Conversion Ratio. Each share of Series C 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 C Preferred Stock by # the Series C Conversion Price (as defined below) in effect at the time of conversion (the “Conversion Ratio”). The “Series C Conversion Price” shall initially be Three Dollars and Five Cents ($3.05). The Series C Conversion Price shall be subject to adjustment as provided in [Sections 5.4 through 5.8] below, and for the avoidance of doubt, any adjustment to the Series C Conversion Price as provided in [Section 5.4 through 5.8] below shall result in a concordant adjustment to the number of shares of Common Stock into which each share of Series C 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 C 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 C 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 C 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 C 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 C 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 C 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 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 $0.9515, which was the market closing price of the Common Stock on August 21, 2024 on the Nasdaq Capital Market.

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. Any notices, consents, waivers or other communications required or permitted to be given under

Notice. Each Borrowing shall be made pursuant to a Notice of Borrowing and given by the Borrower to the Administrative Agent # not later than 11:00 a.m. (New York time) on the third Business Day before the date of the proposed Borrowing (which shall be a Business Day), in the case of Eurodollar Loans, and # not later than 11:00 a.m. (New York time) on the date of the proposed Borrowing (which shall be a Business Day) in the case of Base Rate Loans; provided that any Notice of Borrowing of Original Tranche B Loans may be given at any time not later than 11:00 a.m. (New York time) on the Closing Date. The Administrative Agent shall give each Applicable Lender prompt notice on the day of receipt of timely Notice of Borrowing of such proposed Borrowing by facsimile. Each Notice of Borrowing shall be by facsimile or telephone confirmed promptly in writing or by electronic communication (e-mail) receipt of which is confirmed by the Administrative Agent by facsimile or telephone, in any event, specifying the # requested date of such Borrowing (which shall be a Business Day), # requested Type and Class of Loans comprising such Borrowing, # aggregate principal amount of such Borrowing, and # if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period for such Loans. In the case of a proposed Borrowing comprised of Eurodollar Loans, the Administrative Agent shall promptly notify each Applicable Lender of the applicable interest rate under Section 2.07, as applicable. Each Applicable Lender shall, before 2:00 p.m. (New York time) on the date of the proposed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 10.02 or such other location as the Administrative Agent may specify by notice to the Applicable [[Organization B:Organization]], in immediately available funds, such Lender’s Applicable Percentage of such Borrowing. Upon satisfaction of the applicable conditions set forth in Section 3.02 (and, if such Borrowing is the initial Borrowing, Section 3.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. Notwithstanding anything to the contrary in this Section, each Tranche B Lender shall be deemed to have satisfied its obligation hereunder to make its Applicable Percentage of the Tranche B Borrowings requested to be made hereunder upon receipt by the Existing Administrative Agent, pursuant to the Escrow Agreement and on behalf of the Borrower, of immediately available funds in an amount equal to such Tranche B Lender’s Applicable Percentage of the Tranche B Borrowings. Notwithstanding anything to the contrary, nothing in this Section 2.02(b) shall apply to # the Additional Tranche B Term Loans, # the Initial First-Out Loan or # any Additional First-Out Loan.

Notice. All payments made pursuant to Section 2.06(c) shall be preceded by prior written notice to the Administrative Agent, which notice shall specify, in the case of any prepayment pursuant to Section 2.06(c), shall specify the paragraph of Section 2.06(c) pursuant to which such prepayment is being made.

Notice. All notices that are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when transmitted if transmitted by telecopy or similar electronic transmission method; one working day after it is sent, if sent by recognized expedited delivery service; and five days after it is sent, if mailed, first-class mail, certified mail, return receipt requested, with postage prepaid. In each case notice shall be sent to: