Alternative Rate of Interest. Notwithstanding anything to the contrary in [Section 5.8(a)] above, if the Administrative Agent has made the determination (such determination to be conclusive absent manifest error) that # the circumstances described in [Section 5.8(a)(i) or (a)(ii)])] have arisen and that such circumstances are unlikely to be temporary, # any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the U.S. syndicated loan market in the applicable currency or # the applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any Governmental Authority having, or purporting to have, jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which any applicable interest rate specified herein shall no longer be used for determining interest rates for loans in the U.S. syndicated loan market in the applicable currency, then the Administrative Agent may, to the extent practicable (with the approval of the Borrower and as determined by the Administrative Agent to be generally in accordance with similar situations in other transactions in which it is serving as administrative agent or otherwise consistent with market practice generally), establish a replacement interest rate (the “Replacement Rate”), in which case, the Replacement Rate shall, subject to the next two sentences, replace such applicable interest rate for all purposes under the Loan Documents unless and until # an event described in [Section 5.8(a)(i)], (a)(ii), (c)(i), (c)(ii) or (c)(iii) occurs with respect to the Replacement Rate or # the Administrative Agent (or the Required ​ through the Administrative Agent) notifies the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to ​ of funding the Loans bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Administrative Agent in consultation with the Borrower, as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this [Section 5.8(c)]. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 12.2), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the delivery of such amendment to ​, written notices from such ​ that in the aggregate constitute Required ​, with each such notice stating that such Lender objects to such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lender objects). To the extent the Replacement Rate is approved by the Borrower and the Administrative Agent in connection with this clause (c), the Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied as otherwise reasonably determined by the Administrative Agent (it being understood that any such modification by the Administrative Agent shall not require the consent of, or consultation with, any of ​).

Crediting Rate Alternative. “Crediting Rate Alternative” means a hypothetical investment option used for the purpose of measuring income, gains and losses to the Accounts of Participants (as if the Accounts had in fact been so invested). The Crediting Rate Alternatives shall be designated in writing by the Plan Administrator.

INTEREST; INTEREST RATE. Interest on the Principal outstanding from time to time shall commence accruing on the Issuance Date (as set forth above) and shall be payable in cash on the last business day of each calendar quarter until the Maturity Date, unless paid earlier in connection with the repayment of Note pursuant to Section 1 hereof or conversion of the Note pursuant to Section 3 hereof, with such first payment due on [September 30, 2023]. The Holder has the option to defer quarterly interest payments (simple interest). Deferred interest payments will be paid within thirty (30) days of written request by the Holder. Any deferred and unpaid interest will be paid at the maturity date of the Note. No additional interest will be accrued on the deferred interest payments (simple interest).

Interest Rate. The interest rate 6%.

Interest Rate. Interest on the Outstanding Principal Balance of the Loan shall accrue from the Closing Date at the Interest Rate until repaid in accordance with the applicable terms and conditions hereof.

Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall have been received by such Lender.

Stated Interest Rate. Except as provided in [Section 4] below, the principal balance outstanding hereunder from time to time shall bear interest at the Stated Interest Rate. Except to the extent affected by [Section 2.3(f)] of the Loan Agreement, the “Stated Interest Rate” shall be equal to the greater of: # Term SOFR Rate plus three and one half of one percent (3.50%), which interest rate shall change when and as the Term SOFR Rate changes; or # six percent (6.00%) per annum (the “Floor”).

Interest Rate Options. Subject to the provisions of this Section, at the election of the Borrower, # Revolving Credit Loans shall bear interest at # the Base Rate plus the Applicable Margin or # the LIBOR Rate plus the Applicable Margin (provided that the LIBOR Rate shall not be available until three (3) Business after the Closing Date unless the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying ​ in the manner set forth in [Section 5.9] of this Agreement) and # any Swingline Loan shall bear interest at the Base Rate plus the Applicable Margin. The Borrower shall select the rate of interest and Interest Period, if any, applicable to any Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 5.2.

Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by Applicable Law, # characterize any payment that is not principal as an expense, fee, or premium rather than interest, # exclude voluntary prepayments and the effects thereof, and # amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

Interest Rate; Payments. Interest shall accrue on the unpaid principal amount of this Note at the rate of nine percent (9%) per annum (“Regular Interest”) from the Effective Date until such unpaid principal amount is paid in full or earlier converted into shares (the “Shares”) of the Maker’s common stock, $0.0001 par value per share (the “Common Stock”), in accordance with the terms hereof. Interest accrued hereunder shall be paid either in cash or in Common Stock, as determined by the Payee in its sole discretion (provided that all accrued interest shall be paid in cash unless the Maker elects to receive any accrued interest in the form of Common Stock pursuant to a Conversion Notice delivered by the Maker pursuant to Section 2), in accordance with the following schedule: