Common use of Amortization Clause in Contracts

Amortization. Beginning on the sixth-month anniversary of the date of the Original Issue Date and on the monthly anniversary of such day for each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”), the Company shall pay to the Holder an amount equal to the Amortization Amount for such Amortization Date. At least five Trading Days prior to each Amortization Date, the Company shall notify the Holder (the date of each such notification, or if such notice is not timely provided, the date such notice should have been provided, an “Amortization Notice Date”, and such notice, an “Amortization Notice”) whether the Amortization Amount will be paid in cash or pursuant to an Amortizing Conversion (as defined below). If such notice is not timely provided, the Amortization Amount shall be paid pursuant to an Amortizing Conversion. No later than two (2) Trading Days after delivery or deemed delivery (as applicable) of the applicable Amortization Notice electing, in whole or in part, an Amortizing Conversion, the Company shall deliver to the Holder’s account with DTC such number of shares of Common Stock (the “Pre-Amortization Conversion Shares”) equal to the quotient of (x) such Amortization Amount divided by (y) the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 70% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Notice Date, and as to which the Holder shall be the owner thereof as of such time of delivery or deemed delivery (as the case may be) of such Amortization Notice. On each Amortization Date on which the Amortization Amount is to be paid in shares of Common Stock rather than cash, the Company shall pay to the Holder of this Debenture the applicable Amortization Amount due on such date by converting (each an “Amortizing Conversion”) such Amortization Amount in accordance with Section 4(c), except that (A) the Conversion Price shall be equal to the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 70% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Date and (B) such shares of Common Stock shall be delivered to the Holder on the Amortization Date. The number of shares of Common Stock to be delivered upon such Amortizing Conversion shall be reduced by the number of any Pre-Amortization Conversion Shares delivered in connection with such Amortization Date. Notwithstanding the foregoing, the Company shall not be entitled to effect an Amortizing Conversion with respect to any portion of such Amortization Amount and shall be required to pay the entire amount of such Amortization Amount in cash if the Equity Conditions are not true and correct from the Amortization Notice Date through the Amortization Date, except that the Company may still issue shares on the applicable Amortization Date in accordance with Section 4(c) with the written consent of the Holder. If any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then the Company shall pay the applicable Amortization Amount to the Holder within three (3) days of such Amortization Date, by wire transfer of immediately available funds. In addition, if any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then, at the Holder’s option, either (I) the Holder shall return any Pre-Amortization Conversion Shares delivered in connection with the applicable Amortization Date or (II) the applicable Amortization Amount shall be reduced by the product of (X) the Amortization Amount applicable to such Amortization Date multiplied by (Y) the Conversion Share Ratio. If, with respect to an Amortization Date, the number of Pre-Amortization Conversion Shares delivered to the Holder exceeds the number of Post-Amortization Conversion Shares with respect to such Amortization Date, then the number of shares of Common Stock equal to such excess shall constitute a credit against the number of shares of Common Stock to be issued to such Holder pursuant to this Section 2(c), at the option of the Holder, either (x) against any conversion of this Note pursuant to Section 4 as selected by the Holder or (y) on the Maturity Date, or, if earlier, the last Amortization Date, reducing the number of shares of Common Stock required to be actually issued by the Company to the Holder on such date by the amount of such excess on a share-for-share basis. Delivery of shares of Common Stock for an Amortizing Conversion shall be made in accordance with the provisions of Section 4(c) below. The Company may elect to make a payment of the Amortization Amount in cash to the Holder upon notice to the Holder. If the Company elects or is required to pay the Amortization Amount in cash, in whole or in part, in accordance with this Section 2(c), then the amount shall be paid in cash on the applicable Amortization Date by wire transfer to the Holder of immediately available funds in an amount equal to the applicable Amortization Amount.

Amortization. Beginning Commencing on first (1st) day of the sixth-month anniversary after the date that is the earlier of the date of that a Registration Statement covering the shares underlying the Note has been declared effective by the Securities and Exchange Commission or one-hundred and eighty (180) days after the Original Issue Date Date, and continuing on the monthly anniversary first (1st) day of each of the following successive months thereafter until Maturity, provided that such day for date is a Business Day (each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Payment Date”), the Company shall pay redeem this Note, interest, and the Make Whole according to the Holder an amount equal to the Amortization Amount for such Amortization Date. At least five Trading Days prior to each Amortization Date, the Company shall notify the Holder Schedule 2(e) (the date of each such notification, or if such notice is not timely provided, the date such notice should have been providedeach, an “Amortization Notice DatePayment”, and such notice, an “Amortization Notice”) whether the Amortization Amount will be paid in cash or pursuant to an Amortizing Conversion (as defined below). If such notice is not timely provided, the Each Amortization Amount shall be paid pursuant to an Amortizing Conversion. No later than two (2) Trading Days after delivery or deemed delivery (as applicable) of the applicable Amortization Notice electing, in whole or in part, an Amortizing Conversion, the Company shall deliver to the Holder’s account with DTC such number of shares of Common Stock (the “Pre-Amortization Conversion Shares”) equal to the quotient of (x) such Amortization Amount divided by (y) the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 70% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Notice Date, and as to which the Holder shall be the owner thereof as of such time of delivery or deemed delivery (as the case may be) of such Amortization Notice. On each Amortization Date on which the Amortization Amount is to be paid in shares of Common Stock rather than cash, the Company shall pay to the Holder of this Debenture the applicable Amortization Amount due on such date by converting (each an “Amortizing Conversion”) such Amortization Amount in accordance with Section 4(c), except that (A) the Conversion Price shall be equal to the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 70% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Date and (B) such shares of Common Stock shall be delivered to the Holder on the Amortization Date. The number of shares of Common Stock to be delivered upon such Amortizing Conversion shall be reduced by the number of any Pre-Amortization Conversion Shares delivered in connection with such Amortization Date. Notwithstanding the foregoing, the Company shall not be entitled to effect an Amortizing Conversion with respect to any portion of such Amortization Amount and shall be required to pay the entire amount of such Amortization Amount in cash if the Equity Conditions are not true and correct from the Amortization Notice Date through the Amortization Date, except that the Company may still issue shares on the applicable Amortization Date in accordance with Section 4(c) with the written consent of the Holder. If any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then the Company shall pay the applicable Amortization Amount to the Holder within three (3) days of such Amortization Date, by wire transfer of immediately available funds. In addition, if any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then, at the Holder’s option, either (I) the Holder shall return any Pre-Amortization Conversion Shares delivered in connection with the applicable Amortization Date or (II) the applicable Amortization Amount shall be reduced by the product of (X) the Amortization Amount applicable to such Amortization Date multiplied by (Y) the Conversion Share Ratio. If, with respect to an Amortization Date, the number of Pre-Amortization Conversion Shares delivered to the Holder exceeds the number of Post-Amortization Conversion Shares with respect to such Amortization Date, then the number of shares of Common Stock equal to such excess shall constitute a credit against the number of shares of Common Stock to be issued to such Holder pursuant to this Section 2(c)Payment shall, at the option of the HolderCompany, either (x) against any conversion of this Note pursuant to Section 4 as selected by the Holder or (y) on the Maturity Date, or, if earlier, the last Amortization Date, reducing the number of shares of Common Stock required to be actually issued by the Company to the Holder on such date by the amount of such excess on a share-for-share basis. Delivery of shares of Common Stock for an Amortizing Conversion shall be made in accordance with the provisions of Section 4(c) below. The Company may elect to make a payment of the Amortization Amount in cash to the Holder upon notice to the Holder. If the Company elects or is required to pay the Amortization Amount in cash, in whole or in part, in accordance cash equal to the sum of the Amortization Payment provided for in Schedule 2(e) hereto, or, subject to the Company complying with the Equity Conditions, in Common Stock at a price equal to the greater of (x) the Floor Price and (y) 15% discount to the lowest VWAP during the ten (10) Trading days prior to the Amortization Payment Date (the “Amortization Conversion Rate”); provided, however, that in the event that a Holder elects to defer an Amortization Payment as provided for in this Section 2(c2(e), the Amortization Conversion Rate shall be calculated based on the date that the Holder provides the Company with notice of its intent to receive an Amortization Payment. Any Amortization Payment or portion thereof made in cash will be subject to a ten percent (10%) premium on such payment. No Amortization Payment may be made in Common Stock, without the prior written consent (which may be given by e-mail) of the Holder, if the price of the Company’s Common Stock is trading below the Floor Price on the Amortization Payment Date. Notwithstanding anything to the contrary contained in this Section 2(e), any Holder, at its option and without regard to the actions of any other Holder, shall be entitled to accelerate each Amortization Payment in up to three (3) separate Amortization Payments each month and demand such payments in Common Stock pursuant to the then-current Amortization Conversion Rate. In the event that the Holder elects to accelerate an Amortization Payment, such accelerated Amortization Payment shall be effected from the last Amortization Payment due. By way of example, if there are six (6) amortization payments remaining in a calendar year in which such remaining amortizations are for the months of July through December, then the amount first accelerated amortization shall come from December, and the second, by further example, from November. Furthermore, notwithstanding anything to the contrary contained in this Section 2(e), any Holder, at its option and without regard to the actions of any other Holder, shall be paid entitled to defer each and any Amortization Payment in cash on the applicable its sole discretion and for as long as it wishes to defer such Amortization Date by wire transfer Payment and receive such payments in Common Stock pursuant to the Amortization Conversion Rate, to be calculated when requested and received. Such deferring Holder of immediately available funds in an amount equal shall be entitled to the applicable receive such deferred Amortization AmountPayment upon three hours’ written notice, which Amortization Payment shall be settled no later than two Trading Days after notice has been provided.

