if the Additional Obligor is incorporated in or has its "centre of main interest" or "establishment" (as referred to in Clause 20.28 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Agent in the jurisdiction of its incorporation, "centre of main interest" or "establishment" (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the "Applicable Jurisdiction") as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Letter.

"Repeating Representations" means each of the representations set out in Clause 20.2 (Status) to Clause 20.7 (Governing law and enforcement) (inclusive), Clause 20.11 (No default), paragraphs (f) and (g) of Clause 20.13 (Original Financial Statements), Clause 20.19 (Ranking) to Clause 20.21 (Legal and beneficial ownership) (inclusive), Clause 20.28 (Centre of main interests and establishments) and Clause 20.30 (Sanctions and Anti Corruption Law) and Clause 20.31 (PSC Register).

Dutch Terms. In relation to any entity that is incorporated, or where applicable, has its centre of main interest in the Netherlands, a reference to:

"COMI" means, in relation to a person, its centre of main interest (as that term is used in [Article 3(1)] of the Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast) (the "Regulation") or any establishment (as that term is used in [Article 2(10)] of the Regulation) of that person.

For the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the "Regulation"), its centre of main interest (as that term is used in [Article 3(1)] of the Regulation) is situated in its jurisdiction of incorporation and it has no "establishment" (as that term is used in [Article 2(h)] of the Regulations) in any other jurisdiction.

SECTION # Corporate Existence and Power. ​ and [[Foreign Subsidiary Borrower:Organization]] are duly organized, validly existing and in good standing under the laws of their respective jurisdiction of formation, and have all requisite powers and all material governmental licenses, authorizations, consents and approvals required to carry on their businesses, considered as a whole, substantially as now conducted. The “centre of main interests” (as that term is used in the Council Regulation (EC) n°2015/848 of 20 May 2015 on insolvency proceedings) of [[Foreign Subsidiary Borrower:Organization]] is in Luxembourg, and [[Foreign Subsidiary Borrower:Organization]] has no “establishment” (as that term is used in the Council Regulation (EC) n°2015/848 of 20 May 2015 on insolvency proceedings) outside Luxembourg.

SECTION #Subordinated Main Street Loan Agreement. Borrower shall not amend, restate, supplement or otherwise modify (including without limitation pursuant to a waiver) any provision of # Sections 1 (Loan), 2 (Interest), 3(a)-(c) (Repayment) or 22 (Subordination) of the Subordinated Main Street Loan Agreement, or the definition of “Maturity Date” therein, or # any other terms and/or conditions of the Subordinated Main Street Loan Agreement, in each case (with respect to this clause (ii)), in a manner materially adverse to the interests of the Lenders. Subordinated Main Street Lender and Borrower shall comply in all respects with Sections 3(a)-(c) (Repayment) and 22 (Subordination) of the Subordinated Main Street Loan Agreement.

The Assignee agrees to issue to Richard F. Parker & Charlotte B. Parker Revocable Living Trust u/t/d 01/16/2020, by Charlotte Parker as Trustee, a 25% equity interest in the Assignee based on that certain equity option provision for Membership Interests granted pursuant to the Chief Research Officer ("CRO") Agreement with Richard Parker of even date herewith between the Assignee and Richard Parker. Richard Parker shall irrevocably hold the voting proxy for such Membership Interests. If Richard Parker shall be no longer be the CRO for any reason, then these Membership Interests shall become nonvoting.

The Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) and, when financing statements in appropriate form are filed in the applicable filing offices under the applicable UCC, the Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such portion of such Collateral in which a security interest may be perfected by the filing of a financing statement under the applicable UCC, in each case prior in right to any other Lien, other than, subject to the Intercreditor Agreement, Permitted Liens.

Fractional Interests. The Borrower shall not be required to issue any fractional shares of Common Stock on the conversion of this Note. If any fraction of a share of Common Stock except for the provisions of this Section would be issuable upon conversion of this Note, the Borrower shall purchase such fraction for an amount in cash equal to the current market price of such fraction on the last Business Day prior to conversion.