Subsidiaries on such date or # the total revenue of all Domestic Subsidiaries that are not Guarantors, taken as a whole, for the period of four (4) consecutive fiscal quarters ending on the last day of the most recent fiscal quarter covered by such financial statements is greater than ten percent (10%) of the consolidated total revenue of the Borrower and its Domestic Subsidiaries for such period (an “Additional Guarantor Trigger Event”), then the Borrower shall, within forty-five (45) days after the delivery of a respective Compliance Certificate indicating that an Additional Guarantor Trigger Event has occurred, cause one or more Domestic Subsidiaries to become Guarantors and comply with the requirements of this [Section 8.12] (notwithstanding that such Domestic Subsidiary is an Immaterial Subsidiary) as necessary for the total assets and total revenue of all Domestic Subsidiaries that are not Guarantors, taken as a whole, to constitute less than ten percent (10%) of Consolidated total assets and ten percent (10%) of the Consolidated total revenue of the Borrower and its Domestic Subsidiaries at such time.

Additional Collateral. Upon the acquisition (including any acquisition by statutory division) by any Credit Party of any Property of the type constituting Collateral, the applicable Credit Parties shall comply with the requirements set forth in the Collateral Documents with respect thereto.

Additional Rent. In addition to Base Rent, Tenant agrees to pay to Landlord as additional rent (“Additional Rent”): # commencing on the Commencement Date, Tenant’s Share of “Operating Expenses” (as defined in Section 5). and # any and all other amounts Tenant assumes or agrees to pay under the provisions of this Lease, including, without limitation, any and all other sums that may become due by reason of any default of Tenant or failure to comply with the agreements, terms, covenants and conditions of this Lease to be performed by Tenant, after any applicable notice and cure period.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require:

Additional Warrants. The Company and the ​ hereby consent and agree that # notwithstanding anything to the contrary in [Section 2(a)(ii)] of the Note, Additional Warrants in the full amount of the Remaining Warrant Amount shall be required to be issued by the Sponsor to a designee of the ​ (and any deliverables set forth in [Section 2(a)(ii)(C)] of the Note required in connection with the Additional Warrant Issuance shall be delivered) in connection with making the Subject Loan and # after giving effect to the advance of the Subject Loan, $20,000,000 of the Final $40 Million Committed Amount remains available for future advances of Additional Loans during the Availability Period subject to all terms and conditions set forth in the Note, including the conditions set forth in [Section 2(a)(ii)(A)(2)] of the Note, except that upon the completion of the Additional Warrant Issuance for the entire Remaining Warrant Amount in accordance with the conditions to effectiveness of this Waiver Agreement, the condition to issue Additional Warrants under [Section 2(a)(ii)(C)] shall no longer apply.

Additional Information. Such additional information and materials which the Administrative Agent and/or any Lender shall reasonably request or require.