Amortization. Beginning on the sixth-month anniversary of the date of the Original Issue Date and on the monthly anniversary of such day for each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”), the Company shall pay to the Holder an amount equal to the Amortization Amount for such Amortization Date. At least five Trading Days prior to each Amortization Date, the Company shall notify the Holder (the date of each such notification, or if such notice is not timely provided, the date such notice should have been provided, an “Amortization Notice Date”, and such notice, an “Amortization Notice”) whether the Amortization Amount will be paid in cash or pursuant to an Amortizing Conversion (as defined below). If such notice is not timely provided, the Amortization Amount shall be paid pursuant to an Amortizing Conversion. No later than two (2) Trading Days after delivery or deemed delivery (as applicable) of the applicable Amortization Notice electing, in whole or in part, an Amortizing Conversion, the Company shall deliver to the Holder’s account with DTC such number of shares of Common Stock (the “Pre-Amortization Conversion Shares”) equal to the quotient of (x) such Amortization Amount divided by (y) the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 7060% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Notice Date, and as to which the Holder shall be the owner thereof as of such time of delivery or deemed delivery (as the case may be) of such Amortization Notice. On each Amortization Date on which the Amortization Amount is to be paid in shares of Common Stock rather than cash, the Company shall pay to the Holder of this Debenture the applicable Amortization Amount due on such date by converting (each an “Amortizing Conversion”) such Amortization Amount in accordance with Section 4(c), except that (A) the Conversion Price shall be equal to the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 7060% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Date and (B) such shares of Common Stock shall be delivered to the Holder on the Amortization Date. The number of shares of Common Stock to be delivered upon such Amortizing Conversion shall be reduced by the number of any Pre-Amortization Conversion Shares delivered in connection with such Amortization Date. Notwithstanding the foregoing, the Company shall not be entitled to effect an Amortizing Conversion with respect to any portion of such Amortization Amount and shall be required to pay the entire amount of such Amortization Amount in cash if the Equity Conditions are not true and correct from the Amortization Notice Date through the Amortization Date, except that the Company may still issue shares on the applicable Amortization Date in accordance with Section 4(c) with the written consent of the Holder. If any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then the Company shall pay the applicable Amortization Amount to the Holder within three (3) days of such Amortization Date, by wire transfer of immediately available funds. In addition, if any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then, at the Holder’s option, either (I) the Holder shall return any Pre-Amortization Conversion Shares delivered in connection with the applicable Amortization Date or (II) the applicable Amortization Amount shall be reduced by the product of (X) the Amortization Amount applicable to such Amortization Date multiplied by (Y) the Conversion Share Ratio. If, with respect to an Amortization Date, the number of Pre-Amortization Conversion Shares delivered to the Holder exceeds the number of Post-Amortization Conversion Shares with respect to such Amortization Date, then the number of shares of Common Stock equal to such excess shall constitute a credit against the number of shares of Common Stock to be issued to such Holder pursuant to this Section 2(c), at the option of the Holder, either (x) against any conversion of this Note pursuant to Section 4 as selected by the Holder or (y) on the Maturity Date, or, if earlier, the last Amortization Date, reducing the number of shares of Common Stock required to be actually issued by the Company to the Holder on such date by the amount of such excess on a share-for-share basis. Delivery of shares of Common Stock for an Amortizing Conversion shall be made in accordance with the provisions of Section 4(c) below. The Company may elect to make a payment of the Amortization Amount in cash to the Holder upon notice to the Holder. If the Company elects or is required to pay the Amortization Amount in cash, in whole or in part, in accordance with this Section 2(c), then the amount shall be paid in cash on the applicable Amortization Date by wire transfer to the Holder of immediately available funds in an amount equal to the applicable Amortization Amount.

Amortization. Beginning Commencing on first (1st) day of the sixth-month anniversary after the date that is the earlier of the date of that a Registration Statement covering the shares underlying the Note has been declared effective by the Securities and Exchange Commission or one-hundred and eighty (180) days after the Original Issue Date Date, and continuing on the monthly anniversary first (1st) day of each of the following successive months thereafter until Maturity, provided that such day for date is a Business Day (each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Payment Date”), the Company shall pay redeem this Note, interest, and the Make Whole according to the Holder an amount equal to the Amortization Amount for such Amortization Date. At least five Trading Days prior to each Amortization Date, the Company shall notify the Holder Schedule 2(e) (the date of each such notification, or if such notice is not timely provided, the date such notice should have been providedeach, an “Amortization Notice DatePayment”, and such notice, an “Amortization Notice”) whether the Amortization Amount will be paid in cash or pursuant to an Amortizing Conversion (as defined below). If such notice is not timely provided, the Each Amortization Amount shall be paid pursuant to an Amortizing Conversion. No later than two (2) Trading Days after delivery or deemed delivery (as applicable) of the applicable Amortization Notice electing, in whole or in part, an Amortizing Conversion, the Company shall deliver to the Holder’s account with DTC such number of shares of Common Stock (the “Pre-Amortization Conversion Shares”) equal to the quotient of (x) such Amortization Amount divided by (y) the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 70% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Notice Date, and as to which the Holder shall be the owner thereof as of such time of delivery or deemed delivery (as the case may be) of such Amortization Notice. On each Amortization Date on which the Amortization Amount is to be paid in shares of Common Stock rather than cash, the Company shall pay to the Holder of this Debenture the applicable Amortization Amount due on such date by converting (each an “Amortizing Conversion”) such Amortization Amount in accordance with Section 4(c), except that (A) the Conversion Price shall be equal to the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 70% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Date and (B) such shares of Common Stock shall be delivered to the Holder on the Amortization Date. The number of shares of Common Stock to be delivered upon such Amortizing Conversion shall be reduced by the number of any Pre-Amortization Conversion Shares delivered in connection with such Amortization Date. Notwithstanding the foregoing, the Company shall not be entitled to effect an Amortizing Conversion with respect to any portion of such Amortization Amount and shall be required to pay the entire amount of such Amortization Amount in cash if the Equity Conditions are not true and correct from the Amortization Notice Date through the Amortization Date, except that the Company may still issue shares on the applicable Amortization Date in accordance with Section 4(c) with the written consent of the Holder. If any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then the Company shall pay the applicable Amortization Amount to the Holder within three (3) days of such Amortization Date, by wire transfer of immediately available funds. In addition, if any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then, at the Holder’s option, either (I) the Holder shall return any Pre-Amortization Conversion Shares delivered in connection with the applicable Amortization Date or (II) the applicable Amortization Amount shall be reduced by the product of (X) the Amortization Amount applicable to such Amortization Date multiplied by (Y) the Conversion Share Ratio. If, with respect to an Amortization Date, the number of Pre-Amortization Conversion Shares delivered to the Holder exceeds the number of Post-Amortization Conversion Shares with respect to such Amortization Date, then the number of shares of Common Stock equal to such excess shall constitute a credit against the number of shares of Common Stock to be issued to such Holder pursuant to this Section 2(c)Payment shall, at the option of the HolderCompany, either (x) against any conversion of this Note pursuant to Section 4 as selected by the Holder or (y) on the Maturity Date, or, if earlier, the last Amortization Date, reducing the number of shares of Common Stock required to be actually issued by the Company to the Holder on such date by the amount of such excess on a share-for-share basis. Delivery of shares of Common Stock for an Amortizing Conversion shall be made in accordance with the provisions of Section 4(c) below. The Company may elect to make a payment of the Amortization Amount in cash to the Holder upon notice to the Holder. If the Company elects or is required to pay the Amortization Amount in cash, in whole or in part, in accordance cash equal to the sum of the Amortization Payment provided for in Schedule 2(e) hereto, or, subject to the Company complying with the Equity Conditions, in Common Stock at a 15% discount to the lowest VWAP during the ten (10) Trading days prior to the Amortization Payment Date (the “Amortization Conversion Rate”); provided, however, that in the event that a Holder elects to defer an Amortization Payment as provided for in this Section 2(c2(e), the Amortization Conversion Rate shall be calculated based on the date that the Holder provides the Company with notice of its intent to receive an Amortization Payment. Any Amortization Payment or portion thereof made in cash will be subject to a ten percent (10%) premium on such payment. No Amortization Payment may be made in Common Stock if the price of the Company’s Common Stock is trading below the Floor Price on the Amortization Payment Date. Notwithstanding anything to the contrary contained in this Section 2(e), any Holder, at its option and without regard to the actions of any other Holder, shall be entitled to accelerate each Amortization Payment in up to three (3) separate Amortization Payments each month and demand such payments in Common Stock pursuant to the then-current Amortization Conversion Rate. In the event that the Holder elects to accelerate an Amortization Payment, such accelerated Amortization Payment shall be effected from the last Amortization Payment due. By way of example, if there are six (6) amortization payments remaining in a calendar year in which such remaining amortizations are for the months of July through December, then the amount first accelerated amortization shall come from December, and the second, by further example, from November. Furthermore, notwithstanding anything to the contrary contained in this Section 2(e), any Holder, at its option and without regard to the actions of any other Holder, shall be paid entitled to defer each and any Amortization Payment in cash on the applicable its sole discretion and for as long as it wishes to defer such Amortization Date by wire transfer Payment and receive such payments in Common Stock pursuant to the Amortization Conversion Rate, to be calculated when requested and received. Such deferring Holder of immediately available funds in an amount equal shall be entitled to the applicable receive such deferred Amortization AmountPayment upon three hours’ written notice, which Amortization Payment shall be settled no later than two Trading Days after notice has been provided.

