Common use of Loan Records Clause in Contracts

Loan Records. (a) The Agent, acting solely for this purpose as a non-fiduciary agent (solely for tax purposes) shall establish and maintain at its office a record of ownership (the “Register”) in which the Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of each Lender in the Loan and the unfunded Subsequent Convertible Loan Commitments, and any assignment of any such interest or interests, and accounts in the Register in accordance with its usual practice in which it shall record (i) the names and addresses of the Lenders (and any change thereto pursuant to this Agreement), (ii) the amount of the Loan and the unfunded Subsequent Convertible Loan Commitments and each funding of any participation therein, (iii) the amount of any principal, interest, charge, fee or other amount due and payable or paid, and (iv) any other payment received by the Lenders from the Borrower and its application to the Loan and the unfunded Subsequent Convertible Loan Commitments. Reasonably promptly after making each such registration, the Agent shall provide written notice thereof to the Borrower. The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. (b) The Loans made by each Lender are evidenced by this Agreement. Additionally, the Borrower shall execute and deliver to each Lender (and/or, if applicable and if so requested by any assignee Lender pursuant to the assignment provisions of Section 9.4) on the Initial Convertible Loan Disbursement Date with respect to the Initial Convertible Loan Disbursement (or, if such assignment is made after the Initial Convertible Loan Disbursement Date, promptly (and, in any event, within three (3) Business Days thereof) after such Lender’s request) a Convertible Note, payable to such Lender in an amount equal to the unpaid principal amount of applicable Loans held by such Lender (which, at the request of such Lender, may provide separate Convertible Notes for separate or different parts of the Loans held by such Lender). Each conversion of a Loan into Conversion Shares shall be set forth in the Convertible Note related to such Loan, each of which shall be in the form of Exhibit A; provided that, (i) for purposes of each of the Convertible Notes in respect of each of the Initial Convertible Loans, the initial Conversion Price shall be equal to 130% of the IPO Price, and (ii) for purposes of each of the Convertible Notes in respect of the Subsequent Convertible Loans, the initial Conversion Price shall be equal to the lesser of (i) 115% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date, and (ii) 120% of the arithmetic average of the Volume Weighted Average Price (as defined in, and determined in accordance with, the Convertible Notes) of the Common Shares on each of the fifteen (15) consecutive Trading Days immediately prior to the Subsequent Convertible Loan Disbursement Date; and provided, further, however, that in no event shall the initial Conversion Price of the Convertible Notes in respect of the Subsequent Convertible Loans be less than 62% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date ((the “Floor Price” and the limitation imposed by this proviso, the “Floor Price Limitation”). Notwithstanding anything to the contrary contained in this Agreement, the Loans (including any Convertible Notes evidencing the Loans) are registered obligations, the right, title and interest of the Lenders and their successors and assignees in and to the Loans (and the Convertible Notes evidencing the Loans). This Section 1.4 shall be construed so that the Loan is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. (c) The Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior written notice.

Loan Records. (a) The AgentAgent will record on its books and records the amount of the Loans, acting solely for this purpose as a non-fiduciary agent the unfunded amount of the Subsequent Disbursement Commitments, the interest rate applicable thereto, all payments of principal and interest thereon and the principal balance thereof from time to time outstanding. (solely for tax purposesb) The Agent shall establish and maintain at its office address referred to in Section 6.1, a record of ownership (the “Register”) in which the Agent agrees to register by book entry of the interests (including any rights to receive payment hereunder) of each Lender in the Loan and the unfunded Subsequent Convertible Loan Disbursement Commitments, and any assignment of any such interest or interests, and (ii) accounts in the Register in accordance with its usual practice in which it shall record (i1) the names and addresses of the Lenders (and any change thereto pursuant to this Agreement), (ii2) the amount of the Loan and the unfunded Subsequent Convertible Loan Disbursement Commitments and each funding of any participation therein, (iii3) the amount of any principal, interest, charge, fee or other amount due and payable or paid, and (iv4) any other payment received by the Lenders from the Borrower and its application to the Loan and the unfunded Subsequent Convertible Loan Disbursement Commitments. Reasonably promptly after making each such registration, The Register of the Agent shall provide written notice thereof to the Borrower. The entries in the Register shall be absolute, binding and conclusive absent manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. (bc) The Loans made by each Lender are evidenced by this Agreement. Additionally, the Borrower shall execute and deliver to each Lender (and/or, if applicable and if so requested by any assignee Lender pursuant to the assignment provisions of Section 9.46.5) on the Initial Convertible Loan Disbursement Agreement Date with respect to the Initial Convertible Loan Disbursement (or, if such assignment is made after the Initial Convertible Loan Disbursement Agreement Date, promptly (and, in any event, within three (3) Business Days thereof) after such Lender’s request) a Convertible Note, Loan Note (with respect to the Initial Disbursement) or a Subsequent Disbursement Note (with respect to any Subsequent Disbursement Commitment or Subsequent Disbursement) payable to such Lender in an amount equal to the unpaid principal amount of applicable the Loans or the Subsequent Disbursement Commitment held by such Lender (which, at the request of such Lender, may provide separate Convertible Notes for separate or different parts of the Loans and Subsequent Disbursement Commitments held by such Lender). Each conversion of a Loan into Conversion Shares shall be set forth in the Convertible Note related to such Loan, each of which shall be in the form of Exhibit A; provided that, (i) for purposes of each of the Convertible Notes in respect of each of the Initial Convertible Loans, the initial Conversion Price shall be equal to 130% of the IPO Price, and (ii) for purposes of each of the Convertible Notes in respect of the Subsequent Convertible Loans, the initial Conversion Price shall be equal to the lesser of (i) 115% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date, and (ii) 120% of the arithmetic average of the Volume Weighted Average Price (as defined in, and determined in accordance with, the Convertible Notes) of the Common Shares on each of the fifteen (15) consecutive Trading Days immediately prior to the Subsequent Convertible Loan Disbursement Date; and