Conversion Delays. If Borrower fails to deliver Conversion Shares in accordance with the timeframe stated in this [Section 2.9], the Converting Lender may at any time prior to receiving the applicable Conversion Shares rescind in whole or in part such Conversion, with a corresponding increase to the outstanding Loan balance, and the interest related to the purported Converted Loan shall accrue retroactively from the Conversion Date as if no Conversion Notice was ever delivered. In the event the Converting Lender does not rescind such Conversion, for each Conversion in which Conversion Shares are not delivered on or prior to the applicable Share Delivery Date, a late fee equal to 1% of the applicable Conversion Share Value rounded to the nearest multiple of $100.00 per day (but in any event the cumulative amount of such late fees for each Conversion shall not exceed 100% of the applicable Conversion Share Value) will be assessed for each day after such Share Delivery Date until Conversion Share delivery is made in accordance with this [Section 2.9]; and such late fee will be added to the outstanding Loan balance (such fees, the “Conversion Delay Late Fees”). In addition to payment of the Conversion Delay Late Fees, and irrespective of whether Converting Lender does or does not rescind any such Conversion, Borrower shall also promptly reimburse Agent and the Converting Lender for all fees, costs and expenses incurred in connection with any failure by Borrower to deliver Conversion Shares on or prior to the applicable Share Delivery Date in accordance with this [Section 2.9]. “Conversion Share Value” shall mean the product of the number of Conversion Shares deliverable pursuant to any Conversion multiplied by the greater of # the Closing Trade Price of Borrower Common Stock on the Share Delivery Date for such Conversion and # the applicable Conversion Price. “Closing Trade Price” shall mean the last closing trade price for Borrower Common Stock on its principal market, as reported by Bloomberg L.P. (“Bloomberg”), or, if its principal market begins to operate on an extended hours basis and does not designate the closing trade price then the last bid price or last trade price, respectively, of Borrower Common Stock prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if its

Conversion Price. Subject to [Section 8(c)], the “Conversion Price” shall be equal to twenty per cent (20%) of the Average Closing Price as reported by the principal trading exchange on which the [[Loan Agreement:Organization]]’s Common Stock is traded for the twenty (20) trading days preceding the date of the Note.

Conversion Procedure. Before Holder shall be entitled to convert the Conversion Amount then outstanding under this Note into shares of Common Stock, Holder shall surrender this Note at the office of this [[Loan Agreement:Organization]], and shall give written notice (a form of which is attached to this Note, the “Conversion Notice”) to [[Loan Agreement:Organization]] at its principal corporate office, of the election to convert the same and shall state therein the total Conversion Amount. [[Loan Agreement:Organization]] shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless # Holder executes and delivers to [[Loan Agreement:Organization]] the Conversion Notice for the converted shares and # this Note is delivered to [[Loan Agreement:Organization]]. [[Loan Agreement:Organization]] shall, as soon as practicable after such delivery, issue and deliver certificates (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to [[Loan Agreement:Organization]] and required by this Note and the Loan Agreement), representing the number of fully paid and non-assessable shares of the Common Stock into which the Conversion Amount will be converted in accordance with the provisions herein, and a new promissory note having like tenor as this Note for the principal amount and interest then outstanding under this Note that are not being so converted. Any conversion pursuant to this Section 8 shall be deemed to have been made immediately prior to the close of business on the date of [[Loan Agreement:Organization]]’s receipt of the Conversion Notice, so that the rights of Holder under this Note to the extent of the Conversion Amount shall cease at such time and Holder shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time.

Conversion Election. Lenders may jointly elect at any time and from time to time after the Second Amendment Effective Date prior to the payment in full of the Loans to convert any portion of the principal amount of the Loans then outstanding (the “Conversion Amount”) into shares of Common Stock (“Conversion Shares”) at the Conversion Price pursuant to a Conversion Election Notice, to be delivered at the direction of Lenders by the Administrative Agent to Borrower Representative; provided that the aggregate principal amount converted into Common Stock in accordance with this Section 2.2(e) shall not exceed $3,000,000. A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Borrower Representative. On the third trading day after a Conversion Election Notice has been duly delivered in accordance with the foregoing, Borrower Representative shall deliver to each Designated Holder a number of Conversion Shares equal to # the Conversion Amount indicated in the applicable Conversion Election Notice divided by # Conversion Price.

If the Initial Listing has not occurred as of March ​, 2020 (the “Optional Trigger Date”), then, holders of Shares of Series A Preferred Stock, at their option, may, at any time and from time to time after such date, convert all, but not less than all, of their outstanding Shares of Series A Preferred Stock into the Conversion Amount of Common Shares.

NOTICE. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given # on the date of delivery if delivered by hand, # on the date of transmission, if delivered by confirmed facsimile, # on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or # on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive: at the address (or to the facsimile number) shown on the records of the Company.

Notice. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. Mailed notices to Executive shall be addressed to Executive at the home address which Executive most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Chief Executive Officer.

Notice. Any notice or other communication required or permitted hereunder shall be given in writing and shall be deemed given, effective, and received upon prepaid delivery in person or by courier or upon the earlier of delivery or the third business day after deposit in the United States mail if sent by certified mail, with postage and fees prepaid, addressed to the other Party at its address as shown beneath its signature in this Agreement, or to such other address as such Party may designate in writing from time to time by notice to the other Party.

Notice. Lender will promptly notify Borrower Agent of the implementation of any Benchmark Replacement and the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by Lender pursuant to this Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section.

Notice. The Administrative Agent (and in the case of subclause # below, the applicable LC Issuer[[SunTrustTruist Bank:Organization]] shall have received, as applicable, # a Notice of Borrowing meeting the requirements of Section 2.06(b[[SunTrustTruist Bank:Organization]] with respect to any Borrowing (other than a Continuation or Conversion[[SunTrustTruist Bank:Organization]] and # an LC Request meeting the requirements of Section 2.05(b[[SunTrustTruist Bank:Organization]] with respect to each LC Issuance.