Conversion Procedures. The form of Notice of Conversion included in the Certificate of Designations sets forth the totality of the procedures required of [[Organization A:Organization]] in order to convert the Series L Preferred Shares. No additional legal opinion, other information or instructions shall be required of [[Organization A:Organization]] to convert their Series L Preferred Shares. [[Organization B:Organization]] shall honor conversions of the Series L Preferred Shares and shall deliver the Securities in accordance with the terms, conditions and time periods set forth in the Exchange Documents.

CONVERSION RIGHTS. This Note shall be convertible at the option of the Holder into shares of Common Stock at any time on or prior to the Maturity Date or earlier repayment pursuant to Section 1.

Conversion Right. Subject to any limitation set forth in this Section 3(a), at any time or times on or after the Issuance Date up to and including the Maturity Date (or earlier repayment pursuant to Section 1), the Holder shall have the right to convert any portion of the outstanding Principal (such requested amount, the “Conversion Amount”) into validly issued, fully paid and non-assessable shares of Common Stock in accordance with Section 4, at the Conversion Price (as defined below). Following the Company’s delivery of a Change of Control Notice to the Holder, the Holder shall have the right to convert this Note pursuant to this Section 3(a) until the actual effective date of such Change of Control (any such conversion, a “Change of Control Conversion”), after which time the Holder’s right to convert this Note shall terminate. Such request shall be made in writing delivered to the Chief Financial Officer of the Company. Conversion shall be effective upon the date of such request if received or such later date as may be requested by the Holder, but in no event later than the Maturity Date (the “Conversion Date”). The Company shall not issue any fraction of a share of Common Stock upon any such conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction down to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion, provided, however, that in no event shall the Company be required to pay any such taxes that may be payable in respect of the issuance and delivery of Common Stock in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such Common Stock unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such taxes or shall have established to the satisfaction of the Company that such taxes have been paid or are not payable.

Conversion Formula. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Section 3(a) (the “Conversion Shares”) shall be determined by dividing such Conversion Amount by the Conversion Price. For purposes hereof, “Conversion Price” means ​, which was the market closing price of the Common Stock on Friday, May 26, 2023 on the Nasdaq Capital Market.

Conversion Ratio. Each share of Series D Preferred Stock shall be convertible, at the option of the Holder thereof, at any time and from time to time, and without the payment of additional consideration by the Holder thereof, into such number of fully paid and non-assessable shares of Common Stock equal to the ratio determined by dividing # the Stated Value of such share of Series D Preferred Stock by # the Series D Conversion Price (as defined below) in effect at the time of conversion (the “Conversion Ratio”). The “Series D Conversion Price” shall initially be One Dollar and Eighty Cents ($1.80). The Series D Conversion Price shall be subject to adjustment as provided in [Sections 5.4 through 5.7] below, and for the avoidance of doubt, any adjustment to the Series D Conversion Price as provided in [Section 5.4 through 5.7] below shall result in a concordant adjustment to the number of shares of Common Stock into which each share of Series D Preferred Stock may be converted pursuant to the formula set forth in the first sentence of this Section 5.1.1 for determining the Conversion Ratio.

