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 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 a) The Borrower will amortize the sixth-month anniversary of Loan as stipulated in 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 (eachSchedule attached hereto, 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 subject to any portion of other changes in 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 amortization as communicated later 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 Lender to the Holder within three (3) days Borrower. However, in the event of such Amortization Datedelay or advancement, by wire transfer of immediately available funds. In additionfor any reason whatsoever, if any in the disbursement 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 DateLoan, the number Due Date of Pre-Amortization Conversion Shares delivered payment of first EMI shall in such case be the corresponding day of the following months to the Holder exceeds day currently stated in 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 Schedule attached hereto. b) The Borrower 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 also pay to the Holder on such date by Lender PEMII every month, until commencement of EMI. c) The Borrower agrees that the repayment of 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 Lender shall be made payable at the place where the branch of the Lender is situated or such other notified by the Lender to the Borrower by way of PDC an/or SI and/or ECS, 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 Lender on the applicable Amortization Due Date of EMI. In the event of any dishonour of PDC/SI/ECS instruction the Borrower agrees to pay a dishonour charge as mentioned in the Schedule attached hereto, in addition to any additional interest that may be levied by wire transfer the Lender. In the event of any variation in: i) the date of payment of EMIs or ii) the amount of interest, principal or EMIs or iii) the numbers thereof, the Borrower agrees and undertakes to forthwith issue fresh PDCs/ ECS/SI instructions to the Holder Lender as may be required by the Lender. d) Notwithstanding what is stated in this Agreement above and in the Schedule attached hereto, the Lender shall have the right at any time or from time to time to review and reschedule the repayment terms of immediately available funds the Loan or of the outstanding amount thereof in an such manner and to such extent as the Lender may in its sole discretion decide. In such event/s the Borrower shall repay the Loan or the outstanding amount equal thereof as per the revised Schedule as may be determined by the Lender in its sole discretion and communicated to the applicable Amortization AmountBorrower by the Lender in writing.

Amortization. Beginning on a) The Borrower will amortise the sixth-month anniversary Loan as stipulated in Schedule hereto, subject to any other changes in such amortisation as communicated later in writing 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 MI 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 hereto. b) The Borrower shall also pay to the Holder an Lender PMII, until commencement of MI. c) The Borrower agrees that the repayment of the amount equal of the Loan together with interest, further interest, additional interest and all such other sums due and payable by the Borrower 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 Lender shall be paid pursuant to an Amortizing Conversion. No later than two (2) Trading Days after delivery or deemed delivery (as applicable) payable at the place where the branch of the applicable Amortization Notice electing, in whole Lender is situated or in part, an Amortizing Conversion, such other place notified by the Company shall deliver Lender 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 Borrower 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 following ways/modes: i) Post dated Cheques (or waived in writing “PDC”) ii) Electronic Clearing System as notified by RBI (“ECS”) iii) Deduction from Borrower's salary (“Salary debit method”) iv) Standing Instructions (SI) v) Debit Notes/Bills raised 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 Lender Details whereof are mentioned in 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) belowSchedule 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 Lender on the applicable Amortization Date due date of MI. In the event of any dishonor of PDC/SI/ECS instruction the Borrower agrees to separately pay the amount of installment together with dishonor charges as mentioned in the Schedule hereto, in addition to any additional interest that may be levied by wire transfer the Lender. In the event of any variation in: the date of payment of PMII or the Monthly Installment or the amount of interest, principal or Monthly Installment or PMII or the numbers thereof, the Borrower agrees and undertakes to forthwith issue fresh PDCs/ ECS/SI instructions to the Holder Lender as may be required by the Lender. While all necessary steps would be taken by RCFL to ensure safe holding of the Post-dated Cheques and having the same picked up, processed and cleared through agents, courier agencies, correspondent bank(s), the same will be entirely at the Borrower's risk and cost. In the event any Post-dated Cheque issued as above by the Borrower is lost in transit or misplaced or for any reason RCFL is not able to put the cheque in clearing, the Borrower agrees to give replacement cheque(s) to RCFL immediately available funds upon receipt of a written request from RCFL in an this regard. d) Notwithstanding what is stated in Article 2.7(a) above and in Schedule hereto, the Lender shall have the right at any time or from time to time to review and reschedule the repayment terms of the Loan or of the outstanding amount equal thereof in such manner and to such extent as the Lender may in its sole discretion decide. In such event/s the Borrower shall repay the Loan or the outstanding amount thereof as per the revised Schedule as may be determined by the Lender in its sole discretion and communicated to the applicable Amortization AmountBorrower by the Lender in writing. e) In case if any amount is prepaid by the Borrower, the same shall be adjusted first towards the incidental charges, Additional Interest, Monthly Installment outstanding and balance towards the principal amount of the Loan or as may be decided by the Lender at its sole discretion. f) The Lender shall have the right to require the Borrower to furnish such information/documents concerning his employment, trade, business or profession at any time and the Borrower shall furnish such information/documents immediately.