provided, further, however, that in no event shall the initial Conversion Price of the Convertible Notes in respect of the Subsequent Convertible Loans be less than 62% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date ((the “Floor Price” and the limitation imposed by this proviso, the “Floor Price Limitation”). Notwithstanding anything to the contrary contained in this Agreement, the Loans Loan and the unfunded Subsequent Disbursement Commitments (including any Convertible Notes evidencing the LoansLoan or the Subsequent Disbursement Commitments) are registered obligations, the right, title and interest of the Lenders and their successors and assignees in and to the Loans (Loan and the Convertible Notes evidencing the Loans). This Section 1.4 any Subsequent Disbursement Commitments shall be construed so that the Loan is at all times maintained in “registered form” within the meaning transferable only upon notation of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. (c) The Borrower, the Agent and the Lenders shall treat each Person whose name is recorded such transfer in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender and no assignment thereof shall be available for access by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior written notice.effective until recorded therein. This

Loan Records. (a) The Borrower shall record on its books and records the amount of the Loans, the interest rate applicable thereto, all payments of principal and interest thereon and the principal balance thereof from time to time outstanding. (b) The Agent, acting solely for this purpose as a non-fiduciary agent (solely for tax Tax purposes) shall establish and maintain at one of its office offices a record of ownership (the “Register”) in which the Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of each Lender in the Loan and the unfunded Subsequent Convertible Loan Commitments, Loans and any assignment of any such interest or interests, and accounts in the Register in accordance with its usual practice in which it shall record (i) the names and addresses of the Lenders (and any change thereto pursuant to this Agreement), (ii) the amount of the Loan and the unfunded Subsequent Convertible Loan Commitments Loans and each funding of any participation therein, (iii) the amount of any principal, interest, charge, fee or other amount due and payable or paid, and (iv) any other payment received by the Lenders from the Borrower and its application to the Loan and the unfunded Subsequent Convertible Loan CommitmentsLoans. Reasonably promptly after making each such registration, the Agent shall provide written notice thereof to the Borrower. The entries in the Register shall be conclusive absent conclusive, in the absence of manifest error, and the Borrower, each Lender and the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to as the terms hereof as a Lender hereunder owner of the Loans for all purposes of this Agreement. (bc) The Loans made by each Lender are evidenced by this Agreement. Additionally, the Borrower shall execute and deliver to each Lender (and/or, if applicable and if so requested by any assignee Lender pursuant to the assignment provisions of Section 9.4) on the Initial Convertible Loan Disbursement Closing Date with respect to the Initial Convertible Loan Disbursement (or, if such assignment is made after the Initial Convertible Loan Disbursement Closing Date, promptly (and, in any event, within three (3) Business Days thereof) after such Lender’s request) a Convertible Note, payable to such Lender in an amount equal to the unpaid principal amount of applicable Loans held by such Lender (which, at the request of such Lender, may provide separate Convertible Notes for separate or different parts of the Loans held by such Lender). Each conversion The ability of a Loan into any Loans to convert to Conversion Shares shall be is set forth in the Convertible Note related to such Loan, each of which shall be in the form of Exhibit A; provided that, (i) for purposes of each of the Convertible Notes in respect of each of the Initial Convertible Loans, the initial Conversion Price shall be equal to 130% of the IPO Price, and (ii) for purposes of each of the Convertible Notes in respect of the Subsequent Convertible Loans, the initial Conversion Price shall be equal to the lesser of (i) 115% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date, and (ii) 120% of the arithmetic average of the Volume Weighted Average Price (as defined in, and determined in accordance with, the Convertible Notes) of the Common Shares on each of the fifteen (15) consecutive Trading Days immediately prior to the Subsequent Convertible Loan Disbursement Date; and provided, further, however, that in no event shall the initial Conversion Price of the Convertible Notes in respect of the Subsequent Convertible Loans be less than 62% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date ((the “Floor Price” and the limitation imposed by this proviso, the “Floor Price Limitation”). Notwithstanding anything to the contrary contained in this Agreement, the Loans (including any Convertible Notes evidencing the Loans) are registered obligations, the right, title and interest of the Lenders and their successors and assignees in and to the Loans (and the Convertible Notes evidencing the Loans). This Section 1.4 shall be construed so that the Loan is at all times maintained in “registered form” within the meaning transferable only upon notation of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. (c) The Borrower, the Agent and the Lenders shall treat each Person whose name is recorded such transfer in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender and no assignment thereof shall be available for access by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior written notice.effective

Loan Records. (a) The Borrower shall record on its books and records the amount of the Loan, the interest rate applicable thereto, all payments of principal and interest thereon and the principal balance thereof from time to time outstanding. (b) The Agent, acting solely for this purpose as a non-fiduciary agent (solely for tax purposes) shall establish and maintain at its office a record of ownership (the “Register”) in which the Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of each Lender in the Loan and the unfunded Subsequent Convertible Loan CommitmentsLoan, and any assignment of any such interest or interests, and accounts in the Register in accordance with its usual practice in which it shall record (i) the names and addresses of the Lenders (and any change thereto pursuant to this Agreement), (ii) the amount of the Loan and the unfunded Subsequent Convertible Loan Commitments and each funding of any participation thereinLoan, (iii) the amount of any principal, interest, charge, fee or other amount due and payable or paid, and (iv) any other payment received by the Lenders from the Borrower and its application to the Loan and the unfunded Subsequent Convertible Loan CommitmentsLoan. Reasonably promptly after making each such registration, the Agent shall provide written notice thereof to the Borrower. The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. (bc) The Loans made by each Lender are evidenced by this Agreement and the Convertible Notes issued pursuant to this Agreement. AdditionallyOn