Automatic. Upon the occurrence of an Event of Default specified in [Sections 11.1(e) or 11.1(f), (1)(A)])])] the principal of, and all accrued interest on, the Loans and the Notes at the time outstanding, and # all of the other Obligations, including the other amounts owed to the Lenders and the Administrative Agent under this Agreement, the Notes or any of the other Loan Documents shall become immediately and automatically due and payable without presentment, demand, protest, or other notice of any kind, all of which are expressly waived by the Borrower on behalf of itself and the other Loan Parties, and # the Commitments (if not previously terminated) shall all immediately and automatically terminate.

Demand Rights. For a period of two (2) years (the “Demand Period”) from and after the Initial Listing Date, an Automatic Conversion Holder shall have a one-time right to demand the Corporation file a registration statement on appropriate form (a “Demand Registration Statement”) covering the resale of all, but not less than all, of the demanding Automatic Conversion Holder’s Registrable Securities (the “Demand Right”). An Automatic Conversion Holder must exercise the Demand Right within the Demand Period, or the Demand Right shall terminate.

No Automatic Conversion Holder shall receive the Optional Demand Right if the Initial Listing Date has occurred prior to the Optional Trigger Date.

Automatic Conversion and Continuation. Floating Rate Loans shall continue as Floating Rate Loans unless and until such Floating Rate Loans are converted into Eurocurrency Rate Loans or RFR Loans. Eurocurrency Rate Loans and Term RFR Loans in Dollars shall continue as Eurocurrency Rate Loans or Term RFR Loans in Dollars until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Rate Loans or Term RFR Loans shall be automatically converted into Floating Rate Loans unless the applicable Borrower shall have given the Administrative Agent notice in accordance with [Section 2.9(D)] requesting that, at the end of such Interest Period, such Eurocurrency Rate Loans or Term RFR Loans continue as a Eurocurrency Rate Loan or Term RFR Loans. Daily Simple RFR Loans in Dollars shall continue as Daily Simple RFR Loans in Dollars until the applicable Payment Date therefor, at which time such Daily Simple RFR Loan shall be automatically converted into Floating Rate Loans unless the applicable Borrower shall have given the Administrative Agent notice in accordance with [Section 2.9(D)] requesting that, at the as of such Payment Date, such Daily Simple RFR Loan continue as a Daily Simple RFR Loan. Unless a Borrowing/Election Notice shall have timely been given in accordance with the terms of this Section 2.9, # Eurocurrency Rate Advances and Term RFR Advances in an Agreed Currency other than Dollars shall automatically continue as Eurocurrency Rate Advances or Term RFR Advances in the same Agreed Currency with an Interest Period of one (1) month and # Daily Simple RFR Advances in an Agreed Currency other than Dollars shall automatically continue as RFR Advances in the same Agreed Currency until the next Payment Date.

All outstanding Shares of Series B Preferred Stock shall automatically convert into Common Shares upon the Initial Listing (the “Automatic Conversion”). Upon such Automatic Conversion, a holder of Series B Preferred Stock shall be issued a number of Common Shares equal to the Conversion Amount.

Automatic Conversion and Continuation. If the applicable Borrower fails to deliver a timely Borrowing/Election Notice with respect to a Daily Simple RFR Loan prior to the Interest Payment Date therefor, then, unless such Daily Simple RFR Loan is repaid as provided herein, the applicable Borrower shall be deemed to have selected that such Daily Simple RFR Loan shall automatically be converted to a Floating Rate Loan denominated in Dollars (in an amount equal to the Dollar Amount of the applicable Alternative Currency, if applicable) as of such Payment Date. If the applicable Borrower fails to deliver a timely Borrowing/Election Notice with respect to a Eurocurrency Rate Loan or a Term RFR Loan prior to the end of the Interest Period therefor, then, unless such Eurocurrency Rate Loan or Term RFR Loan, as applicable, is repaid as provided herein, the applicable Borrower shall be deemed to have selected that such Eurocurrency Rate Loan or Term RFR Loan, as applicable, shall automatically be converted to a Floating Rate Loan denominated in Dollars (in an amount equal to the Dollar Amount of the applicable Alternative Currency, if applicable) at the end of such Interest Period. If the applicable Borrower requests a conversion to, or continuation of, a Eurocurrency Rate Loan or a Term RFR Loan, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

Demand Rights. For a period of two (2) years (the “Demand Period”) from and after the Initial Listing Date, an Automatic Conversion Holder shall have a one-time right to demand that the Corporation file a registration statement on appropriate form (a “Demand Registration Statement”) covering the resale of all, but not less than all, of the demanding Automatic Conversion Holder’s Registrable Securities (the “Demand Right”). An Automatic Conversion Holder must exercise the Demand Right within the Demand Period, or the Demand Right shall terminate.

Status of Conversion Shares; Listing. Each share of Common Shares delivered upon conversion of this Note will be a newly issued or treasury share and will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any Lien or adverse claim (except to the extent of any Lien or adverse claim created by the action or inaction of the Holder or the Person to whom such share will be delivered). If the Common Shares are then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Company will cause each share of Common Shares issued upon conversion of this Note, when delivered upon such conversion, to be admitted for listing on such exchange or quotation on such system.

Limitations on Conversion. Notwithstanding anything herein to the contrary, the Holder shall not attempt to convert any portion of this Note and the Company shall not issue to the Holder any Conversion Shares to the extent such shares, after giving effect to such issuance and when added to the number of shares of Conversion Shares issued and issuable to the other Holders pursuant to the other Notes and to the Persons that hold the May 2022 Notes, would result in the Holders and the Persons that hold the May 2022 Notes (and their respective affiliates) being issued Common Stock that in the aggregate would exceed # 19.99% of the number of shares of Common Stock outstanding (the “Maximum Aggregate Ownership Amount”), or # 19.99% of the total voting power of the Company’s securities outstanding that are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains shareholder approval permitting such issuance in accordance with applicable rules of the NASDAQ Capital Market (or any other applicable national securities exchange) (“Stockholder Approval”). In determining the number of outstanding shares of Common Stock for purposes of this Section 3.6, the Holder may rely on the number of outstanding shares of Common Stock as reflected in # the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the Securities and Exchange Commission, # a more recent public announcement by the Company, or # any other notice by the Company or the Company's transfer agent setting forth the number of shares of Common Stock outstanding. If on any attempted conversion of this Note the resulting issuance of Conversion Shares would result in the Holders and the Persons that hold the May 2022 Notes (and their respective affiliates) exceeding the Maximum Aggregate Ownership Amount or the Maximum Aggregate Voting Amount and the Company shall not have previously obtained Stockholder Approval at the time of conversion, then the Company shall only issue to the Holder such number of Shares as may be issued below the Maximum Aggregate Ownership Amount or Maximum Aggregate Voting Amount, as the case may be.

All outstanding Shares of Series A Preferred Stock shall automatically convert into Common Shares upon the Initial Listing. Upon conversion, a holder of Series A Preferred Stock shall be issued a number of Common Shares equal to the Conversion Amount.