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 on a) The Borrower will amortise the sixth-month anniversary Loan as stipulated in the Schedule hereto, subject to any other changes in such amortisation as communicated later in writing 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 Monthly Installment shall in such case be the corresponding day of the Original Issue Date and on following months 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 hereto. b) The Borrower shall also pay to the Holder an Lender PMII, until commencement of Monthly Installment. c) The Borrower agrees that the repayment of the amount equal of the Loan together with interest, further interest, Additional interest and all such other sums due and payable by the Borrower 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 Lender shall be paid pursuant to an Amortizing Conversion. No later than two (2) Trading Days after delivery or deemed delivery (as applicable) payable at the place where the branch/office of the applicable Amortization Notice electing, in whole Lender is situated or in part, an Amortizing Conversion, such other place notified by the Company shall deliver Lender 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 Borrower 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 following ways/modes: i) Post dated Cheques (“PDC”); ii) Electronic Clearing System as notified by RBI (“ECS”); iii) Deduction from Borrower`s salary (“Salary debit method”), iv) Standing Instructions (SI) details whereof are not satisfied (or waived mentioned in writing the Schedule hereto, v) Debit Notes/bills raised 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. Lender 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 Lender on the applicable Amortization Date due date of Monthly Installment. In the event of any dishonour of PDC/SI/ECS instruction the Borrower agrees to pay dishonour charges as mentioned in the Schedule hereto, in addition to any Additional interest that may be levied by wire transfer the Xxxxxx.Xx the event of any variation in: the date of payment of Monthly Installment or the amount of Interest, principal or Monthly Installment or the numbers thereof, the Borrower agrees and undertakes to forthwith issue fresh PDCs/ECS/SI instructions to the Holder Lender/its banker, as may be required by the Lender. d) Notwithstanding what is stated in Article 2.7(a) above and in Schedule hereto,, the Lender shall have the right at any time or from time to time to review and reschedule the repayment terms of immediately available funds the Loan or of the outstanding amount thereof in an such manner and to such extent as the Lender may in its sole discretion decide. In such event/s the Borrower shall repay the Loan or the outstanding amount equal thereof as per the revised Schedule as may be determined by the Lender in its sole discretion and communicated to the applicable Amortization AmountBorrower by the Lender in writing. e) In case if any amount is prepaid by the Borrower, the same shall be adjusted first towards the incidental charges, Additional Interest, Monthly Installment outstanding and balance towards the principal amount of the Loan f) The Lender shall have the right to require the Borrower to furnish such information/documents concerning his employment, trade, business or profession at any time and the Borrower shall furnish such information/documents immediately. g) In case where the Loan has been granted for the purchase of multiple Car(s) from different suppliers/manufacturers, it is specifically understood and agreed by the Borrower that RCL will for its accounting purposes be reflecting/subdividing the aforesaid Loan into separate sub-accounts corresponding in number to the number of Cars financed. It is further agreed that any payment made by the Borrower to RCL shall be apportioned by RCL proportionately in each of the said account. Notwithstanding above, RCL shall be entitled at its discretion to appropriate any payment received by the Borrower (either in part or in full) against any such sub-account.

