#[[Organization A:Organization]] shall fail for any reason to deliver Conversion Shares to a Holder prior to the fifth Trading Day after a Conversion Date pursuant to [Section 4(b)], or [[Organization A:Organization]] shall provide at any time notice to the Holder, including by way of public announcement, of [[Organization A:Organization]]’s intention to not honor requests for conversions of any Notes in accordance with the terms hereof;

Notwithstanding anything herein to the contrary, upon the expiration of any Interest Period applicable to a LIBOR Rate Loans, such LIBOR Rate Loans shall be converted on the expiration date of the Interest Period applicable thereto to Daily Simple SOFR Loans. After the initial conversions set forth in this [Section 2.7(d)], such Loans shall thereafter be subject to the other provisions of this Section 2.7.

“Revolving Borrowing” means the incurrence of Revolving Loans consisting of one Type of Revolving Loan by the Borrower from all of the Revolving Lenders having Revolving Commitments in respect thereof on a pro rata basis on a given date (or resulting from Conversions or Continuations on a given date) in the same currency, having in the case of any Fixed Rate Loans the same Interest Period.

“Term Loan Borrowing” means the incurrence of Term Loans consisting of one Type by the Borrower from all of the Term Loan Lenders having Term Loan Commitments in respect thereof on a pro rata basis on a given date (or resulting from Conversions or Continuations on a given date) in the same currency, having in the case of any Eurodollar Loan the same Interest Period.

The Company shall reserve 650,000,000 shares of Common Stock for conversions under this Note (the “Share Reserve”). The investor shall have the right to periodically request that the number of Reserved Shares be increased so that the number of Reserved Shares at least equals 400% of the number of shares of Company common stock issuable upon conversion of the Note. The Company shall pay all costs associated with issuing and delivering the shares. If such amounts are to be paid by the Holder, it may deduct such amounts from the Conversion Price. The Company will instruct its transfer agent to provide the outstanding share information to the Holder in connection with its conversions. At all times, the reserve shall be maintained with the Transfer Agent at four times the amount of shares required if the Note would be fully converted. If the Company defaults on these terms, the conversion discount will increase to 55%.

Permitted Conversions of ​-District Debt. Notwithstanding any provision of this Agreement to the contrary, each of the ​-District Creditors may convert the ​-District Debt in whole or in part into shares of ​’s common stock (and ​ shall be permitted to issue shares of its common stock to the ​-District Creditors upon any such conversion) in accordance with the provisions of the A&R ​-District Notes as in effect on the Effective Date without any violation of this Agreement (collectively, “Permitted ​-District Conversions”, and each, individually, a “Permitted ​-District Conversion”); provided for the avoidance of doubt, any such Permitted ​-District Conversion # shall be effected at the sole and absolute discretion of the ​-District Creditors (in accordance with the terms of the A&R ​-District Notes as in effect on the Effective Date) and # shall not constitute a ​-District Prohibited Payment (as defined below).

the Borrower may # repurchase fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or options, # “net exercise” or “net share settle” warrants or options or # so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests;

After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans of the same Type, there shall not be more than ten Interest Periods in effect (or such greater number of Interest Periods as may be acceptable to the Administrative Agent in its sole discretion).

Subordinated Debt. (a) Make or permit any payment on any Subordinated Debt (other than conversions into equity), except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or # amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof, provide for earlier or greater principal, interest, or other payments thereon, or adversely affect the subordination thereof to Obligations owed to Bank.

Measuring Period, at its election, to convert (each instance of conversion is referred to herein as a “Lender Conversion”) all or any part of the Outstanding Balance into shares (“Lender Conversion Shares”) of fully paid and non-assessable common stock, $0.00001 par value per share (“Common Stock”), of Borrower as per the following conversion formula: the number of Lender Conversion Shares equals the amount being converted (the “Conversion Amount”) divided by the Lender Conversion Price (as defined below). Conversion notices in the form attached hereto as Exhibit A (each, a “Lender Conversion Notice”) may be effectively delivered to Borrower by any method of Lender’s choice (including but not limited to facsimile, email, mail, overnight courier, or personal delivery), and all Lender Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver the Lender Conversion Shares from any Lender Conversion to Lender in accordance with Section 9 below.