the Closing Date, the Borrower shall execute and deliver to each Lender a new Convertible Note, and after the Closing Date the Borrower shall execute and deliver to each Lender (and/or, if applicable and if so requested by any assignee Lender pursuant to the assignment provisions of Section 9.48.4) on the Initial date of request by such Lender an amended and restated Convertible Loan Disbursement Date Note (in each case, with respect any amendment and restatement mechanics built in as necessary that are in form and substance reasonably satisfactory to such applicable Lender and the Initial Convertible Loan Disbursement (or, if such assignment is made after the Initial Convertible Loan Disbursement Date, promptly (andAgent), in any event, within three (3) Business Days thereof) after such Lender’s request) a Convertible Noteeach case, payable to such Lender in an amount equal to the unpaid principal amount of applicable Loans held by such Lender (which, at the request of such Lender, may provide separate Convertible Notes for separate or different parts of the Loans held by such Lender). Each conversion of a Loan into Conversion Shares shall be set forth in the Convertible Note related to such Loan, each of which shall be in the form of Exhibit A; provided that, (i) for purposes of each of the Convertible Notes in respect of each of the Initial Convertible Loans, the initial Conversion Price shall be equal to 130% of the IPO Price, and (ii) for purposes of each of the Convertible Notes in respect of the Subsequent Convertible Loans, the initial Conversion Price shall be equal to the lesser of (i) 115% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date, and (ii) 120% of the arithmetic average of the Volume Weighted Average Price (as defined in, and determined in accordance with, the Convertible Notes) of the Common Shares on each of the fifteen (15) consecutive Trading Days immediately prior to the Subsequent Convertible Loan Disbursement Date; and provided, further, however, that in no event shall the initial Conversion Price of the Convertible Notes in respect of the Subsequent Convertible Loans be less than 62% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date ((the “Floor Price” and the limitation imposed by this proviso, the “Floor Price Limitation”). Notwithstanding anything to the contrary contained in this Agreement, the Loans (including any Convertible Notes Note(s) evidencing the Loans) are registered obligations, the right, title and interest of the Lenders and their successors and assignees in and to the Loans (Loan shall be transferable only upon notation of such transfer in the Register and the Convertible Notes evidencing the Loans)no assignment thereof shall be effective until recorded therein. This Section 1.4 shall be construed so that the Loan is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. (cd) The Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior written notice.

Loan Records. (a) The Borrower shall record on its books and records the amount of the Loans, the interest rate applicable thereto, all payments of principal and interest thereon and the principal balance thereof from time to time outstanding. (b) The Agent, acting solely for this purpose as a non-fiduciary agent (solely for tax Tax purposes) shall establish and maintain at its office a record of ownership (the “Register”) in which the Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of each Lender in the Loan and the unfunded Subsequent Convertible Loan Commitments, Loans and any assignment of any such interest or interests, and accounts in the Register in accordance with its usual practice in which it shall record (i) the names and addresses of the Lenders (and any change thereto pursuant to this Agreement), (ii) the amount of the Loan and the unfunded Subsequent Convertible Loan Commitments Loans and each funding of any participation therein, (iii) the amount of any principal, interest, charge, fee or other amount due and payable or paid, and (iv) any other payment received by the Lenders from the Borrower and its application to the Loan and the unfunded Subsequent Convertible Loan CommitmentsLoans. Reasonably promptly after making each such registration, the Agent shall provide written notice thereof to the Borrower. The entries in the Register shall be conclusive absent conclusive, in the absence of manifest error, and the Borrower, each Lender and the Agent and the Lenders shall treat each Person person whose name is recorded in the Register pursuant to as the terms hereof as a Lender hereunder owner of the Loans for all purposes of this Agreement. (bc) The Loans made by each Lender are evidenced by this Agreement. Additionally, the Borrower shall execute and deliver to each Lender (and/or, if applicable and if so requested by any assignee Lender pursuant to the assignment provisions of Section 9.4) on the Initial Convertible Loan Disbursement Closing Date with respect to the Initial Convertible Loan Disbursement (or, if such assignment is made after the Initial Convertible Loan Disbursement Closing Date, promptly (and, in any event, within three (3) Business Days thereof) after such Lender’s request) a Convertible Note, payable to such Lender in an amount equal to the unpaid principal amount of applicable Loans held by such Lender (which, at the request of such Lender, may provide separate Convertible Notes for separate or different parts of the Loans held by such Lender). Each conversion The ability of a Loan into any Loans to convert to Preferred Conversion Shares shall be or Conversion Shares is set forth in the Convertible Note related to such Loan, each of which shall be in the form of Exhibit A; provided that, (i) for purposes of each of the Convertible Notes in respect of each of the Initial Convertible Loans, the initial Conversion Price shall be equal to 130% of the IPO Price, and (ii) for purposes of each of the Convertible Notes in respect of the Subsequent Convertible Loans, the initial Conversion Price shall be equal to the lesser of (i) 115% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date, and (ii) 120% of the arithmetic average of the Volume Weighted Average Price (as defined in, and determined in accordance with, the Convertible Notes) of the Common Shares on each of the fifteen (15) consecutive Trading Days immediately prior to the Subsequent Convertible Loan Disbursement Date; and provided, further, however, that in no event shall the initial Conversion Price of the Convertible Notes in respect of the Subsequent Convertible Loans be less than 62% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date ((the “Floor Price” and the limitation imposed by this proviso, the “Floor Price Limitation”). Notwithstanding anything to the contrary contained in this Agreement, the Loans (including any Convertible Notes evidencing the Loans) are registered obligations, the right, title and interest of the Lenders and their successors and assignees in and to the Loans (shall be transferable only upon notation of such transfer in the Register and the Convertible Notes evidencing the Loans)no assignment thereof shall be effective until recorded therein. This Section 1.4 shall be construed so that the Loan is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. (cd) The Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior written notice.