Amortization. Beginning The Borrower will amortize the 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 Loan, the Due Date of payment of first EMI shall in such case be the corresponding day of the following month to the day currently stated in the Schedule I attached hereto. The Borrower shall also pay to AHFL PEMI every month, until commencement of EMI. The Borrower agrees that the repayment of the amount of the Loan together with interest, additional interest and all such other sums due and payable by the Borrower to the AHFL shall be 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 the Schedule attached hereto. The Borrower agrees that the amount shall be remitted to the AHFL on the sixthDue Date of EMI. In the event of any dishonor of Post-month anniversary 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 AHFL. Further in Event of any default, AHFL shall reserve all the date of rights to represent the Original Issue Date and on the monthly anniversary of such day for each succeeding month thereafter through and including the Maturity Date Post-Dated Cheques (each, an PDC)/ auto debit /Electronic Clearing System (ECS)/National Automatic Clearing Housing (NACH)/demand draft (“Amortization DatePayment Instructions”), to recover the Company shall pay 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 an amount equal credit of AHFL’s account are insufficient to honor the Payment Instruction or any other reason, excluding reasons not attributable to the Amortization Amount for such Amortization Date. At least five Trading Days prior to each Amortization Date, fault of 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 belowBorrower(s). If such notice is not timely provided, In 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) event 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 any variation in: (i) the Conversion Price calculated in accordance with 4(b), and date of payment of EMls or (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 basisinterest, principal or EMls or the numbers thereof, the Borrower agrees and undertakes to forthwith issue fresh Payment Instructions to the AHFL as may be required by AHFL. Delivery of shares of Common Stock for an Amortizing Conversion Notwithstanding what is stated in this Agreement above and in the Schedule attached hereto, AHFL shall be made in accordance with have the provisions of Section 4(c) below. The Company may elect right at any time or from time to make a payment time to review and reschedule the repayment terms of the Amortization Amount Loan or of the outstanding amount thereof in cash such manner and to such extent as AHFL may in its sole discretion decide. In such event(s), the Borrower shall repay the Loan or the outstanding amount thereof as per the revised Schedule as may be determined by the AHFL in its sole discretion and communicated to the Holder upon notice to Borrower by the Holder. If the Company elects or is required to pay the Amortization Amount AHFL 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 Amountwriting.

Amortization. Beginning (a) The Borrowers shall repay Borrowings on the sixth-month last Business Day of each March, June, September and December, beginning with the first such day on or after the first anniversary of the date Initial Closing Date and ending with the last such day prior to the fourth anniversary of the Original Issue Date and on the monthly anniversary of such day Initial Closing Date, in an aggregate principal amount for each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”), the Company shall pay to the Holder an amount such date 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) in the Conversion Price calculated in accordance with 4(bcase of any such date on or after the first anniversary of the Initial Closing Date and prior to the second anniversary of the Initial Closing Date, 2.5% of the aggregate principal amount of all Loans made on all Closing Dates (as such amount may be adjusted pursuant to paragraph (b) of this Section), and (ii) 70in the case of any such date on or after the second anniversary of the Initial Closing Date and prior to the third anniversary of the Initial Closing Date, 3.75% of the average aggregate principal amount of all Loans made on all Closing Dates (as such amount may be adjusted pursuant to paragraph (b) of this Section) and (iii) in the case of any such date on or after the third anniversary of the VWAP for Initial Closing Date and prior to the five Trading Day period ending on, and including, fourth anniversary of the Trading Day immediately preceding the Amortization Notice Initial Closing 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) 705.0% of the average aggregate principal amount of all Loans made on all Closing Dates (as such amount may be adjusted pursuant to paragraph (b) of this Section). To the extent not previously paid, all Loans shall be due and payable on the Maturity Date. (b) Any prepayment of a Borrowing shall be applied to reduce the subsequent scheduled repayments 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 Borrowings 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 made pursuant to this Section 2(c)as directed by the Borrowers, at and if no such direction is provided, in direct order against the option remaining scheduled installments of principal due in respect of the HolderLoans under this Section. (c) Prior to any repayment of any Borrowings under this Section, either the Borrowers shall select the Borrowing or Borrowings to be repaid and shall notify the Administrative Agent by telephone (xconfirmed by hand delivery or facsimile) against of such selection not later than 12:00 noon, New York City time, three Business Days before the scheduled date of such repayment; provided that if the Borrower does not notify the Administrative Agent, such repayment shall be applied to any conversion of this Note pursuant to Section 4 outstanding Borrowings as selected determined by the Holder or (y) Administrative Agent. Each repayment of a Borrowing shall be applied ratably to the Loans included in the repaid Borrowing. Repayments of Borrowings shall be accompanied by accrued interest 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 Amountamounts repaid.

