Purchased Shares. The Cayman Transfer Agent shall hold in escrow the Updated Register of Members reflecting the sale of the Purchased Shares pursuant to [Section 2.4(b)] of the Agreement.

Initial Shares. As used herein, “Initial Shares” means 38,052 shares of the Class, subject to adjustment from time to time in accordance with the provisions of this Warrant.

Additional Shares. Upon the making, if any, of the first Term Loan Advance (as defined in the Loan Agreement) to the Company in any amount, this Warrant automatically shall become exercisable for an additional 38,052 shares of the Class, as such number may be adjusted from time to time in accordance with the provisions of this Warrant (the “Additional Shares”), including, without limitation, adjustments in respect of events occurring prior to the date, if any, on which this Warrant becomes exercisable for such shares as if they constituted “Shares” hereunder for such purpose at all times from the Issue Date.

Interest Shares. If so elected by the Investor for any Interest Payment Date, the number of Interest Shares to be issued to the Investor on such Interest Payment Date shall be calculated as follows:

Fractional Shares. The [[Organization A:Organization]] shall not be required to issue or cause to be issued fractional Underlying Shares on conversion of this Note. If any fraction of an Underlying Share would, except for the provisions of this Section, be issuable upon conversion of this Note or payment of interest hereon, the number of Underlying Shares to be issued will be rounded up to the nearest whole share.

Investor Shares. During the Voting Period (as defined below), the Investors agree to vote all shares of voting capital stock of the Company registered in the Investors’ names or beneficially owned by the Investors (as determined by Rule 13d-3 of the Exchange Act), including any and all voting securities of the Company legally or beneficially acquired by the Investors after the date hereof (hereinafter collectively referred to as the “Investor Shares”), in accordance with the provisions of this Section 2. For purposes of this Agreement, the “Voting Period” shall mean the period of time beginning on the date of this Agreement and ending on the earliest to occur of # following the New Director’s appointment to the Board, the date that the Company notifies the Investors in writing (the “Required Notice”) that it does not intend to re-nominate the New Director as a director of the Company at any annual meeting at which the New Director would be up for re-election based on his term of appointment (such notice to be provided not later than the date that is 10 calendar days prior to the deadline established pursuant to the Company’s Amended and Restated Bylaws for the submission of stockholder nominations for the applicable annual meeting where such nomination is not to be included in the Company’s proxy statement for such annual meeting), # the date that is fifteen (15) business days prior to the deadline for the submission of stockholder nominations for the Company’s 2021 Annual Stockholder Meeting (but only in the event that the New Director has tendered his resignation on or before such date), or # the date of the Company’s 2021 Annual Stockholder Meeting.

Performance Shares. The number of shares subject to a Participant’s Performance-Based Award shall be determined by multiplying the number of shares subject to that Award by a fraction, the numerator of which shall be the number of full calendar months that the Participant was employed by the Company or a Subsidiary, beginning on the Award Date and ending on the date of the Participant’s Termination of Service, and the denominator of which shall be the number of full calendar months during the Performance Period. The Participant’s actual number of shares subject to the Award shall vest, in full, at the end of the Performance Period.

Uncertificated Shares. To the extent that this Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.

No fractional shares of Common Stock, nor the cash value of any fractional shares of Common Stock will be issuable or payable to you pursuant to this Agreement. On the Date of Vesting, the aggregate number of RSUs shall be rounded down to the nearest whole share.

Shares Closing. If a Shares Sale Notice is timely delivered by any Investor to the Company, the closing of the sale of the Shares contemplated in each such timely delivered Share Sales Notice (the “Shares Closing”) shall occur on the Put Date (the “Shares Closing Date”). On the Shares Closing Date, each selling Investor shall deliver, or make available for delivery by way of DWAC, the Shares subject to the applicable Shares Sale Notice free and clear of all liens and encumbrances to the Escrow Agent (as defined below) and, in exchange therefor, the Escrow Agent shall deliver to each such selling Investor(s) an amount equal to # the Shares Purchase Price multiplied by # the number of Shares being sold by such selling Investor (with respect to any particular selling Investor, the “Investor Shares Purchase Price”), which shall be paid by wire transfer of immediately available funds from the Escrow Account. The Escrow Agent shall promptly deliver such sold Shares to the Company.