Loan Records. (a) The AgentBorrower will record on its books and records the amount of the Loans, acting solely for this purpose as a non-fiduciary agent the unfunded amount of the Disbursement Commitments, the interest rate applicable thereto, all payments of principal and interest thereon and the principal balance thereof from time to time outstanding. (solely for tax purposesb) The Borrower shall establish and maintain at its office address referred to in Section 6.1, (i) a record of ownership (the “Register”) in which the Agent agrees to register by book entry of the interests (including any rights to receive payment hereunder) of each Lender in the Loan Loans and the unfunded Subsequent Convertible Loan Disbursement Commitments, and any assignment of any such interest or interests, and (ii) accounts in the Register in accordance with its usual practice in which it shall record (i1) the names and addresses of the Lenders (and any change thereto pursuant to this Agreement), (ii2) the amount of the Loan Loans and the unfunded Subsequent Convertible Loan Disbursement Commitments and each funding of any participation therein, (iii3) the amount of any principal, interest, charge, fee or other amount due and payable or paid, and (iv4) any other payment received by the Lenders from the Borrower and its application to the Loan Loans and the unfunded Subsequent Convertible Loan Disbursement Commitments. Reasonably promptly after making each such registration, The Register of the Agent shall provide written notice thereof to the Borrower. The entries in the Register Borrower shall be absolute, binding and conclusive absent manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. (bc) The Loans made by each Lender are evidenced by this Agreement. Additionally, the Borrower shall execute and deliver to each Lender (and/or, if applicable and if so requested by any assignee Lender pursuant to the assignment provisions of Section 9.46.5) on the Initial Convertible Loan each Disbursement Date with respect to the Initial Convertible Loan Disbursement (or, if such assignment is made after the Initial Convertible Loan applicable Disbursement Date, promptly (and, in any event, within three (3) Business Days thereof) after such Lender’s request) an Initial Disbursement Note (with respect to the Initial Disbursement) or a Convertible Note, Subsequent Disbursement Note (with respect to any Subsequent Disbursement) payable to such Lender in an amount equal to the unpaid principal amount of applicable the outstanding Loans held by such Lender (which, at the request of such Lender, may provide separate Convertible Notes for separate or different parts of the outstanding Loans held by such Lender). Each conversion of a Loan into Conversion Shares shall be set forth in the Convertible Note related to such Loan, each of which shall be in the form of Exhibit A; provided that, (i) for purposes of each of the Convertible Notes in respect of each of the Initial Convertible Loans, the initial Conversion Price shall be equal to 130% of the IPO Price, and (ii) for purposes of each of the Convertible Notes in respect of the Subsequent Convertible Loans, the initial Conversion Price shall be equal to the lesser of (i) 115% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date, and (ii) 120% of the arithmetic average of the Volume Weighted Average Price (as defined in, and determined in accordance with, the Convertible Notes) of the Common Shares on each of the fifteen (15) consecutive Trading Days immediately prior to the Subsequent Convertible Loan Disbursement Date; and provided, further, however, that in no event shall the initial Conversion Price of the Convertible Notes in respect of the Subsequent Convertible Loans be less than 62% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date ((the “Floor Price” and the limitation imposed by this proviso, the “Floor Price Limitation”). Notwithstanding anything to the contrary contained in this Agreement, the Loans and the unfunded Disbursement Commitments (including any Convertible Notes evidencing the such outstanding Loans) are registered obligations, the right, title and interest of the Lenders and their successors and assignees in and to the Loans (Loan and any Disbursement Commitments shall be transferable only upon notation of such Transfer in the Convertible Notes evidencing the Loans)Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 shall be construed so that the Loan is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. (cd) The Borrower, the Agent Borrower and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrower or any such Lender at any reasonable time and from time to time upon reasonable prior written notice.