Amortization. Beginning on The Borrower will amortize the sixth-month anniversary Loan as stipulated in the Schedule I attached hereto, subject to any other changes in such amortization as communicated; in writing; due course in a reasonable time frame, by AHFL to the Borrower. However, in the event of delay or advancement, for any reason whatsoever, in the Disbursement of the date Loan, the Due Date of payment of first EMI shall in such case be the corresponding day of the Original Issue Date and on following month to the monthly anniversary of such day for each succeeding month thereafter through and including currently stated in the Maturity Date (each, an “Amortization Date”), the Company Schedule I attached hereto. The Borrower shall also pay to the Holder an amount equal to the Amortization Amount for such Amortization Date. At least five Trading Days prior to each Amortization DateAHFL PEMI every month, the Company shall notify the Holder (the date until commencement of each such notification, or if such notice is not timely provided, the date such notice should have been provided, an “Amortization Notice Date”, and such notice, an “Amortization Notice”) whether the Amortization Amount will be paid in cash or pursuant to an Amortizing Conversion (as defined below). If such notice is not timely provided, the Amortization Amount shall be paid pursuant to an Amortizing Conversion. No later than two (2) Trading Days after delivery or deemed delivery (as applicable) of the applicable Amortization Notice electing, in whole or in part, an Amortizing Conversion, the Company shall deliver to the Holder’s account with DTC such number of shares of Common Stock (the “Pre-Amortization Conversion Shares”) equal to the quotient of (x) such Amortization Amount divided by (y) the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 70% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Notice Date, and as to which the Holder shall be the owner thereof as of such time of delivery or deemed delivery (as the case may be) of such Amortization Notice. On each Amortization Date on which the Amortization Amount is to be paid in shares of Common Stock rather than cash, the Company shall pay to the Holder of this Debenture the applicable Amortization Amount due on such date by converting (each an “Amortizing Conversion”) such Amortization Amount in accordance with Section 4(c), except that (A) the Conversion Price shall be equal to the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 70% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Date and (B) such shares of Common Stock shall be delivered to the Holder on the Amortization DateEMI. The number of shares of Common Stock to be delivered upon such Amortizing Conversion shall be reduced by the number of any Pre-Amortization Conversion Shares delivered in connection with such Amortization Date. Notwithstanding the foregoing, the Company shall not be entitled to effect an Amortizing Conversion with respect to any portion of such Amortization Amount and shall be required to pay the entire amount of such Amortization Amount in cash if the Equity Conditions are not true and correct from the Amortization Notice Date through the Amortization Date, except Borrower agrees that the Company may still issue shares on the applicable Amortization Date in accordance with Section 4(c) with the written consent repayment of the Holder. If any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then the Company shall pay the applicable Amortization Amount to the Holder within three (3) days of such Amortization Date, by wire transfer of immediately available funds. In addition, if any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then, at the Holder’s option, either (I) the Holder shall return any Pre-Amortization Conversion Shares delivered in connection with the applicable Amortization Date or (II) the applicable Amortization Amount shall be reduced by the product of (X) the Amortization Amount applicable to such Amortization Date multiplied by (Y) the Conversion Share Ratio. If, with respect to an Amortization Date, the number of Pre-Amortization Conversion Shares delivered to the Holder exceeds the number of Post-Amortization Conversion Shares with respect to such Amortization Date, then the number of shares of Common Stock equal to such excess shall constitute a credit against the number of shares of Common Stock to be issued to such Holder pursuant to this Section 2(c), at the option of the Holder, either (x) against any conversion of this Note pursuant to Section 4 as selected by the Holder or (y) on the Maturity Date, or, if earlier, the last Amortization Date, reducing the number of shares of Common Stock required to be actually issued by the Company to the Holder on such date by the amount of the Loan together with interest, additional interest and all such excess on a share-for-share basis. Delivery of shares of Common Stock for an Amortizing Conversion other sums due and payable by the Borrower to the AHFL shall be made payable at the place where the branch of the AHFL Is situated or such other notified by AHFL to the Borrower by way of PDC and/or auto debit and/or ECS, and/or NACH, details whereof are mentioned in accordance with the provisions of Section 4(c) belowSchedule attached hereto. The Company may elect to make a payment of the Amortization Amount in cash to the Holder upon notice to the Holder. If the Company elects or is required to pay the Amortization Amount in cash, in whole or in part, in accordance with this Section 2(c), then Borrower agrees that the amount shall be paid in cash remitted to the AHFL on the applicable Amortization Due Date of EMI. In the event of any dishonor of Post-Dated Cheques (PDC)/ auto debit /Electronic Clearing System (ECS)/National Automatic Clearing Housing (NACH)/demand draft ("Payment Instructions"), the Borrower agrees to pay a dishonor charge/cheque bouncing charges as mentioned in the Schedule attached hereto, in addition to any additional interest that may be levied by wire transfer AHFL. Further in Event of any default, AHFL shall reserve all the rights to represent the Post-Dated Cheques (PDC)/ auto debit /Electronic Clearing System (ECS)/National Automatic Clearing Housing (NACH)/demand draft (“Payment Instructions”), to recover the entire overdue amount including incidental charges, additional interest, EMI/PEMI outstanding, other charges, costs, entire loan outstanding amount from the borrower. For the purposes of the above, ‘dishonor’ of Payment Instructions means return of the Borrower(s) Payment Instructions because of the amount of funds standing to the Holder credit of immediately available funds in an amount equal AHFL’s account are insufficient to honor the Payment Instruction or any other reason, excluding reasons not attributable to the applicable Amortization Amount.fault of the Borrower(s). In the event of any variation in:

Amortization. Beginning on the sixthsix-month anniversary of the date of the Original Issue Date and on the monthly anniversary of such day for each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”), the Company shall pay to the Holder an amount equal to the Amortization Amount for such Amortization Date. At least five Trading Days prior to each Amortization Date, the Company shall notify the Holder (the date of each such notification, or if such notice is not timely provided, the date such notice should have been provided, an “Amortization Notice Date”, and such notice, an “Amortization Notice”) of whether the Amortization Amount will be paid in cash or pursuant to an Amortizing Conversion (as defined below). If such notice is not timely provided, the Amortization Amount shall be paid pursuant to an Amortizing Conversion. No later than two (2) Trading Days after delivery or deemed delivery (as applicable) of the applicable Amortization Notice electing, in whole or in part, an Amortizing Conversion, the Company shall deliver to the Holder’s account with DTC such number of shares of Common Stock (the “Pre-Amortization Conversion Shares”) equal to the quotient of (x) such Amortization Amount divided by (y) the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 70% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Notice Date, and as to which the Holder shall be the owner thereof as of such time of delivery or deemed delivery (as the case may be) of such Amortization Notice. On each Amortization Date on which the Amortization Amount is to be paid in shares of Common Stock rather than cash, the Company shall pay to the Holder of this Debenture Note the applicable Amortization Amount due on such date by converting (each an “Amortizing Conversion”) such Amortization Amount in accordance with Section 4(c), except that (A) the Conversion Price shall be equal to the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 7075% of the average of the VWAP for the five (5) Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Date and (B) such shares of Common Stock shall be delivered to the Holder on the Amortization Date. The number of shares of Common Stock to be delivered upon such Amortizing Conversion shall be reduced by the number of any Pre-Amortization Conversion Shares delivered in connection with such Amortization Date. Notwithstanding the foregoing, the Company shall not be entitled to effect an Amortizing Conversion with respect to any portion of such Amortization Amount and shall be required to pay the entire amount of such Amortization Amount in cash if the Equity Conditions are not true and correct from the Amortization Notice Date through the Amortization Date, except that the Company may still issue shares on the applicable Amortization Date in accordance with Section 4(c) with the written consent of the Holder. If any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then the Company shall pay the applicable Amortization Amount to the Holder within three (3) days of such Amortization Date, by wire transfer of immediately available funds. In addition, if any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then, at the Holder’s option, either (I) the Holder shall return any Pre-Amortization Conversion Shares delivered in connection with the applicable Amortization Date or (II) the applicable Amortization Amount shall be reduced by the product of (X) the Amortization Amount applicable to such Amortization Date multiplied by (Y) the Conversion Share Ratio. If, with respect to an Amortization Date, the number of Pre-Amortization Conversion Shares delivered to the Holder exceeds the number of Post-Amortization Conversion Shares with respect to such Amortization Date, then the number of shares of Common Stock equal to such excess shall constitute a credit against the number of shares of Common Stock to be issued to such Holder pursuant to this Section 2(c), at the option of the Holder, either (x) against any conversion of this Note pursuant to Section 4 as selected by the Holder or (y) on the Maturity Date, or, if earlier, the last Amortization Date, reducing the number of shares of Common Stock required to be actually issued by the Company to the Holder on such date by the amount of such excess on a share-for-share basis. Delivery of shares of Common Stock for an Amortizing Conversion shall be made in accordance with the provisions of Section 4(c) below. The Company may elect to make a payment of the Amortization Amount in cash to the Holder upon notice to the Holder. If the Company elects or is required to pay the Amortization Amount in cash, in whole or in part, in accordance with this Section 2(c), then the amount shall be paid in cash on the applicable Amortization Date by wire transfer to the Holder of immediately available funds in an amount equal to the applicable Amortization Amount.