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 on the sixth-month anniversary (a) Subject to Section 3.01(b): (i) The Outstanding Principal Balance of each 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 (eachLoans, an “Amortization Date”)as applicable, 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 twenty-four (24) installments as follows: (A) if the Tranche B Funding Date has not occurred by the Tranche B Commitment Expiration Time, in the installment amounts set forth on Schedule 3.01 (as such schedule may be amended to reflect prepayments pursuant to an Amortizing Conversion Section 3.02(e)) and (as defined below). If such notice is not timely provided, B) if 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 Tranche B Funding Date has occurred by the applicable Amortization Notice electingTranche B Commitment Expiration Time, in whole or in partthe installment amounts set forth on the schedule delivered by Lender to Borrower on the Tranche B Funding Date, an Amortizing Conversion, which schedule shall provide that 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 sum of (x) each such Amortization Amount divided by installment amount and (y) the lesser of (i) Fixed Interest due and payable on the Conversion Price calculated in accordance with 4(b), and same date as such installment amount shall be the same as for each other such installment amount. (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 Each 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 principal payment with respect to such Amortization Loan shall be due and payable on an Interest Payment Date, then with the number of shares of Common Stock equal first such payment due on the thirty-seventh (37th) Interest Payment Date after the Tranche A Funding Date and with successive principal payments due on each Interest Payment Date thereafter until the Scheduled Maturity Date, as set forth on Schedule 3.01 or the schedule delivered by Lender to Borrower on the Tranche B Funding Date pursuant to Section 3.01(a)(i) (as any such excess shall constitute a credit against the number of shares of Common Stock schedule may be amended to reflect prepayments pursuant to Section 3.02(e)). (b) At Borrower’s written election, (which election, if it is to be issued validly made, must be included in the Notice of Tranche B Borrowing), Borrower may extend the Maturity Date of the Loans from the Scheduled Maturity Date to the Extension Maturity Date; provided that for such Holder election to take effect Borrower shall have satisfied each of the conditions set forth in Section 7.02. In the event Borrower elects to extend the Maturity Date pursuant to this Section 2(c), at the option 3.01(b): (i) The Outstanding Principal Balance of each of the HolderLoans shall be paid in thirty (30) installments in the installment amounts set forth on the schedule delivered by CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, either AS AMENDED. Lender to Borrower on the Tranche B Funding Date, which schedule shall provide that the sum of (x) against any conversion of this Note each such installment amount and (y) the Fixed Interest due and payable on the same date as such installment amount shall be the same as for each other such installment amount. (ii) Each such principal payment with respect to such Loan shall be due and payable on an Interest Payment Date, with the first such payment due on the forty-third (43rd) Interest Payment Date after the Tranche A Funding Date and with successive principal payments due on each Interest Payment Date thereafter until the Extension Maturity Date, as set forth on the schedule delivered by Lender to Borrower on the Tranche B Funding Date pursuant to Section 4 3.01(b)(i) (as selected by the Holder such schedule may be amended to reflect prepayments pursuant to Section 3.02(e)). (c) Each principal payment that is payable on an Interest Payment Date pursuant to Sections 3.01(a) or (yb) shall be accompanied by all accrued and unpaid interest in respect of such payment, in addition to any other interest payable on the Maturity such Interest Payment Date, or, if earlier. (d) If not earlier repaid in full, the last Amortization Dateunpaid balance of the Outstanding Principal Balance of the Loans, 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 together with any accrued and unpaid interest (including Fixed Interest and Revenue Participation) and any other unpaid Obligations, 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 due and payable in cash on the applicable Amortization Maturity Date. (e) If Borrower extends the Maturity Date by wire transfer of the Loans pursuant to Section 3.01(b), then, on the Holder first Interest Payment Date following the Scheduled Maturity Date, and on each Interest Payment Date thereafter, if a Loan would otherwise constitute an “applicable high yield discount obligation” within the meaning of immediately available funds Section 163(i)(1) of the Code, Borrower shall pay accrued principal and interest on such Loans in an amount equal to the amount required to be paid in order to prevent such Loan from being treated as an applicable Amortization Amounthigh yield discount obligation.