Loan Records. (a) The AgentBorrower will record on its books and records the amount of the Loans, acting solely for this purpose as a non-fiduciary agent the unfunded amount of the Disbursement Commitments, the interest rate applicable thereto, all payments of principal and interest thereon and the principal balance thereof from time to time outstanding. (solely for tax purposesb) The Borrower shall establish and maintain at its office address referred to in Section 6.1, (i) a record of ownership (the “Register”) in which the Agent agrees to register by book entry of the interests (including any rights to receive payment hereunder) of each Lender in the Loan Loans and the unfunded Subsequent Convertible Loan Disbursement Commitments, and any assignment of any such interest or interests, and (ii) accounts in the Register in accordance with its usual practice in which it shall record (i1) the names and addresses of the Lenders (and any change thereto pursuant to this Agreement), (ii2) the amount of the Loan Loans and the unfunded Subsequent Convertible Loan Disbursement Commitments and each funding of any participation therein, (iii3) the amount of any principal, interest, charge, fee or other amount due and payable or paid, and (iv4) any other payment received by the Lenders from the Borrower and its application to the Loan Loans and the unfunded Subsequent Convertible Loan Disbursement Commitments. Reasonably promptly after making each such registration, The Register of the Agent shall provide written notice thereof to the Borrower. The entries in the Register Borrower shall be absolute, binding and conclusive absent manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. (bc) The Loans made by each Lender are evidenced by this Agreement. Additionally, the Borrower shall execute and deliver to each Lender (and/or, if applicable and if so requested by any assignee Lender pursuant to the assignment provisions of Section 9.46.5) on the Initial Convertible Loan each Disbursement Date with respect to the Initial Convertible Loan Disbursement (or, if such assignment is made after the Initial Convertible Loan applicable Disbursement Date, promptly (and, in any event, within three (3) Business Days thereof) after such Lender’s request) a Convertible Note, Note payable to such Lender in an amount equal to the unpaid principal amount of applicable the outstanding Loans held by such Lender (which, at the request of such Lender, may provide separate Convertible Notes for separate or different parts of the outstanding Loans held by such Lender). Each conversion of a Loan into Conversion Shares shall be set forth in the Convertible Note related to such Loan, each of which shall be in the form of Exhibit A; provided that, (i) for purposes of each of the Convertible Notes in respect of each of the Initial Convertible Loans, the initial Conversion Price shall be equal to 130% of the IPO Price, and (ii) for purposes of each of the Convertible Notes in respect of the Subsequent Convertible Loans, the initial Conversion Price shall be equal to the lesser of (i) 115% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date, and (ii) 120% of the arithmetic average of the Volume Weighted Average Price (as defined in, and determined in accordance with, the Convertible Notes) of the Common Shares on each of the fifteen (15) consecutive Trading Days immediately prior to the Subsequent Convertible Loan Disbursement Date; and provided, further, however, that in no event shall the initial Conversion Price of the Convertible Notes in respect of the Subsequent Convertible Loans be less than 62% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date ((the “Floor Price” and the limitation imposed by this proviso, the “Floor Price Limitation”). Notwithstanding anything to the contrary contained in this Agreement, the Loans and the unfunded Disbursement Commitments (including any Convertible Notes evidencing the such outstanding Loans) are registered obligations, the right, title and interest of the Lenders and their successors and assignees in and to the Loans (Loan and any Disbursement Commitments shall be transferable only upon notation of such Transfer in the Convertible Notes evidencing the Loans)Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 shall be construed so that the Loan is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. (cd) The Borrower, the Agent Borrower and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrower or any such Lender at any reasonable time and from time to time upon reasonable prior written notice.

Loan Records. (a) The AgentBorrower shall record on its books and records the amount of the Loan, acting solely for this purpose as the type and tranche of the Loans (whether the Loan is a non-fiduciary agent First Out Waterfall Loan or a Last Out Waterfall Loan), the interest rate applicable thereto, all payments of principal and interest thereon and the principal balance thereof from time to time outstanding. (solely for tax purposesb) The Borrower shall establish and maintain at its office address referred to in Section 6.1, a record of ownership (the “Register”) in which the Agent Borrower agrees to register by book entry the interests (including any rights to receive payment hereunder) of each Lender in the Loan (including whether the Lender is a First Out Waterfall Lender or a Last Out Waterfall Lender and whether the unfunded Subsequent Convertible Loan Commitmentsis a First Out Waterfall Loan or a Last Out Waterfall Lender), and any assignment of any such interest or interests, and accounts in the . The Borrower shall maintain such Register in accordance with its usual practice in which it and customary business practices and the Borrower shall record (i1) the names and addresses of the Lenders (and any change thereto pursuant to this Agreement), (ii2) the amount of the Loan (and whether the unfunded Subsequent Convertible amount of such Loan Commitments is related to a First Out Waterfall Loan or a Last Out Waterfall