Amortization. Beginning There shall be no amortization of Revolving Loans or Tranche B Term Loans. Commencing with the first full fiscal quarter following the Closing Date, the Tranche A Term Loans shall be repaid in equal quarterly installments of 1.00% per annum of the original principal amount of the Tranche A Term Loans on each December 31, March 31, June 30 and September 30, with the balance payable on the sixth-month anniversary of Term Loan A Maturity Date. 83 Borrowing Base and Borrowing Base Redetermination: Availability under the date of Revolving Facility shall be subject to a reducing borrowing base (the Original Issue Date and on the monthly anniversary of such day for each succeeding month thereafter through and including the Maturity Date (each, an “Amortization DateBorrowing Base”), which shall be initially determined and periodically redetermined (each such redetermination a “Borrowing Base Redetermination”) and reduced as set forth below.On the Company shall pay to the Holder an amount equal to the Amortization Amount for such Amortization Date. At least five Trading Days prior to each Amortization Plan Effective Date, the Company shall notify the Holder (the date of each such notification, or if such notice is not timely provided, the date such notice should have been provided, an “Amortization Notice Date”, and such notice, an “Amortization Notice”) whether the Amortization Amount will be paid in cash or pursuant to an Amortizing Conversion (as defined below). If such notice is not timely provided, the Amortization Amount initial Borrowing Base shall be paid pursuant deemed to an Amortizing Conversionequal $65 million. No later than two (2) Trading Days after delivery or deemed delivery (as applicable) of the applicable Amortization Notice electingThereafter, in whole or in parta Borrowing Base Redetermination shall occur on each April 1 and October 1 commencing on April 1, an Amortizing Conversion, the Company shall deliver to the Holder’s account with DTC such number of shares of Common Stock 2020 (the “PreFirst Scheduled Redetermination Date”).Interim Borrowing Base Redeterminations shall be implemented (a) upon the request of the First-Amortization Conversion SharesOut Agent or the requisite Lenders (“Lender Wild Card Redetermination”), or (b) equal to after the quotient First Scheduled Redetermination Date, upon the request of (x) such Amortization Amount divided by (y) the lesser of Borrower; provided that (i) that there shall be no Lender Wild Card Redetermination prior to the Conversion Price calculated in accordance with 4(b)First Scheduled Redetermination Date, (ii) there shall be no more than one Lender Wild Card Redetermination between each scheduled Borrowing Base Redetermination, and (iiiii) 70% there shall be no more than one interim Borrowing Base Redetermination made at the request of the average Borrower between each scheduled Borrowing Base Xxxxxxxxxxxxxxx.Xx the event the total outstanding balance of the VWAP for Revolving Loans and other revolving credit exposure is greater than the five Trading Day period ending onthen-effective Borrowing Base (such excess, and includinga “Borrowing Base Deficiency”) as a result of a Borrowing Base Redetermination, the Trading Day immediately preceding the Amortization Notice DateBorrower shall, and as to which the Holder shall be the owner thereof as within 15 days after notice from First-Out Agent of such time Borrowing Base Deficiency, notify First-Out Agent of delivery the Borrower’s election to exercise one, or deemed delivery a combination of, the following options in order to cure such Borrowing Base Deficiency: (as a) repay the case may beBorrowing Base Deficiency in a single lump sum for application to the Revolving Loans and other revolving credit exposure or (b) repay the Borrowing Base Deficiency in six monthly installments equal to one-sixth of such Amortization Notice. On Borrowing Base Deficiency with the first such installment due 30 days after notice from First-Out Agent of such Borrowing Base Deficiency and each Amortization Date on which following installment due 30 days after the Amortization Amount is to be paid in shares of Common Stock rather than cash, the Company shall pay preceding installment for application to the Holder of this Debenture the applicable Amortization Amount due on such date by converting (each an “Amortizing Conversion”) such Amortization Amount in accordance with Section 4(c), except that (A) the Conversion Price shall be equal to the lesser of (i) the Conversion Price calculated in accordance with 4(b), Revolving Loans and (ii) 70% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Date and (B) such shares of Common Stock shall be delivered to the Holder on the Amortization Date. The number of shares of Common Stock to be delivered upon such Amortizing Conversion shall be reduced by the number of any Pre-Amortization Conversion Shares delivered in connection with such Amortization Date. Notwithstanding the foregoing, the Company shall not be entitled to effect an Amortizing Conversion with respect to any portion of such Amortization Amount and shall be required to pay the entire amount of such Amortization Amount in cash if the Equity Conditions are not true and correct from the Amortization Notice Date through the Amortization Date, except that the Company may still issue shares on the applicable Amortization Date in accordance with Section 4(c) with the written consent of the Holder. If any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then the Company shall pay the applicable Amortization Amount to the Holder within three (3) days of such Amortization Date, by wire transfer of immediately available funds. In addition, if any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then, at the Holder’s option, either (I) the Holder shall return any Pre-Amortization Conversion Shares delivered in connection with the applicable Amortization Date or (II) the applicable Amortization Amount shall be reduced by the product of (X) the Amortization Amount applicable to such Amortization Date multiplied by (Y) the Conversion Share Ratio. If, with respect to an Amortization Date, the number of Pre-Amortization Conversion Shares delivered to the Holder exceeds the number of Post-Amortization Conversion Shares with respect to such Amortization Date, then the number of shares of Common Stock equal to such excess shall constitute a revolving credit against the number of shares of Common Stock to be issued to such Holder pursuant to this Section 2(c), at the option of the Holder, either (x) against any conversion of this Note pursuant to Section 4 as selected by the Holder or (y) on the Maturity Date, or, if earlier, the last Amortization Date, reducing the number of shares of Common Stock required to be actually issued by the Company to the Holder on such date by the amount of such excess on a share-for-share basis. Delivery of shares of Common Stock for an Amortizing Conversion shall be made in accordance with the provisions of Section 4(c) below. The Company may elect to make a payment of the Amortization Amount in cash to the Holder upon notice to the Holder. If the Company elects or is required to pay the Amortization Amount in cash, in whole or in part, in accordance with this Section 2(c), then the amount shall be paid in cash on the applicable Amortization Date by wire transfer to the Holder of immediately available funds in an amount equal to the applicable Amortization Amountexposure.

Amortization. Beginning on the sixth-month anniversary of the date of the Original Issue Date and on the monthly anniversary of such day for each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”), the The Company shall pay make an amortization payment with respect to the Holder an amount this Note equal to the applicable Amortization Amount for such Payment on each Amortization Date. At Each such Amortization Payment shall be paid to Holder in cash on each Amortization Date in accordance with this Section 4. Notwithstanding the foregoing: (i) by delivering a written notice to the Company at least five (5) Trading Days prior to each the applicable Amortization Date, the Holder may, in its sole discretion, defer any Amortization Payment (including any prior Deferred Amortization Payment) (or any portion thereof) one or more times prior to the applicable Amortization Date to any subsequent Amortization Date (in which case such deferred Amortization Payment shall become a “Deferred Amortization Payment”), in which case, on the applicable Amortization Date, the Company shall notify will pay the Holder an amount in cash equal to such Amortization Payment (the date of each such notification, or if such notice is not timely provided, the date such notice should have been provided, an “including any Deferred Amortization Notice Date”, and such notice, an “Amortization Notice”Payments) whether the Amortization Amount will to be paid in cash or pursuant to an Amortizing Conversion (as defined below). If on such notice is not timely provided, the Amortization Amount shall be paid pursuant to an Amortizing Conversion. No later than two (2) Trading Days after delivery or deemed delivery (as applicable) of the applicable Amortization Notice electing, in whole or in part, an Amortizing Conversion, the Company shall deliver to the Holder’s account with DTC such number of shares of Common Stock (the “Pre-Amortization Conversion Shares”) equal to the quotient of (x) such Amortization Amount divided by (y) the lesser of (i) the Conversion Price calculated in accordance with 4(b), date; and (ii) 70the Holder shall have the right to convert any Partial Amortization Payment or Deferred Amortization Payment (or any applicable portion thereof) into Common Stock pursuant to Section 5 hereof at any time prior to the receipt of the applicable Partial Amortization Payment or Deferred Amortization Payment from the Company. Notwithstanding anything to the contrary contained in this Note or in any other Transaction Document, no Amortization Payment shall be due on February 1, 2024 and the first Amortization Date shall be May 1, 2024, on which date an Amortization Payment in an aggregate amount equal to 22.22% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Notice Date, and as to which the Holder shall be the owner thereof as of such time of delivery or deemed delivery (as the case may be) of such Amortization Notice. On each Amortization Date on which the Amortization Stated Principal Amount is to be paid in shares of Common Stock rather than cash, the Company shall pay to the Holder of this Debenture the applicable Amortization Amount due on such date by converting (each an “Amortizing Conversion”) such Amortization Amount in accordance with Section 4(c), except that (A) the Conversion Price shall be equal to the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 70% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Date and (B) such shares of Common Stock shall be delivered to the Holder on the Amortization Date. The number of shares of Common Stock to be delivered upon such Amortizing Conversion shall be reduced by the number of any Pre-Amortization Conversion Shares delivered in connection with such Amortization Date. Notwithstanding the foregoing, the Company shall not be entitled to effect an Amortizing Conversion with respect to any portion of such Amortization Amount and shall be required to pay the entire amount of such Amortization Amount in cash if the Equity Conditions are not true and correct from the Amortization Notice Date through the Amortization Date, except that the Company may still issue shares on the applicable Amortization Date in accordance with Section 4(c) with the written consent of the Holder. If any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then the Company shall pay the applicable Amortization Amount to the Holder within three (3) days of such Amortization Date, by wire transfer of immediately available funds. In addition, if any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then, at the Holder’s option, either (I) the Holder shall return any Pre-Amortization Conversion Shares delivered in connection with the applicable Amortization Date or (II) the applicable Amortization Amount shall be reduced by the product of (X) the Amortization Amount applicable to such Amortization Date multiplied by (Y) the Conversion Share Ratio. If, with respect to an Amortization Date, the number of Pre-Amortization Conversion Shares delivered to the Holder exceeds the number of Post-Amortization Conversion Shares with respect to such Amortization Date, then the number of shares of Common Stock equal to such excess shall constitute a credit against the number of shares of Common Stock to be issued to such Holder pursuant to this Section 2(c), at the option of the Holder, either (x) against any conversion of this Note pursuant to Section 4 as selected by the Holder or (y) on the Maturity Date, or, if earlier, the last Amortization Date, reducing the number of shares of Common Stock required to be actually issued by the Company to the Holder on such date by the amount of such excess on a share-for-share basis. Delivery of shares of Common Stock for an Amortizing Conversion shall be made in accordance with the provisions of Section 4(c) below. The Company may elect to make a payment of the Amortization Amount in cash to the Holder upon notice to the Holder. If the Company elects or is required to pay the Amortization Amount in cash, in whole or in part, in accordance with this Section 2(c), then the amount shall be paid in cash on the applicable Amortization Date by wire transfer to the Holder of immediately available funds in an amount equal to the applicable Amortization Amountdue and payable.”

