Conversion of Principal and Interest. Subject to the terms and conditions hereof, the Payee, at its sole option, may deliver to the Maker a notice in the form attached hereto as [Exhibit A] (a “Conversion Notice”) and an updated Loan Schedule, at any time and from time to time after the date hereof and prior to the payment of the principal amount and all accrued Regular Interest thereon (the date of the delivery of a Conversion Notice, a “Conversion Date”), to convert all or any portion of the outstanding principal amount of this Note plus accrued and unpaid Regular Interest thereon, for a number of Shares equal to the quotient obtained by dividing the dollar amount of such outstanding principal amount of this Note plus the accrued and unpaid interest thereon being converted by the Conversion Price (as defined in [Section 20] hereof). Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note plus all accrued and unpaid Regular Interest thereunder in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Notice and the Loan Schedule.

Interest or Principal. Failure by the Borrowers to pay # when due and payable, all or any portion of the principal of Obligations (other than with respect to Bank Product Obligations) owing to Agent or any Lender under this Agreement and the other Loan Documents or # within three (3) Business Days after the same shall become due and payable, all or any portion of any other Obligations;

All or any portion of the outstanding principal amount of this Note shall be convertible into shares of Common Stock at a price of ​ per share (the “Conversion Price”), at the option of the Investor, at any time and from time to time. For the avoidance of doubt, any remaining unconverted principal amount remains payable in cash. The Investor may effect conversions under this [Section 9], by delivering to the ​ a written notice in the form attached hereto as [Exhibit A] (each, a “Conversion Notice”) together with a schedule in the form attached hereto as [Schedule 1] (each, a “Conversion Schedule”). With respect to each conversion hereunder, the date the applicable Conversion Notice together with the applicable Conversion Schedule is delivered to the ​ in accordance with this [Section 9(a)] is referred to herein as a “Conversion Date.”

Principal and Interest Payments. Borrower shall make thirty (30) consecutive equal monthly installments of principal and accrued but unpaid interest with respect to the Growth Capital Term Loan Advances, commencing ​ (the “Conversion Date”) and continuing on the first (1st) day of each month thereafter (each, a “Growth Capital Term Loan Payment”), which would fully amortize the outstanding Growth Capital Term Loan Advances, as of the Conversion Date, over the Repayment Period. All unpaid principal and accrued and unpaid interest is due and payable in full on the Growth Capital Term Loan Maturity Date.

Principal. The entire unpaid principal balance of this Note shall be payable on the earlier of: # ​, and # the date on which Maker consummates an initial public offering of its securities (such earlier date, the “Maturity Date”). The principal balance may be prepaid at any time by Maker, at its election and without penalty. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at the Maturity Date, upon acceleration or otherwise.

Automatic Debits of Principal, Interest, Fees With respect to any principal, any interest, the Facility Fee, any arrangement fee, any letter of credit fee or any other fee, or any other cost or expense (including Attorney Costs) due and payable to the Administrative Agent, ​, the Swing Line Lender, the L/C Issuer or any Arranger under the Loan Documents, the Borrowers hereby irrevocably authorize ​ to debit any deposit account of any Borrower with ​ in an amount such that the aggregate amount debited from all such deposit accounts does not exceed such principal, interest, fee or other cost or expense. If there are insufficient funds in such deposit accounts to cover the amount of the fee or other cost or expense then due, such debits will be reversed (in whole or in part, in ​’s sole discretion) and such amount not debited shall be deemed to be unpaid. No such debit under this Section shall be deemed a set-off.

Except as otherwise provided herein, the aggregate consideration paid to holders with respect to their Allowed Claims shall be treated pursuant to the Plan as allocated first to the principal amount of such Allowed Claims (to the extent thereof) and, thereafter, to the interest, if any, on such Allowed Claim accrued through the Effective Date.

Interest on this Note shall accrue from the date hereof and shall be payable, in arrears, on the Maturity Date, unless prepaid pursuant to [Section 3(b)] below or earlier converted pursuant to [Section 4] below.

The number of shares issuable upon any conversion of principal hereunder (the “Underlying Shares”) shall equal the outstanding principal amount of this Note to be converted divided by the Conversion Price. All accrued and unpaid interest on the principal amount converted shall be due and payable on the applicable Conversion Date in cash or, at the option of the Investor, by issuance of Interest Shares in the manner set out in [Section 3] (where the Conversion Date is the relevant Interest Payment Date).