Loan) and each funding of any participation therein, (iii3) the amount of any principal, interest, charge, fee or other amount due and payable or paid, and (iv4) any other payment received by the Lenders from the Borrower and its application to the Loan and the unfunded Subsequent Convertible Loan Commitments. Reasonably promptly after making each such registration, the Agent shall provide written notice thereof to the Borrower. The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this AgreementLoan. (bc) The Loans made by each Lender are evidenced by this Agreement and the Loan Notes issued pursuant to the Prior Facility Agreement. AdditionallyOn the Agreement Date, the Borrower shall execute and deliver to (x) each First Out Waterfall Lender, a new First Out Waterfall Note and (y) each Last Out Waterfall Lender, a new Last Out Waterfall Note, and after the Agreement Date the Borrower shall execute and deliver to each Lender (and/or, if applicable and if so requested by any assignee Lender pursuant to the assignment provisions of Section 9.46.5) on the Initial Convertible date of request by such Lender an amended and restated Loan Disbursement Date Note or new Loan Note (which (i) if to a First Out Waterfall Lender, shall be substantially in the form of a First Out Waterfall Note attached hereto as Exhibit A-1, and (ii) if to a Last Out Waterfall Lender, shall be substantially in the form of a Last Out Waterfall Note attached hereto as Exhibit A-2 (in each case, with respect any amendment and restatement mechanics built in as necessary that are in form and substance reasonably satisfactory to such applicable Lender and the Initial Convertible Loan Disbursement (or, if such assignment is made after the Initial Convertible Loan Disbursement Date, promptly (andAgent)), in any event, within three (3) Business Days thereof) after such Lender’s request) a Convertible Noteeach case, payable to such Lender in an amount equal to the unpaid principal amount of applicable the Loans held by such Lender (which, at the request of such Lender, may provide Lender shall be in the form of separate Convertible Loan Notes (taking into account the type and tranche of Loan) for separate or different parts of the Loans (taking into account the type and tranche of Loan) held by such Lender). Each conversion On the Second Amendment Effective Date, the Borrower shall execute and deliver to each First Out Waterfall Lender, a new First Out Waterfall Note (which shall be substantially in the form of a Loan into Conversion Shares shall be set forth First Out Waterfall Note attached hereto as Exhibit A-3 (in the Convertible Note related each case, with any amendment and restatement mechanics built in as necessary that are in form and substance reasonably satisfactory to such LoanFirst Out Waterfall Lender and the Agent)), in each case, payable to such First Out Waterfall Lender in an amount equal to the unpaid principal amount of which the First Out Waterfall Loans held by such First Out Waterfall Lender (which, at the request of such First Out Waterfall Lender shall be in the form of Exhibit A; provided that, separate Loan Notes (itaking into account the type and tranche of Loan) for purposes of each separate or different parts of the Convertible Notes Loans (taking into account the type and tranche of Loan) held by such First Out Waterfall Lender). On the Fourth Amendment Effective Date, the Borrower shall execute and deliver to each First Out Waterfall Lender, a new First Out Waterfall Note (which shall be substantially in respect the form of a First Out Waterfall Note attached hereto as Exhibit A-4 (in each case, with any amendment and restatement mechanics built in as necessary that are in form and substance reasonably satisfactory to such First Out Waterfall Lender and the Agent)), in each case, payable to such First Out Waterfall Lender in an amount equal to the unpaid principal amount of the Initial Convertible LoansFirst Out Waterfall Loans held by such First Out Waterfall Lender (which, at the request of such First Out Waterfall Lender shall be in the form of separate Loan Notes (taking into account the type and tranche of Loan) for separate or different parts of the Loans (taking into account the type and tranche of Loan) held by such First Out Waterfall Lender). For the avoidance of doubt, each “Loan Note” (as defined in the Prior Facility Agreement), each “Loan Note” (as defined in this Agreement immediately prior to giving effect to the Second Amendment) and each “Loan Note” (as defined in this Agreement immediately prior to giving effect to the February 2020 Exchange Agreement and Fourth Amendment), as applicable, issued, executed and/or delivered by the Borrower prior to the Agreement Date, the initial Conversion Price shall be equal Second Amendment Effective Date or the Fourth Amendment Effective Date, as applicable, remains valid, binding and enforceable against the Borrower and continues to 130% evidence and cover the Loans and other Obligations owed to such Lender that is the holder or beneficiary of the IPO Pricesuch Loan Note, and (iiA) for purposes of each effective on the Agreement Date, shall be deemed amended and restated to be in the form of the Convertible First Out Waterfall Note attached hereto as Exhibit A-1 (whether or not the new First Out Waterfall Notes have then been delivered to the First Out Waterfall Lenders as required hereby), (B) effective on the Second Amendment Effective Date, shall be deemed amended and restated to be in respect the form of the Subsequent Convertible Loans, First Out Waterfall Note attached hereto as Exhibit A-3 (whether or not the initial Conversion Price shall be equal new First Out Waterfall Notes have then been delivered to the lesser of (i) 115% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans First Out Waterfall Lenders as of the Subsequent Convertible Loan Disbursement Daterequired hereby), and (iiC) 120% effective on the Fourth Amendment Effective Date, shall be deemed amended and restated