Calculations. Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in [Section 8.10] (including for purposes of determining the Applicable Rate) shall be made on a Pro Forma Basis.

Calculations. All calculations under this [Section 5] shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this [Section 5], the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the ​) issued and outstanding.

Calculations. Concurrently with the delivery of the Compliance Certificate referred to in [Section 6.02(b)] required to be delivered with the financial statements referred to in [Section 6.01(a)], a certificate (which may be included in such Compliance Certificate) including # the amount of all Restricted Payments, Investments (including Permitted Acquisitions) and Dispositions.

Interest Calculations. Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any principal amount converted, provided that ​ actually delivers the Conversion Shares within the time period required by [Section 4(b)(ii)] herein. Interest hereunder will be paid to the Person in whose name this Note is registered on the records of ​ regarding registration and transfers of this Note (the “Note Register”).

The financial statements to be furnished to Lender pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Borrower to Lender); provided that, # except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with any Section of this Agreement shall utilize generally accepted accounting principles and policies in conformity with those used to prepare the audited historical financial statements of Borrower referred to in [Section 7.05(a) and (ii)])] to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis.

Records. Provider will maintain complete and accurate records of all matters relating to Services that enable Provider to demonstrate compliance with its obligations under this Agreement and any SOW, including, without limitation, Provider’s compliance with applicable laws and regulations. Financial records such as, but not limited to, time sheets, billing records, invoices, payment applications, payments of consultants and receipts relating to reimbursable expenses shall be maintained in accordance with generally accepted accounting principles. As used in this provision, records include books, documents, accounting procedures and practices, and other data regardless of type or form. Provider shall maintain such records for a period of six (6) years after the expiration or termination of # this Agreement or # the last SOW in effect, whichever occurs later.

Records. WuXi ATU will keep complete and accurate records of the Services, including reports, notes, raw data, and records of all information and results obtained from performance of Services (collectively, the “Records”). All such Records will be the property of Graphite. WuXi ATU will not transfer, deliver or otherwise provide any such Records to any party other than Graphite, without the prior written approval of Graphite. During the retention period described below, Records will be available at agreed-upon dates and times for inspection and examination by or on behalf of Graphite. Records of Services are available for Graphite review at the WuXi ATU Facility where the Services were performed. ​. In the event WuXi ATU proposes to dispose of Records WuXi

Records. Regeneron will keep complete and accurate records of all royalty, milestone and other payments required under this Agreement, for a period of ​ years after the end of the Calendar Year in which such payment was due. Regeneron shall require its Affiliates, and its and their respective Sublicensees to retain and provide to Regeneron all records of payments

Records. Supplier shall provide Buyer with complete and accurate copies of any quality control documents maintained by Supplier for Hemp Extracts, including any raw material procurement and/or testing documents, upon Buyer's written request.

Records. The Borrower shall hold its books and records relating to the Collateral segregated from all the Borrower’ other books and records in a manner satisfactory to the Lender; and shall deliver to the Lender, from time to time, promptly, at the Lender’s request, all invoices, original documents of title (or copies thereof), contracts and any other writings relating thereto; and the Borrower will deliver to the Lender promptly, at the Lender’s request from time to time, additional copies of any or all of such papers or writings, and such other information with respect to any of the Collateral and such other writings as the Lender may, in its sole discretion, deem to be necessary or effectual to evidence any loan hereunder or the Lender’s security interest in the Collateral.

Records. The Trustee will maintain records of receipts and disbursements and furnish to the Employer and/or Administrator for each Plan Year a written annual report pursuant to [Section 7.9].

Records. Surface shall maintain, and shall cause its Affiliates and Sublicensees to maintain, complete and accurate records relating to amounts payable to Harbour in relation to this Agreement. The relevant entity shall retain such records for at least ​ years following the end of the calendar year to which they pertain, during which time a certified, , independent public accountant CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “​”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

“FTE” means the equivalent of a full-time employee of either Party (including normal vacations, sick leave, and other similar matters) to the extent performing scientific, medical, technical, managerial, or other activities. An FTE charged to either Party will represent the actual time a full-time employee of such Party spends working on activities assigned to such Party under the Research Plan, Development Plan or Joint Commercialization Plan as recorded in such Party’s project time reporting system. For the avoidance of doubt, the time will be recorded in a manner such that no employee of either Party can report him/herself as more than one (1) FTE in any given month. An FTE is measured on the basis of a total of one thousand eight hundred (1,800) hours per year. FTE efforts will not include the work of general corporate or administrative personnel, including legal services relating to patent activities, accounting and other finance activities, and other G&A activities.