Amortization. Beginning The Term H Loans of each Term H Lender shall mature in installments following the Incremental Facilities Effective Date (each due on the sixth-month anniversary last day of each calendar quarter, except for the date of the Original Issue Date and on the monthly anniversary of such day for each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”last installment), commencing the Company shall pay to the Holder an amount equal to the Amortization Amount for such Amortization Date. At least five Trading Days prior to each Amortization Date, the Company shall notify the Holder (the date of each such notification, or if such notice is not timely provided, the date such notice should have been provided, an “Amortization Notice Date”, and such notice, an “Amortization Notice”) whether the Amortization Amount will be paid in cash or pursuant to an Amortizing Conversion (as defined below). If such notice is not timely provided, the Amortization Amount shall be paid pursuant to an Amortizing Conversion. No later than two (2) Trading Days after delivery or deemed delivery (as applicable) of the applicable Amortization Notice electing, in whole or in part, an Amortizing Conversion, the Company shall deliver to the Holder’s account with DTC such number of shares of Common Stock (the “Pre-Amortization Conversion Shares”) equal to the quotient of earlier (x) such Amortization Amount divided by termination of the Acquisition Agreement and (y) the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 70% closing of the average Acquisition Transactions, each of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Notice Date, and as to which the Holder shall be the owner thereof as of such time of delivery or deemed delivery (as the case may be) of such Amortization Notice. On each Amortization Date on which the Amortization Amount is to be paid in shares of Common Stock rather than cash, the Company shall pay to the Holder of this Debenture the applicable Amortization Amount due on such date by converting (each an “Amortizing Conversion”) such Amortization Amount in accordance with Section 4(c), except that (A) the Conversion Price shall be equal to the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 70% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Date and (B) such shares of Common Stock shall be delivered to the Holder on the Amortization Date. The number of shares of Common Stock to be delivered upon such Amortizing Conversion shall be reduced by the number of any Pre-Amortization Conversion Shares delivered in connection with such Amortization Date. Notwithstanding the foregoing, the Company shall not be entitled to effect an Amortizing Conversion with respect to any portion of such Amortization Amount and shall be required to pay the entire amount of such Amortization Amount in cash if the Equity Conditions are not true and correct from the Amortization Notice Date through the Amortization Date, except that the Company may still issue shares on the applicable Amortization Date in accordance with Section 4(c) with the written consent of the Holder. If any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then the Company shall pay the applicable Amortization Amount to the Holder within three (3) days of such Amortization Date, by wire transfer of immediately available funds. In addition, if any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then, at the Holder’s option, either (I) the Holder shall return any Pre-Amortization Conversion Shares delivered in connection with the applicable Amortization Date or (II) the applicable Amortization Amount shall be reduced by the product of (X) the Amortization Amount applicable to such Amortization Date multiplied by (Y) the Conversion Share Ratio. If, with respect to an Amortization Date, the number of Pre-Amortization Conversion Shares delivered to the Holder exceeds the number of Post-Amortization Conversion Shares with respect to such Amortization Date, then the number of shares of Common Stock equal to such excess shall constitute a credit against the number of shares of Common Stock to be issued to such Holder pursuant to this Section 2(c), at the option of the Holder, either (x) against any conversion of this Note pursuant to Section 4 as selected by the Holder or (y) on the Maturity Date, or, if earlier, the last Amortization Date, reducing the number of shares of Common Stock required to be actually issued by the Company to the Holder on such date by the amount of such excess on a share-for-share basis. Delivery of shares of Common Stock for an Amortizing Conversion shall be made in accordance with the provisions of Section 4(c) below. The Company may elect to make a payment of the Amortization Amount in cash to the Holder upon notice to the Holder. If the Company elects or is required to pay the Amortization Amount in cash, in whole or in part, in accordance with this Section 2(c), then the amount shall be paid in cash on the applicable Amortization Date by wire transfer to the Holder of immediately available funds in an amount equal to (A) in the applicable Amortization Amountcase of all such installments due prior to the Incremental Term H Maturity Date, 0.25% of the principal amount of the Term H Loans under the Credit Agreement on the Incremental Facilities Effective Date (it being understood that, in addition to reductions resulting from optional and mandatory prepayments in accordance with Section 2.8 and Section 2.9 of the Credit Agreement, the aggregate principal amount of amortization payable by the Borrower with respect to all Term H Loans on any such date shall be reduced proportionately as a result of any conversion of Term H Loans to Extended Term Loans following the Incremental Facilities Effective Date and prior to the date of such payment) and (B) in the case of the last installment (which shall be due on the Incremental Term H Maturity Date), the remaining principal balance of such Term H Loans outstanding on such date. The Term I Loans of each Term I Lender shall mature in installments following the Incremental Facilities Effective Date (each due on the last day of each calendar quarter, except for the last installment), commencing the earlier (x) termination of the Acquisition Agreement and (y) the closing of the Acquisition Transactions, each of which shall be in an amount equal to (A) in the case of all such installments due prior to the Incremental Term I Maturity Date, 0.25% of the principal amount of the Term I Loans under the Credit Agreement on the Incremental Facilities Effective Date (it being understood that, in addition to reductions resulting from optional and mandatory prepayments in accordance with Section 2.8 and Section 2.9 of the Credit Agreement, the aggregate principal amount of amortization payable by the Borrower with respect to all Term I Loans on any such date shall be reduced proportionately as a result of any conversion of Term I Loans to Extended Term Loans following the Incremental Facilities Effective Date and prior to the date of such payment) and (B) in the case of the last installment (which shall be due on the Incremental Term I Maturity Date), the remaining principal balance of such Term I Loans outstanding on such date.

Amortization. Beginning on The Borrower shall repay to the sixth-month anniversary Administrative Agent for the ratable account of the date of the Original Issue Date and on the monthly anniversary of such day for each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”), the Company shall pay to the Holder an amount equal to the Amortization Amount for such Amortization Date. At least five Trading Days prior to each Amortization Date, the Company shall notify the Holder (the date of each such notification, or if such notice is not timely provided, the date such notice should have been provided, an “Amortization Notice Date”, and such notice, an “Amortization Notice”) whether the Amortization Amount will be paid in cash or pursuant to an Amortizing Conversion (as defined below). If such notice is not timely provided, the Amortization Amount shall be paid pursuant to an Amortizing Conversion. No later than two (2) Trading Days after delivery or deemed delivery (as applicable) of the applicable Amortization Notice electing, in whole or in part, an Amortizing Conversion, the Company shall deliver to the Holder’s account with DTC such number of shares of Common Stock (the “Pre-Amortization Conversion Shares”) equal to the quotient of (x) such Amortization Amount divided by (y) the lesser of New Term Lenders (i) on the Conversion Price calculated first Business Day of each March, June, September and December, commencing with the first Business Day of June, 2009, an aggregate Dollar Amount equal to 0.25% of the aggregate Dollar Amount of all New Term Loans outstanding on the later of the New Term Loan Closing Date and, if applicable, the Senior Toggle Funding Date (which payments shall be reduced as a result of the application of prepayments of the New Term Loans in accordance with 4(b), the order of priority set forth in Section 2.05 of the Credit Agreement) and (ii) 70% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Notice Date, and as to which the Holder shall be the owner thereof as of such time of delivery or deemed delivery (as the case may be) of such Amortization Notice. On each Amortization Date on which the Amortization Amount is to be paid in shares of Common Stock rather than cash, the Company shall pay to the Holder of this Debenture the applicable Amortization Amount due on such date by converting (each an “Amortizing Conversion”) such Amortization Amount in accordance with Section 4(c), except that (A) the Conversion Price shall be equal to the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 70% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Date and (B) such shares of Common Stock shall be delivered to the Holder on the Amortization Date. The number of shares of Common Stock to be delivered upon such Amortizing Conversion shall be reduced by the number of any Pre-Amortization Conversion Shares delivered in connection with such Amortization Date. Notwithstanding the foregoing, the Company shall not be entitled to effect an Amortizing Conversion with respect to any portion of such Amortization Amount and shall be required to pay the entire amount of such Amortization Amount in cash if the Equity Conditions are not true and correct from the Amortization Notice Date through the Amortization Date, except that the Company may still issue shares on the applicable Amortization Date in accordance with Section 4(c) with the written consent of the Holder. If any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then the Company shall pay the applicable Amortization Amount to the Holder within three (3) days of such Amortization Date, by wire transfer of immediately available funds. In addition, if any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then, at the Holder’s option, either (I) the Holder shall return any Pre-Amortization Conversion Shares delivered in connection with the applicable Amortization Date or (II) the applicable Amortization Amount shall be reduced by the product of (X) the Amortization Amount applicable to such Amortization Date multiplied by (Y) the Conversion Share Ratio. If, with respect to an Amortization Date, the number of Pre-Amortization Conversion Shares delivered to the Holder exceeds the number of Post-Amortization Conversion Shares with respect to such Amortization Date, then the number of shares of Common Stock equal to such excess shall constitute a credit against the number of shares of Common Stock to be issued to such Holder pursuant to this Section 2(c), at the option of the Holder, either (x) against any conversion of this Note pursuant to Section 4 as selected by the Holder or (y) on the Maturity Date, the aggregate principal amount of all New Term Loans outstanding on such date; provided that if any New Term Loan would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code and a deduction for interest on such New Term Loan would be deferred or disallowed under Section 163(e)(5) of the Code, at the end of the first accrual period ending after the fifth anniversary of the New Term Closing Date or, if earlierapplicable, the last Amortization Senior Toggle Funding Date (the “AHYDO Repurchase Date”), reducing the number Borrower shall be required to pay or purchase for cash a portion of shares such New Term Loan then outstanding equal to the Mandatory Principal Repurchase Amount (the “Mandatory Principal Repurchase”). The payment amount or purchase price for the portion of Common Stock each New Term Loan that is paid or repurchased pursuant to a Mandatory Principal Repurchase will be 100% of the principal amount of such portion plus any accrued interest thereon on the payment or repurchase date. The “Mandatory Principal Repurchase Amount” shall mean the portion of each New Term Loan required to be actually issued by paid or repurchased to prevent such New Term Loan from being treated as an “applicable high yield discount obligation” within the Company meaning of Section 163(i)(1) of the Code. No partial prepayment of a New Term Loan prior to the Holder on such date by AHYDO Repurchase Date will alter the amount of such excess on a share-for-share basis. Delivery of shares of Common Stock for an Amortizing Conversion shall be made in accordance with the provisions of Section 4(c) below. The Company may elect Borrower’s obligation to make a payment of the Amortization Amount in cash to the Holder upon notice to the Holder. If the Company elects or is required to pay the Amortization Amount in cash, in whole or in part, in accordance with this Section 2(c), then the amount shall be paid in cash on the applicable Amortization Date by wire transfer to the Holder of immediately available funds in an amount equal to the applicable Amortization AmountMandatory Principal Repurchase.