to be in the form of the arithmetic average of First Out Waterfall Note attached hereto as Exhibit A-4 (whether or not the Volume Weighted Average Price (new First Out Waterfall Notes have then been delivered to the First Out Waterfall Lenders as defined in, required hereby). On and determined in accordance withafter the Fourth Amendment Effective Date, the Convertible Notes) of the Common Shares on each of the fifteen (15) consecutive Trading Days immediately prior to the Subsequent Convertible Loan Disbursement Date; and providedprincipal of, further, however, that in no event shall the initial Conversion Price of the Convertible Notes in respect of the Subsequent Convertible Loans be less than 62% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date ((the “Floor Price” and the limitation imposed by this proviso, the “Floor Price Limitation”). Notwithstanding anything to the contrary contained in this Agreement, the Loans (including any Convertible Notes evidencing the Loans) are registered obligations, the right, title and interest of the Lenders and their successors and assignees in and to the Loans (and the Convertible Notes evidencing the Loans). This Section 1.4 shall be construed so that the Loan is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. (c) The Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior written notice.and

Loan Records. (a) The Borrower shall record on its books and records the amount of the Loan, the interest rate applicable thereto, all payments of principal and interest thereon and the principal balance thereof from time to time outstanding. (b) The Agent, acting solely for this purpose as a non-fiduciary agent (solely for tax purposes) shall establish and maintain at its office a record of ownership (the “Register”) in which the Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of each Lender in the Loan and the unfunded Subsequent Convertible Loan CommitmentsLoan, and any assignment of any such interest or interests, and accounts in the Register in accordance with its usual practice in which it shall record (i) the names and addresses of the Lenders (and any change thereto pursuant to this Agreement), (ii) the amount of the Loan and the unfunded Subsequent Convertible Loan Commitments and each funding of any participation thereinLoan, (iii) the amount of any principal, interest, charge, fee or other amount due and payable or paid, and (iv) any other payment received by the Lenders from the Borrower and its application to the Loan and the unfunded Subsequent Convertible Loan CommitmentsLoan. Reasonably promptly after making each such registration, the Agent shall provide written notice thereof to the Borrower. The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. (bc) The Loans made by each Lender are evidenced by this Agreement and the Convertible Notes issued pursuant to this Agreement. AdditionallyOn the Closing Date, the Borrower shall execute and deliver to each Lender a Disbursement Loan Convertible Note representing such Lender’s Disbursement Loan and an Original Loan Convertible Notes representing such ▇▇▇▇▇▇’s Original Loan as amended and restated as of the Closing Date, and after the Closing Date the Borrower shall execute and deliver to each Lender (and/or, if applicable and if so requested by any assignee Lender pursuant to the assignment provisions of Section 9.48.4) on the Initial date of request by such Lender an amended and restated Convertible Loan Disbursement Date Note (in each case, with respect any amendment and restatement mechanics built in as necessary that are in form and substance reasonably satisfactory to such applicable Lender and the Initial Convertible Loan Disbursement (or, if such assignment is made after the Initial Convertible Loan Disbursement Date, promptly (andAgent), in any event, within three (3) Business Days thereof) after such Lender’s request) a Convertible Noteeach case, payable to such Lender in an amount equal to the unpaid principal amount of applicable Loans held by such Lender (which, at the request of such Lender, may provide separate Convertible Notes for separate or different parts of the Loans held by such Lender). Each conversion of a Loan into Conversion Shares shall be set forth in the Convertible Note related to such Loan, each of which shall be in the form of Exhibit A; provided that, (i) for purposes of each of the Convertible Notes in respect of each of the Initial Convertible Loans, the initial Conversion Price shall be equal to 130% of the IPO Price, and (ii) for purposes of each of the Convertible Notes in respect of the Subsequent Convertible Loans, the initial Conversion Price shall be equal to the lesser of (i) 115% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date, and (ii) 120% of the arithmetic average of the Volume Weighted Average Price (as defined in, and determined in accordance with, the Convertible Notes) of the Common Shares on each of the fifteen (15) consecutive Trading Days immediately prior to the Subsequent Convertible Loan Disbursement Date; and provided, further, however, that in no event shall the initial Conversion Price of the Convertible Notes in respect of the Subsequent Convertible Loans be less than 62% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date ((the “Floor Price” and the limitation imposed by this proviso, the “Floor Price Limitation”). Notwithstanding anything to the contrary contained in this Agreement, the Loans (including any Convertible Notes Note(s) evidencing the Loans) are registered obligations, the right, title and interest of the Lenders and their successors and assignees in and to the Loans (Loan shall be transferable only upon notation of such transfer in the Register and the Convertible Notes evidencing the Loans)no assignment thereof shall be effective until recorded therein. This Section 1.4 shall be construed so that the Loan is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. (cd) The Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior written notice.