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 (a) Commencing on the sixthfirst Interest Payment Date following the Tranche One Interest-month anniversary Only Period, the Borrower shall repay the Tranche One Loan to the Agent, for the account of the date of Lender, on each Interest Payment Date following the Original Issue Date and on the monthly anniversary of such day for each succeeding month thereafter through and including the Maturity Date (eachTranche One Interest-Only Period, an “Amortization Date”), the Company shall pay to the Holder an amortization payment in aggregate principal 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 (xi) such Amortization Amount the aggregate principal amount of the Tranche One Loan outstanding on the first Interest Payment Date following the Tranche One Interest-Only Period, divided by (yii) the lesser number of Interest Payment Dates remaining from and including such first Interest Payment Date following the Tranche One Interest-Only Period through and including the Tranche One Maturity Date (which amortization payment shall be reduced as a result of the application of prepayments in accordance with Section 2.7), provided that solely for purposes of calculating the number of Interest Payment Dates for this clause (a)(ii), Interest Payment Dates shall be deemed to include the Tranche One Maturity Date. (b) Commencing on the first Interest Payment Date following the Tranche Two Interest-Only Period, the Borrower shall repay the Tranche Two Loan to the Agent, for the account of the Lender, on each Interest Payment Date following the Tranche Two Interest-Only Period, an amortization payment in aggregate principal amount equal to the quotient of (i) the Conversion Price calculated in accordance with 4(b)aggregate principal amount of the Tranche Two Loan outstanding on the first Interest Payment Date following the Tranche Two Interest-Only Period, and divided by (ii) 70% the number of Interest Payment Dates remaining from and including such first Interest Payment Date following the Tranche Two Interest-Only Period through and including the Tranche Two Maturity Date (which amortization payments shall be reduced as a result of the average application 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 prepayments in accordance with Section 4(c2.7), except provided that (A) the Conversion Price shall be equal to the lesser for purposes 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 calculating the number of any Pre-Amortization Conversion Shares delivered in connection with such Amortization Date. Notwithstanding the foregoingInterest Payment Dates for this clause (b)(ii), the Company shall not be entitled to effect an Amortizing Conversion with respect to any portion of such Amortization Amount and Interest Payment Dates shall be required deemed to pay include the entire Tranche Two Maturity Date.[Reserved]. (c) The amount of such Amortization Amount each amortization payment specified in cash if Section 2.4.1(a) and (b) as determined by 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 Agent shall be binding 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 AmountBorrower absent manifest error.

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.”