Amortization. Beginning There shall be no amortization of Revolving Loans or Tranche B Term Loans. Commencing with the first full fiscal quarter following the Closing Date, the Tranche A Term Loans shall be repaid in equal quarterly installments of 1.00% per annum of the original principal amount of the Tranche A Term Loans on each December 31, March 31, June 30 and September 30, with the balance payable on the sixth-month anniversary of Term Loan A Maturity Date. Borrowing Base and Borrowing Base Redetermination: Availability under the date of Revolving Facility shall be subject to a reducing borrowing base (the Original Issue Date and on the monthly anniversary of such day for each succeeding month thereafter through and including the Maturity Date (each, an “Amortization DateBorrowing Base”), which shall be initially determined and periodically redetermined (each such redetermination a “Borrowing Base Redetermination”) and reduced as set forth below.On the Company shall pay to the Holder an amount equal to the Amortization Amount for such Amortization Date. At least five Trading Days prior to each Amortization Plan Effective Date, the Company initial Borrowing Base shall notify the Holder be deemed to equal $65 million. Thereafter, a Borrowing Base Redetermination shall occur on each April 1 and October 1 commencing on April 1, 2020 (the date “First Scheduled Redetermination Date”).Interim Borrowing Base Redeterminations shall be implemented (a) upon the request of each such notificationthe First-Out Agent or the requisite Lenders (“Lender Wild Card Redetermination”), or if (b) after the First Scheduled Redetermination Date, upon the request of the Borrower; provided that (i) that there shall be no Lender Wild Card Redetermination prior to the First Scheduled Redetermination Date, (ii) there shall be no more than one Lender Wild Card Redetermination between each scheduled Borrowing Base Redetermination, and (iii) there shall be no more than one interim Borrowing Base Redetermination made at the request of the Borrower between each scheduled Borrowing Base Xxxxxxxxxxxxxxx.Xx the event the total outstanding balance of the Revolving Loans and other revolving credit exposure is greater than the then-effective Borrowing Base (such notice is not timely providedexcess, a “Borrowing Base Deficiency”) as a result of a Borrowing Base Redetermination, the date Borrower shall, within 15 days after notice from First-Out Agent of such Borrowing Base Deficiency, notify First-Out Agent of the Borrower’s election to exercise one, or a combination of, the following options in order to cure such Borrowing Base Deficiency: (a) repay the Borrowing Base Deficiency in a single lump sum for application to the Revolving Loans and other revolving credit exposure or (b) repay the Borrowing Base Deficiency in six monthly installments equal to one-sixth of such Borrowing Base Deficiency with the first such installment due 30 days after notice should have been provided, an “Amortization Notice Date”, from First-Out Agent of such Borrowing Base Deficiency and such notice, an “Amortization Notice”) whether each following installment due 30 days after the Amortization Amount will be paid in cash or pursuant preceding installment for application to an Amortizing Conversion the Revolving Loans and other revolving credit exposure. Mandatory Borrowing Base Reductions Any disposition of Oil and Gas Properties (as defined below). If such notice is not timely provided, in the Amortization Amount Prepetition Credit Agreement) (including through casualty and condemnation) and the net effect of hedge modifications and early terminations of xxxxxx shall be paid pursuant to result in an Amortizing Conversion. No later than two (2) Trading Days after delivery or deemed delivery (as applicable) automatic reduction of the applicable Amortization Notice electing, in whole or in part, an Amortizing Conversion, the Company shall deliver to the Holder’s account with DTC such number of shares of Common Stock (the “Pre-Amortization Conversion Shares”) equal to the quotient of (x) such Amortization Amount divided by (y) the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 70% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Notice Date, and as to which the Holder shall be the owner thereof as of such time of delivery or deemed delivery (as the case may be) of such Amortization Notice. On each Amortization Date on which the Amortization Amount is to be paid in shares of Common Stock rather than cash, the Company shall pay to the Holder of this Debenture the applicable Amortization Amount due on such date by converting (each an “Amortizing Conversion”) such Amortization Amount in accordance with Section 4(c), except that (A) the Conversion Price shall be equal to the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 70% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Date and (B) such shares of Common Stock shall be delivered to the Holder on the Amortization Date. The number of shares of Common Stock to be delivered upon such Amortizing Conversion shall be reduced by the number of any Pre-Amortization Conversion Shares delivered in connection with such Amortization Date. Notwithstanding the foregoing, the Company shall not be entitled to effect an Amortizing Conversion with respect to any portion of such Amortization Amount and shall be required to pay the entire amount of such Amortization Amount in cash if the Equity Conditions are not true and correct from the Amortization Notice Date through the Amortization Date, except that the Company may still issue shares on the applicable Amortization Date in accordance with Section 4(c) with the written consent of the Holder. If any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then the Company shall pay the applicable Amortization Amount to the Holder within three (3) days of such Amortization Date, by wire transfer of immediately available funds. In addition, if any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then, at the Holder’s option, either (I) the Holder shall return any Pre-Amortization Conversion Shares delivered in connection with the applicable Amortization Date or (II) the applicable Amortization Amount shall be reduced by the product of (X) the Amortization Amount applicable to such Amortization Date multiplied by (Y) the Conversion Share Ratio. If, with respect to an Amortization Date, the number of Pre-Amortization Conversion Shares delivered to the Holder exceeds the number of Post-Amortization Conversion Shares with respect to such Amortization Date, then the number of shares of Common Stock equal to such excess shall constitute a credit against the number of shares of Common Stock to be issued to such Holder pursuant to this Section 2(c), at the option of the Holder, either (x) against any conversion of this Note pursuant to Section 4 as selected by the Holder or (y) on the Maturity Date, or, if earlier, the last Amortization Date, reducing the number of shares of Common Stock required to be actually issued by the Company to the Holder on such date by the amount of such excess on a share-for-share basis. Delivery of shares of Common Stock for an Amortizing Conversion shall be made in accordance with the provisions of Section 4(c) below. The Company may elect to make a payment of the Amortization Amount in cash to the Holder upon notice to the Holder. If the Company elects or is required to pay the Amortization Amount in cash, in whole or in part, in accordance with this Section 2(c), then the amount shall be paid in cash on the applicable Amortization Date by wire transfer to the Holder of immediately available funds Borrowing Base in an amount equal to 75% of the net cash proceeds received by the applicable Amortization AmountLoan Party in connection with such disposition, hedge modification or hedge termination, with a corresponding permanent reduction in the Maximum Revolving Commitments.