Conversion Limitations. The Corporation shall not effect any conversion of any shares of Series D Preferred Stock, and a Holder shall not have the right to effect any such conversion of any of his, her or its shares of Series D Preferred Stock, pursuant to Section 5 or otherwise, to the extent that after giving effect to such conversion, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons “Attribution Parties”)), would beneficially own voting stock in excess of the Beneficial Ownership Limitation (as defined below). For purposes of this Section 5.3.7, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon any conversion with respect to which a Notice of Conversion has been given, but shall exclude the number of shares of Common Stock which would be issuable upon # conversion of the remaining, unconverted shares of Series D Preferred Stock beneficially owned by the Holder or any of its Affiliates or Attribution Parties and # exercise or conversion of the unexercised or nonconverted portion of any other derivative securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 5.3.7 applies, the determination of the number of shares of Series D Preferred Stock that are convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination as to the number of shares of Series D Preferred Stock that are convertible, in each case subject to the Beneficial Ownership Limitation, and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The “Beneficial Ownership Limitation” shall be 9.99% of the Cumulative Voting Power outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon the conversion specified in the Notice of Conversion. For purposes of this Section 5.3.7, the “Cumulative Voting Power” shall be the sum of the votes that may be cast at a meeting of the Corporation’s shareholders by the record holders of securities issued by the Corporation which by their terms provide the holder of such securities the right to cast votes on any proposal presented for vote of the shareholders. For purposes of this Section 5.3.7, in determining the Cumulative Voting Power, a Holder may rely on the information pertaining to the Cumulative Voting Power reflected in # the Corporation’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, # a more recent public announcement by the Corporation or # a more recent written notice by the Corporation or its transfer agent setting forth the number of shares of Common Stock and/or the number of shares of other classes of stock with voting rights outstanding. Upon the written request of a Holder (which, for clarity, includes electronic mail), the Corporation shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock and number of shares of other classes of voting stock then outstanding. In any case, the Cumulative Voting Power shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Series D Preferred Stock, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock or such number of outstanding shares of other classes of voting stock, as applicable, was reported. The Holder, upon not less than 61 days’ prior notice to the Corporation, may increase the percentage of Cumulative Voting Power that defines the Beneficial Ownership Limitation to 19.99%.

Conversion Price. The “Series E Conversion Price” shall initially be Two Dollars ($2.00). On the Measurement Date, the Series E Conversion Price shall be automatically adjusted to equal the average of the VWAPs for the five Trading Days immediately preceding the Measurement Date. The Series E Conversion Price shall be also subject to adjustment as provided in [Sections 5.4 through 5.7] below, and for the avoidance of doubt, any adjustment to the Series E Conversion Price as provided in this Section 5.1.2 or in [Section 5.4 through 5.7] below shall result in a concordant adjustment to the number of shares of Common Stock into which each share of Series E Preferred Stock may be converted pursuant to the formula set forth in Section 5.1.1 for determining the Conversion Ratio.

Notice. The Domestic Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, the Domestic Swing Line Sublimit, the Canadian Swing Line Sublimit, the Canadian Borrower Sublimit or the Aggregate Revolving Commitments under this Section 2.06. Upon any reduction of the Aggregate Revolving Commitments, the Revolving Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees in respect of the Aggregate Revolving Commitments accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Notice. Each written notice from the Borrower pursuant to [Section 2.15(a)] shall specify # whether it proposes an Incremental Revolving Increase, an Incremental Term Loan Facility or an Incremental Term Loan Increase, # if it proposes an Incremental Term Loan Facility, the proposed terms thereof and # if then known, the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such Incremental Facility (subject in each case to any requisite consents required under [Section 11.06]); provided, however, that # no existing Lender shall be required to participate in any such Incremental Facility and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such Incremental Facility and # any Eligible Assignee providing any portion of such Incremental Facility that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an Incremental Facility is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable [[Loan Parties:Organization]]). Each Lender approached to provide all or a portion of an Incremental Facility shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Notice. All notices, instructions and other communications given hereunder or in connection herewith shall be in writing. Any such notice, instruction or communication shall be sent either # by registered or certified mail, return receipt requested, postage prepaid, or # prepaid via a reputable nationwide overnight courier service, in each case addressed to the Company, Attention: CEO, at One Technology Park Drive, Westford, Massachusetts 01886 and to the Executive at the Executive’s principal residence as currently reflected on the Company’s records (or to such other address as either the Company or the Executive may have furnished to the other in writing in accordance herewith). Any such notice, instruction or communication shall be deemed to have been delivered five business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent via a reputable nationwide overnight courier service. Either party may give any notice, instruction or other communication hereunder using any other means, but no such notice, instruction or other communication shall be deemed to have been duly delivered unless and until it actually is received by the party for whom it is intended.