Amortization. Beginning (a) Commencing on the sixthfirst Interest Payment Date following the Tranche One Interest-month anniversary Only Period, the Borrower shall repay the Tranche One Loan to the Agent, for the account of the date of Lender, on each Interest Payment Date following the Original Issue Date and on the monthly anniversary of such day for each succeeding month thereafter through and including the Maturity Date (eachTranche One Interest-Only Period, an “Amortization Date”), the Company shall pay to the Holder an amortization payment in aggregate principal 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 (xi) such Amortization Amount the aggregate principal amount of the Tranche One Loan outstanding on the first Interest Payment Date following the Tranche One Interest-Only Period, divided by (yii) the lesser number of Interest Payment Dates remaining from and including such first Interest Payment Date following the Tranche One Interest-Only Period through and including the Tranche One Maturity Date (which amortization payment shall be reduced as a result of the application of prepayments in accordance with Section 2.7), provided that solely for purposes of calculating the number of Interest Payment Dates for this clause (a)(ii), Interest Payment Dates shall be deemed to include the Tranche One Maturity Date. (b) Commencing on the first Interest Payment Date following the Tranche Two Interest-Only Period, the Borrower shall repay the Tranche Two Loan to the Agent, for the account of the Lender, on each Interest Payment Date following the Tranche Two Interest-Only Period, an amortization payment in aggregate principal amount equal to the quotient of (i) the Conversion Price calculated in accordance with 4(b)aggregate principal amount of the Tranche Two Loan outstanding on the first Interest Payment Date following the Tranche Two Interest-Only Period, and divided by (ii) 70% the number of Interest Payment Dates remaining from and including such first Interest Payment Date following the Tranche Two Interest-Only Period through and including the Tranche Two Maturity Date (which amortization payments shall be reduced as a result of the average application 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 prepayments in accordance with Section 4(c2.7), except provided that (A) the Conversion Price shall be equal to the lesser for purposes 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 calculating the number of any Pre-Amortization Conversion Shares delivered in connection with such Amortization Date. Notwithstanding the foregoingInterest Payment Dates for this clause (b)(ii), the Company shall not be entitled to effect an Amortizing Conversion with respect to any portion of such Amortization Amount and Interest Payment Dates shall be required deemed to pay include the entire Tranche Two Maturity Date. (c) The amount of such Amortization Amount each amortization payment specified in cash if Section 2.4.1(a) and (b) as determined by 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 Agent shall be binding 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 AmountBorrower absent manifest error.

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 (a) Interest on the sixth-month anniversary unpaid principal balance of the date of the Original Issue Date Note shall be due and payable monthly as it accrues commencing on the monthly anniversary 1st day of such August, 2004, and continuing on the 1st day for of each succeeding month thereafter through and including July 1, 2006. (b) Then, installments of principal and interest (in arrears) based upon 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 then 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 Contract Rate shall be paid in cash eleven (11) monthly installments beginning on the applicable Amortization Date by wire transfer 1st day of August, 2006 and continuing on the same day of each and every month thereafter including the 1st day of June, 2007. The amount of each installment payment shall be the amount which will fully amortize the then outstanding principal balance of the Note at the then Contract Rate over the period of time remaining until twenty-five (25) years after July 1, 2006. The payment shall be adjusted on each date on which the WSJ Prime Rate changes to give effect to the Holder adjustment to the applicable Contract Rate and on which there is an additional advance of immediately available funds the remaining Loan Amount. The installment payments required to be made hereunder shall be calculated by Lender so as to fully amortize the balance of the Note at the then Contract Rate over the remaining term of the initial twenty-five (25) year amortization. Then, the entire unpaid principal balance of the Note, together with accrued unpaid interest thereon, shall be due and payable in one installment on the Original Maturity Date. (c) If Borrower exercises the option to extend the Original Maturity Date to the First Extended Maturity Date, then, installments of principal and interest (in arrears) based upon the then applicable Contract Rate shall be paid in twelve (12) monthly installments beginning on the Original Maturity Date and continuing on the same day of each and every month thereafter including the 1st day of June, 2008. The amount of each installment payment shall be the amount which will fully amortize the then outstanding principal balance of the Note at the then Contract Rate