Amortization. Beginning on the sixth-month anniversary of the date of the Original Issue Date and on the monthly anniversary of such day for each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”), the The Company shall pay make an amortization payment with respect to the Holder an amount this Note equal to the applicable Amortization Amount for such Payment on each Amortization Date. At Each such Amortization Payment shall be paid to Holder in cash on each Amortization Date in accordance with this Section 4. Notwithstanding the foregoing: (i) by delivering a written notice to the Company at least five (5) Trading Days prior to each the applicable Amortization Date, the Holder may, in its sole discretion, defer any Amortization Payment (including any prior Deferred Amortization Payment) (or any portion thereof) one or more times prior to the applicable Amortization Date to any subsequent Amortization Date (in which case such deferred Amortization Payment shall become a “Deferred Amortization Payment”), in which case, on the applicable Amortization Date, the Company shall notify will pay the Holder an amount in cash equal to such Amortization Payment (the date of each such notification, or if such notice is not timely provided, the date such notice should have been provided, an “including any Deferred Amortization Notice Date”, and such notice, an “Amortization Notice”Payments) whether the Amortization Amount will to be paid in cash or pursuant to an Amortizing Conversion (as defined below). If on such notice is not timely provided, the Amortization Amount shall be paid pursuant to an Amortizing Conversion. No later than two (2) Trading Days after delivery or deemed delivery (as applicable) of the applicable Amortization Notice electing, in whole or in part, an Amortizing Conversion, the Company shall deliver to the Holder’s account with DTC such number of shares of Common Stock (the “Pre-Amortization Conversion Shares”) equal to the quotient of (x) such Amortization Amount divided by (y) the lesser of (i) the Conversion Price calculated in accordance with 4(b), date; and (ii) 70the Holder shall have the right to convert any Partial Amortization Payment or Deferred Amortization Payment (or any applicable portion thereof) into Common Stock pursuant to Section 5 hereof at any time prior to the receipt of the applicable Partial Amortization Payment or Deferred Amortization Payment from the Company. Notwithstanding anything to the contrary contained in this Note or in any other Transaction Document, no Amortization Payment shall be due on February 1, 2024 or May 1, 2024 (or for the avoidance of doubt, June 1, 2024), and the first Amortization Date shall be August 1, 2024, on which date an Amortization Payment in an aggregate amount equal to 33.33% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Notice Date, and as to which the Holder shall be the owner thereof as of such time of delivery or deemed delivery (as the case may be) of such Amortization Notice. On each Amortization Date on which the Amortization Stated Principal Amount is to be paid in shares of Common Stock rather than cash, the Company shall pay to the Holder of this Debenture the applicable Amortization Amount due on such date by converting (each an “Amortizing Conversion”) such Amortization Amount in accordance with Section 4(c), except that (A) the Conversion Price shall be equal to the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 70% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Date and (B) such shares of Common Stock shall be delivered to the Holder on the Amortization Date. The number of shares of Common Stock to be delivered upon such Amortizing Conversion shall be reduced by the number of any Pre-Amortization Conversion Shares delivered in connection with such Amortization Date. Notwithstanding the foregoing, the Company shall not be entitled to effect an Amortizing Conversion with respect to any portion of such Amortization Amount and shall be required to pay the entire amount of such Amortization Amount in cash if the Equity Conditions are not true and correct from the Amortization Notice Date through the Amortization Date, except that the Company may still issue shares on the applicable Amortization Date in accordance with Section 4(c) with the written consent of the Holder. If any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then the Company shall pay the applicable Amortization Amount to the Holder within three (3) days of such Amortization Date, by wire transfer of immediately available funds. In addition, if any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then, at the Holder’s option, either (I) the Holder shall return any Pre-Amortization Conversion Shares delivered in connection with the applicable Amortization Date or (II) the applicable Amortization Amount shall be reduced by the product of (X) the Amortization Amount applicable to such Amortization Date multiplied by (Y) the Conversion Share Ratio. If, with respect to an Amortization Date, the number of Pre-Amortization Conversion Shares delivered to the Holder exceeds the number of Post-Amortization Conversion Shares with respect to such Amortization Date, then the number of shares of Common Stock equal to such excess shall constitute a credit against the number of shares of Common Stock to be issued to such Holder pursuant to this Section 2(c), at the option of the Holder, either (x) against any conversion of this Note pursuant to Section 4 as selected by the Holder or (y) on the Maturity Date, or, if earlier, the last Amortization Date, reducing the number of shares of Common Stock required to be actually issued by the Company to the Holder on such date by the amount of such excess on a share-for-share basis. Delivery of shares of Common Stock for an Amortizing Conversion shall be made in accordance with the provisions of Section 4(c) below. The Company may elect to make a payment of the Amortization Amount in cash to the Holder upon notice to the Holder. If the Company elects or is required to pay the Amortization Amount in cash, in whole or in part, in accordance with this Section 2(c), then the amount shall be paid in cash on the applicable Amortization Date by wire transfer to the Holder of immediately available funds in an amount equal to the applicable Amortization Amountdue and payable.”

Amortization. Beginning on the sixthseven-month anniversary of the date of the Original Issue Date and on the monthly anniversary of such day for each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”), the Company shall pay to the Holder an amount equal to the Amortization Amount for such Amortization Date. At least five Trading Days prior to each Amortization Date, the Company shall notify the Holder (the date of each such notification, or if such notice is not timely provided, the date such notice should have been provided, an “Amortization Notice Date”, and such notice, an “Amortization Notice”) of whether the Amortization Amount will be paid in cash or pursuant to an Amortizing Conversion (as defined below). If such notice is not timely provided, the Amortization Amount shall be paid pursuant to an Amortizing Conversion. No later than two (2) Trading Days after delivery or deemed delivery (as applicable) of the applicable Amortization Notice electing, in whole or in part, an Amortizing Conversion, the Company shall deliver to the Holder’s account with DTC such number of shares of Common Stock (the “Pre-Amortization Conversion Shares”) equal to the quotient of (x) such Amortization Amount divided by (y) the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 7075% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Notice Date, and as to which the Holder shall be the owner thereof as of such time of delivery or deemed delivery (as the case may be) of such Amortization Notice. On each Amortization Date on which the Amortization Amount is to be paid in shares of Common Stock rather than cash, the Company shall pay to the Holder of this Debenture the applicable Amortization Amount due on such date by converting (each an “Amortizing Conversion”) such Amortization Amount in accordance with Section 4(c), except that (A) the Conversion Price shall be equal to the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 7075% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Date and (B) such shares of Common Stock shall be delivered to the Holder on the Amortization Date. The number of shares of Common Stock to be delivered upon such Amortizing Conversion shall be reduced by the number of any Pre-Amortization Conversion Shares delivered in connection with such Amortization Date. Notwithstanding the foregoing, the Company shall not be entitled to effect an Amortizing Conversion with respect to any portion of such Amortization Amount and shall be required to pay the entire amount of such Amortization Amount in cash if the Equity Conditions are not true and correct from the Amortization Notice Date through the Amortization Date, except that the Company may still issue shares on the applicable Amortization Date in accordance with Section 4(c) with the written consent of the Holder. If any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then the Company shall pay the applicable Amortization Amount to the Holder within three (3) days of such Amortization Date, by wire transfer of immediately available funds. In addition, if any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then, at the Holder’s option, either (I) the Holder shall return any Pre-Amortization Conversion Shares delivered in connection with the applicable Amortization Date or (II) the applicable Amortization Amount shall be reduced by the product of (X) the Amortization Amount applicable to such Amortization Date multiplied by (Y) the Conversion Share Ratio. If, with respect to an Amortization Date, the number of Pre-Amortization Conversion Shares delivered to the Holder exceeds the number of Post-Amortization Conversion Shares with respect to such Amortization Date, then the number of shares of Common Stock equal to such excess shall constitute a credit against the number of shares of Common Stock to be issued to such Holder pursuant to this Section 2(c), at the option of the Holder, either (x) against any conversion of this Note pursuant to Section 4 as selected by the Holder or (y) on the Maturity Date, or, if earlier, the last Amortization Date, reducing the number of shares of Common Stock required to be actually issued by the Company to the Holder on such date by the amount of such excess on a share-for-share basis. Delivery of shares of Common Stock for an Amortizing Conversion shall be made in accordance with the provisions of Section 4(c) below. The Company may elect to make a payment of the Amortization Amount in cash to the Holder upon notice to the Holder. If the Company elects or is required to pay the Amortization Amount in cash, in whole or in part, in accordance with this Section 2(c), then the amount shall be paid in cash on the applicable Amortization Date by wire transfer to the Holder of immediately available funds in an amount equal to the applicable Amortization Amount.

Amortization. Beginning on the sixth-month anniversary of the date of the Original Issue Date applicable Funding Date, and on the monthly anniversary of such day for each succeeding month thereafter through and including the any Maturity Date (each, an “Amortization Date”), the Company shall pay to the Holder an amount equal to the Amortization Amount for such Amortization Date. At least five Trading Days prior to each Amortization Date, the Company shall notify the Holder (the date of each such notification, or if such notice is not timely provided, the date such notice should have been provided, an “Amortization Notice Date”, and such notice, an “Amortization Notice”) whether the Amortization Amount will be paid in cash or pursuant to an Amortizing Conversion (as defined below). If such notice is not timely provided, the Amortization Amount shall be paid pursuant to an Amortizing Conversion. No later than two (2) Trading Days after delivery or deemed delivery (as applicable) of the applicable Amortization Notice electing, in whole or in part, an Amortizing Conversion, the Company shall deliver to the Holder’s account with DTC such number of shares of Common Stock (the “Pre-Amortization Conversion Shares”) equal to the quotient of (x) such Amortization Amount divided by (y) the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 7060% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Notice Date, and as to which the Holder shall be the owner thereof as of such time of delivery or deemed delivery (as the case may be) of such Amortization Notice. On each Amortization Date on which the Amortization Amount is to be paid in shares of Common Stock rather than cash, the Company shall pay to the Holder of this Debenture the applicable Amortization Amount due on such date by converting (each an “Amortizing Conversion”) such Amortization Amount in accordance with Section 4(c), except that (A) the Conversion Price shall be equal to the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 7060% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Date and (B) such shares of Common Stock shall be delivered to the Holder on the Amortization Date. The number of shares of Common Stock to be delivered upon such Amortizing Conversion shall be reduced by the number of any Pre-Amortization Conversion Shares delivered in connection with such Amortization Date. Notwithstanding the foregoing, the Company shall not be entitled to effect an Amortizing Conversion with respect to any portion of such Amortization Amount and shall be required to pay the entire amount of such Amortization Amount in cash if the Equity Conditions are not true and correct from the Amortization Notice Date through the Amortization Date, except that the Company may still issue shares on the applicable Amortization Date in accordance with Section 4(c) with the written consent of the Holder. If any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then the Company shall pay the applicable Amortization Amount to the Holder within three (3) days of such Amortization Date, by wire transfer of immediately available funds. In addition, if any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then, at the Holder’s option, either (I) the Holder shall return any Pre-Amortization Conversion Shares delivered in connection with the applicable Amortization Date or (II) the applicable Amortization Amount shall be reduced by the product of (X) the Amortization Amount applicable to such Amortization Date multiplied by (Y) the Conversion Share Ratio. If, with respect to an Amortization Date, the number of Pre-Amortization Conversion Shares delivered to the Holder exceeds the number of Post-Amortization Conversion Shares with respect to such Amortization Date, then the number of shares of Common Stock equal to such excess shall constitute a credit against the number of shares of Common Stock to be issued to such Holder pursuant to this Section 2(c), at the option of the Holder, either (x) against any conversion of this Note pursuant to Section 4 as selected by the Holder or (y) on the Maturity Date, or, if earlier, the last Amortization Date, reducing the number of shares of Common Stock required to be actually issued by the Company to the Holder on such date by the amount of such excess on a share-for-share basis. Delivery of shares of Common Stock for an Amortizing Conversion shall be made in accordance with the provisions of Section 4(c) below. The Company may elect to make a payment of the Amortization Amount in cash to the Holder upon notice to the Holder. If the Company elects or is required to pay the Amortization Amount in cash, in whole or in part, in accordance with this Section 2(c), then the amount shall be paid in cash on the applicable Amortization Date by wire transfer to the Holder of immediately available funds in an amount equal to the applicable Amortization Amount.

