Registration Statement Requirements. The Company shall file, on a best efforts basis, within six months of closing, with the Commission a Form S-1 registration statement (the “Registration Statement”) (or such other form that it is eligible to use) in order to register all or such portion of the Registrable Shares as permitted by the Commission (provided that the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Shares) pursuant to Rule 415 for resale and distribution under the 1933 Act as soon as practicable after the Closing Date, and use its reasonable efforts to cause the Registration Statement to be declared effective.

Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding.

STATEMENT OF WORK. BTMB shall perform the following services (“Services”):

Exhibits

#Form of Monthly Accounting Report

#Custody Agreement

Statement of Accounts. The Bank shall provide to the Participant, within one hundred twenty (120) days after the end of each Plan Year, a statement setting forth the Deferral Account balance as of the end of such Plan Year.

​ shall maintain, in accordance with its customary procedures, a loan account ("​' Account") in the name of ​ in which shall be recorded the date and amount of each Advance made by ​ and the date and amount of each payment in respect thereof; provided, however, the failure by ​ to record the date and amount of any Advance shall not adversely affect ​ or any ​. Each month, ​ shall send to Borrowing ​ a statement showing the accounting for the Advances made, payments made or credited in respect thereof, and other transactions between ​ and ​ during such month. The monthly statements shall be deemed correct and binding upon ​ in the absence of manifest error and shall constitute an account stated between Lenders and ​ unless ​ receives a written statement of ​' specific exceptions thereto within thirty (30) days after such statement is received by Borrowing ​. The records of ​ with respect to the loan account shall be conclusive evidence absent manifest error of the amounts of Advances and other charges thereto and of payments applicable thereto.

Closing Fees. (i) The Borrower agrees to pay to the Administrative Agent for the account of each Term Lender on the Closing Date in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, an upfront fee (which may take the form of OID) in an amount equal to 0.50% of the stated principal amount of such Term Lender’s Initial Term Loans, payable to such Term Lender from the proceeds of its Initial Term Loans as and when funded on the Closing Date. Such fee will be in all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter.

The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

The Closing. The closing of the sale and purchase of the Subordinated Notes (the “Closing”) shall occur at the offices of the Company at ​ (local time) on the Closing Date, or at such other place or time or on such other date as the parties hereto may agree, including remotely via the electronic or other exchange of documents and signature pages.

The Closing. Subject to the terms and conditions of this Agreement, the closing of the Merger and the other Transactions (the “Closing”) will take place remotely via the exchange of electronic signature pages on the second Business Day following the satisfaction or waiver of each of the conditions set forth in [Article VI] hereof (other than those conditions which can be satisfied only at the Closing, but subject to the satisfaction or waiver of such conditions at Closing), or at such other time and place as may be agreed to by BRPA and the Company (such date, the “Closing Date”). Subject to the provisions of [Article VII] of this Agreement, the failure to consummate the Closing on the date and time determined pursuant to this [Section 1.5] will not result in the termination of this Agreement and will not relieve any Party of any obligation under this Agreement. Subject to the satisfaction or waiver of all of the conditions set forth in [Article VI] of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, on the Closing Date, the Company and Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in [Sections 251 and 1033]3]] of the DGCL.