over the period of time remaining until twenty-five (25) years after July 1, 2006. The payment shall be adjusted on each date on which the WSJ Prime Rate changes to give effect to the adjustment to the applicable Contract Rate and on which there is an additional advance of the remaining Loan Amount. The payments required to be made hereunder shall be calculated by Lender so as to fully amortize the balance of the Note at the then Contract Rate over the remaining term of the initial twenty-five (25) year amortization. Then the entire unpaid principal balance of the Note, together with accrued unpaid interest, shall be due and payable in one installment on the First Extended Maturity Date. (d) If Borrower exercises the option to extend the First Extended Maturity Date to the Second Extended Maturity Date, then, installments of principal and interest (in arrears) based upon the then applicable Contract Rate shall be paid in twelve (12) monthly installments beginning on the First Extended Maturity Date and continuing on the same day of each and every month thereafter including the 1st day of June, 2009. The amount of each installment payment shall be the amount which will fully amortize the then outstanding principal balance of the Note at the then Contract Rate over the period of time remaining until twenty-five (25) years after July 1, 2006. The payment shall be adjusted on each date on which the WSJ Prime Rate changes to give effect to the adjustment to the applicable Contract Rate and on which there is an additional advance of the remaining Loan Amount. The payments required to be made hereunder shall be calculated by Lender so as to fully amortize the balance of the Note at the then Contract Rate over the remaining term of the initial twenty-five (25) year amortization. Then the entire unpaid principal balance of the Note together with accrued unpaid interest shall be due and payable in one installment on the Second Extended Maturity Date. (e) The applicable Contract Rate shall be adjusted on each date that the WSJ Prime Rate changes. The amount of the initial and adjusted installments of principal and interest, as aforesaid, shall be calculated by Lender as soon as possible after each and every adjustment in the Contract Rate, and after each and every additional advance of the Loan Amount, and shall be sent in writing to Borrower on or prior to the date that Borrower will be required to make an installment payment based upon such adjusted amount. (f) To the extent permitted by law, a delinquency charge will be imposed in an amount equal not to exceed five percent (5%) of any payment under the applicable Amortization AmountNote that is more than ten (10) days late.

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 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 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 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 (a) Commencing on February 1, 2018 and continuing on the sixth-first day of each calendar month anniversary of the date of thereafter until the Original Issue Date and on Maturity Date, in addition to all interest payable under the Note, Borrower shall make principal amortization payments in equal monthly anniversary amounts of such day for each succeeding month thereafter through and including the Maturity Date Fifty-Five Thousand Dollars ($55,000) (each, an a “Monthly Amortization DatePayment”), 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, however, that Borrower shall not be required to make any such Monthly Amortization Payment under this Section 2.15(a) in the date such notice should event the following conditions 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 satisfied: (i) the Conversion Price calculated Borrower has requested in accordance with 4(b)writing from Lender that Borrower be relieved of its obligation to make Monthly Amortization Payments not later than December 31, 2017; and (ii) 70% the Compliance Certificate delivered by Borrower to Lender pursuant to Section 9.6 with respect to the DSCR Test Date occurring September 30, 2017 confirms to Lender’s satisfaction that as of such DSCR Test Date the DSCR was not less than the Amortization DSCR Hurdle; provided, however, that, if the foregoing condition is not satisfied, then on February 1, 2018, Borrower shall have the right to pay to Lender a principal prepayment of the average Loan in the amount of the VWAP for applicable DSCR Shortfall in order to avoid the five Trading Day period ending onobligation to make Monthly Amortization Payments. Any amounts prepaid pursuant to the foregoing shall reduce the commitment amount of the Loan by a like amount and may not be reborrowed. (b) Whether or not Borrower is required to make Monthly Amortization Payments pursuant to subsection (a) above, and includingif Borrower exercises the First Option to Extend, then commencing on the Trading Day immediately preceding first day of the Amortization Notice calendar month following the Original Maturity Date, and as on the first day of each month thereafter (including following the First Extended Maturity Date if Borrower exercises the Second Option 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(cExtend), except that (A) the Conversion Price Borrower 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 make Monthly 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 AmountPayments.

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.