Amortization. Beginning Amortizing payments of the aggregate principal amount, interest and other amounts outstanding under this Debenture at any time (the “Amortization Amount”) shall be made by the Company beginning on the sixththree-month anniversary of the date of the Original Issue Date and on the monthly anniversary of such day for each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”), the Company shall pay to the Holder an amount equal to the Amortization Amount for such Amortization Date. At least five three Trading Days prior to each Amortization Date, the Company shall notify the Holder (the date of each such notification, or if such notice is not timely provided, the date such notice should have been provided, an “Amortization Notice Date”, and such notice, an “Amortization Notice”) of whether the Amortization Amount will be paid in cash or pursuant to an Amortizing Conversion (as defined below). If such notice is not timely provided, the Amortization Amount shall be paid pursuant to an Amortizing Conversion. No later than two (2) Trading Days after delivery or deemed delivery (as applicable) With the prior written consent of the applicable Amortization Notice electing, in whole or in part, an Amortizing ConversionHolder, the Company shall deliver to the Holder’s account with DTC such number of shares of Common Stock (the “Pre-Amortization Conversion Shares”) equal to the quotient of (x) such Amortization Amount divided by (y) the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 70% may accelerate any or all of the average of the VWAP for the five Trading Day period ending onamortization payments, and including, the Trading Day immediately preceding the Amortization Notice Date, and as to which the Holder shall be the owner thereof as of such time of delivery or deemed delivery (as the case may be) of such Amortization Noticeportions thereof. On each applicable Amortization Date on which the Amortization Amount is to be paid in shares of Common Stock rather than cashDate, the Company shall pay to the Holder of this Debenture the applicable Amortization Amount due on such date by converting (each an “Amortizing Conversion”) such Amortization Amount in accordance with Section 4(c), except that (A) the Conversion Price shall be equal to the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 7085% of the average of lowest VWAP during the VWAP for the five seven Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Date and (B) such shares of Common Stock shall be delivered to the Holder on the Amortization Date. The number of shares of Common Stock to be delivered upon such Amortizing Conversion shall be reduced by the number of any Pre-Amortization Conversion Shares delivered in connection with such Amortization Date. Notwithstanding the foregoing, the Company shall not be entitled to effect an Amortizing Conversion with respect to any portion of such Amortization Amount and shall be required to pay the entire amount of such Amortization Amount in cash if the Equity Conditions are not true and correct from the Amortization Notice Date through the Amortization Date, except that the Company may still issue shares on the applicable Amortization Date in accordance with Section 4(c) with the written consent of the Holder. If any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then the Company shall pay the applicable Amortization Amount to the Holder within three (3) days of such Amortization Date, by wire transfer of immediately available funds. In addition, if any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then, at the Holder’s option, either (I) the Holder shall return any Pre-Amortization Conversion Shares delivered in connection with the applicable Amortization Date or (II) the applicable Amortization Amount shall be reduced by the product of (X) the Amortization Amount applicable to such Amortization Date multiplied by (Y) the Conversion Share Ratio. If, with respect to an Amortization Date, the number of Pre-Amortization Conversion Shares delivered to the Holder exceeds the number of Post-Amortization Conversion Shares with respect to such Amortization Date, then the number of shares of Common Stock equal to such excess shall constitute a credit against the number of shares of Common Stock to be issued to such Holder pursuant to this Section 2(c), at the option of the Holder, either (x) against any conversion of this Note pursuant to Section 4 as selected by the Holder or (y) on the Maturity Date, or, if earlier, the last Amortization Date, reducing the number of shares of Common Stock required to be actually issued by the Company to the Holder on such date by the amount of such excess on a share-for-share basis. Delivery of shares of Common Stock for an Amortizing Conversion shall be made in accordance with the provisions of Section 4(c) below. The Company may elect to make a payment of the Amortization Amount in cash to the Holder upon notice to the Holder. If the Company elects or is required to pay the Amortization Amount in cash, in whole or in part, in accordance with this Section 2(c), then the amount shall be paid in cash on the applicable Amortization Date by wire transfer to the Holder of immediately available funds in an amount equal to 110% of the applicable Amortization Amount.

Amortization. Beginning on the sixth-month anniversary of the date of the Original Issue Date and on the monthly anniversary of such day for each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”), the The Company shall pay make an amortization payment with respect to the Holder an amount this Note equal to the applicable Amortization Amount for such Payment on each Amortization Date. At Each such Amortization Payment shall be paid to Holder in cash on each Amortization Date in accordance with this Section 4. Notwithstanding the foregoing: (i) by delivering a written notice to the Company at least five (5) Trading Days prior to each the applicable Amortization Date, the Holder may, in its sole discretion, defer any Amortization Payment (including any prior Deferred Amortization Payment) (or any portion thereof) one or more times prior to the applicable Amortization Date to any subsequent Amortization Date (in which case such deferred Amortization Payment shall become a “Deferred Amortization Payment”), in which case, on the applicable Amortization Date, the Company shall notify will pay the Holder an amount in cash equal to such Amortization Payment (the date of each such notification, or if such notice is not timely provided, the date such notice should have been provided, an “including any Deferred Amortization Notice Date”, and such notice, an “Amortization Notice”Payments) whether the Amortization Amount will to be paid in cash or pursuant to an Amortizing Conversion (as defined below). If on such notice is not timely provided, the Amortization Amount shall be paid pursuant to an Amortizing Conversion. No later than two (2) Trading Days after delivery or deemed delivery (as applicable) of the applicable Amortization Notice electing, in whole or in part, an Amortizing Conversion, the Company shall deliver to the Holder’s account with DTC such number of shares of Common Stock (the “Pre-Amortization Conversion Shares”) equal to the quotient of (x) such Amortization Amount divided by (y) the lesser of (i) the Conversion Price calculated in accordance with 4(b), date; and (ii) 70the Holder shall have the right to convert any Partial Amortization Payment or Deferred Amortization Payment (or any applicable portion thereof) into Common Stock pursuant to Section 5 hereof at any time prior to the receipt of the applicable Partial Amortization Payment or Deferred Amortization Payment from the Company. Notwithstanding anything to the contrary contained in this Note or in any other Transaction Document, no Amortization Payment shall be due on February 1, 2024 or May 1, 2024, and the first Amortization Date shall be June 1, 2024, on which date an Amortization Payment in an aggregate amount equal to 22.22% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Notice Date, and as to which the Holder shall be the owner thereof as of such time of delivery or deemed delivery (as the case may be) of such Amortization Notice. On each Amortization Date on which the Amortization Stated Principal Amount is to be paid in shares of Common Stock rather than cash, the Company shall pay to the Holder of this Debenture the applicable Amortization Amount due on such date by converting (each an “Amortizing Conversion”) such Amortization Amount in accordance with Section 4(c), except that (A) the Conversion Price shall be equal to the lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii) 70% of the average of the VWAP for the five Trading Day period ending on, and including, the Trading Day immediately preceding the Amortization Date and (B) such shares of Common Stock shall be delivered to the Holder on the Amortization Date. The number of shares of Common Stock to be delivered upon such Amortizing Conversion shall be reduced by the number of any Pre-Amortization Conversion Shares delivered in connection with such Amortization Date. Notwithstanding the foregoing, the Company shall not be entitled to effect an Amortizing Conversion with respect to any portion of such Amortization Amount and shall be required to pay the entire amount of such Amortization Amount in cash if the Equity Conditions are not true and correct from the Amortization Notice Date through the Amortization Date, except that the Company may still issue shares on the applicable Amortization Date in accordance with Section 4(c) with the written consent of the Holder. If any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then the Company shall pay the applicable Amortization Amount to the Holder within three (3) days of such Amortization Date, by wire transfer of immediately available funds. In addition, if any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Amortization Date or on such date a Amortizing Conversion is not otherwise permitted under any other provision of this Note, then, at the Holder’s option, either (I) the Holder shall return any Pre-Amortization Conversion Shares delivered in connection with the applicable Amortization Date or (II) the applicable Amortization Amount shall be reduced by the product of (X) the Amortization Amount applicable to such Amortization Date multiplied by (Y) the Conversion Share Ratio. If, with respect to an Amortization Date, the number of Pre-Amortization Conversion Shares delivered to the Holder exceeds the number of Post-Amortization Conversion Shares with respect to such Amortization Date, then the number of shares of Common Stock equal to such excess shall constitute a credit against the number of shares of Common Stock to be issued to such Holder pursuant to this Section 2(c), at the option of the Holder, either (x) against any conversion of this Note pursuant to Section 4 as selected by the Holder or (y) on the Maturity Date, or, if earlier, the last Amortization Date, reducing the number of shares of Common Stock required to be actually issued by the Company to the Holder on such date by the amount of such excess on a share-for-share basis. Delivery of shares of Common Stock for an Amortizing Conversion shall be made in accordance with the provisions of Section 4(c) below. The Company may elect to make a payment of the Amortization Amount in cash to the Holder upon notice to the Holder. If the Company elects or is required to pay the Amortization Amount in cash, in whole or in part, in accordance with this Section 2(c), then the amount shall be paid in cash on the applicable Amortization Date by wire transfer to the Holder of immediately available funds in an amount equal to the applicable Amortization Amountdue and payable.”