Loan Records. (a) The Borrower shall record on its books and records the amount of the Loans and unfunded Commitments, the interest rate applicable thereto, all payments of principal and interest thereon and the principal balance thereof from time to time outstanding. (b) The Agent, acting solely for this purpose as a non-fiduciary agent (solely for tax Tax purposes) shall establish and maintain at its office a record of ownership (the “Register”) in which the Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of each Lender in the Loan Loans and the unfunded Subsequent Convertible Loan Commitments, Commitments and any assignment of any such interest or interests, and accounts in the Register in accordance with its usual practice in which it shall record (i) the names and addresses of the Lenders (and any change thereto pursuant to this Agreement), (ii) the amount of the Loan Loans and the unfunded Subsequent Convertible Loan Commitments and each funding of any participation therein, (iii) the amount of any principal, interest, charge, fee or other amount due and payable or paid, and (iv) any other payment received by the Lenders from the Borrower and its application to the Loan and the unfunded Subsequent Convertible Loan CommitmentsLoans. Reasonably promptly after making each such registration, the Agent shall provide written notice thereof to the Borrower. The entries in the Register shall be conclusive absent conclusive, in the absence of manifest error, and the Borrower, each Lender and the Agent and the Lenders shall treat each Person person whose name is recorded in the Register pursuant to as the terms hereof as a Lender hereunder owner of the Loans for all purposes of this Agreement. (bc) The Loans made by each Lender are evidenced by this Agreement. Additionally, the Borrower shall execute and deliver to each Lender (and/or, if applicable and if so requested by any assignee Lender pursuant to the assignment provisions of Section 9.4) on the Initial Convertible Loan Disbursement Closing Date with respect to the Initial Convertible Loan Disbursement (or, if such assignment is made after the Initial Convertible Loan Disbursement Closing Date, promptly (and, in any event, within three (3) Business Days thereof) after such Lender’s request) a Convertible Note, payable to such Lender in an amount equal to the unpaid principal amount of applicable Loans held by such Lender (which, at the request of such Lender, may provide separate Convertible Notes for separate or different parts of the Loans held by such Lender). Each conversion of a Loan into Conversion Shares shall be set forth in the Convertible Note related to such Loan, each of which shall be in the form of Exhibit A; provided that, (i) for purposes of each of the Convertible Notes in respect of each of the Initial Convertible Loans, the initial Conversion Price shall be equal to 130% of the IPO Price, and (ii) for purposes of each of the Convertible Notes in respect of the Subsequent Convertible Loans, the initial Conversion Price shall be equal to the lesser of (i) 115% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date, and (ii) 120% of the arithmetic average of the Volume Weighted Average Price (as defined in, and determined in accordance with, the Convertible Notes) of the Common Shares on each of the fifteen (15) consecutive Trading Days immediately prior to the Subsequent Convertible Loan Disbursement Date; and provided, further, however, that in no event shall the initial Conversion Price of the Convertible Notes in respect of the Subsequent Convertible Loans be less than 62% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date ((the “Floor Price” and the limitation imposed by this proviso, the “Floor Price Limitation”). Notwithstanding anything to the contrary contained in this Agreement, the Loans (including any Convertible Notes evidencing the Loans) are registered obligations, the right, title and interest of the Lenders and their successors and assignees in and to the Loans (shall be transferable only upon notation of such transfer in the Register and the Convertible Notes evidencing the Loans)no assignment thereof shall be effective until recorded therein. This Section 1.4 shall be construed so that the Loan is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. (cd) The Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior written notice.

Loan Records. (a) The AgentBorrower will record on its books and records the amount of the Loans, acting solely for this purpose as a non-fiduciary agent the unfunded amount of the Disbursement Commitments, the interest rate applicable thereto, all payments of principal and interest thereon and the principal balance thereof from time to time outstanding. (solely for tax purposesb) The Borrower shall establish and maintain at its office address referred to in Section 6.1, (i) a record of ownership (the “Register”) in which the Agent agrees to register by book entry of the interests (including any rights to receive payment hereunder) of each Lender in the Loan Loans and the unfunded Subsequent Convertible Loan Disbursement Commitments, and any assignment of any such interest or interests, and (ii) accounts in the Register in accordance with its usual practice in which it shall record (i1) the names and addresses of the Lenders (and any change thereto pursuant to this Agreement), (ii2) the amount of the Loan Loans and the unfunded Subsequent Convertible Loan Disbursement Commitments and each funding of any participation therein, (iii3) the amount of any principal, interest, charge, fee or other amount due and payable or paid, and (iv4) any other payment received by the Lenders from the Borrower and its application to the Loan Loans and the unfunded Subsequent Convertible Loan Disbursement Commitments. Reasonably promptly after making each such registration, The Register of the Agent shall provide written notice thereof to the Borrower. The entries in the Register Borrower shall be absolute, binding and conclusive absent manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. (bc) The Loans made by each Lender are evidenced by this Agreement. Additionally, the Borrower shall execute and deliver to each Lender (and/or, if applicable and if so requested by any assignee Lender pursuant to the assignment provisions of Section 9.46.5) on the Initial Convertible Loan each Disbursement Date with respect to the Initial Convertible Loan Disbursement (or, if such assignment is made after the Initial Convertible Loan applicable Disbursement Date, promptly (and, in any event, within three (3) Business Days thereof) after such Lender’s request) a Convertible Note, Note payable to such Lender in an amount equal to the unpaid principal amount of applicable the outstanding Loans held by such Lender (which, at the request of such Lender, may provide separate Convertible Notes for separate or different parts of the Loans held by such Lender). Each conversion of a Loan into Conversion Shares shall be set forth in the Convertible Note related to such Loan, each of which shall be in the form of Exhibit A; provided that, (i) for purposes of each of the Convertible Notes in respect of each of the Initial Convertible Loans, the initial Conversion Price shall be equal to 130% of the IPO Price, and (ii) for purposes of each of the Convertible Notes in respect of the Subsequent Convertible Loans, the initial Conversion Price shall be equal to the lesser of (i) 115% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date, and (ii) 120% of the arithmetic average of the Volume Weighted Average Price (as defined in, and determined in accordance with, the Convertible Notes) of the Common Shares on each of the fifteen (15) consecutive Trading Days immediately prior to the Subsequent Convertible Loan Disbursement Date; and provided, further, however, that in no event shall the initial Conversion Price of the Convertible Notes in respect of the Subsequent Convertible Loans be less than 62% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date ((the “Floor Price” and the limitation imposed by this proviso, the “Floor Price Limitation”). Notwithstanding anything to the contrary contained in this Agreement, the Loans (including any Convertible Notes evidencing the Loans) are registered obligations, the right, title and interest of the Lenders and their successors and assignees in and to the Loans (and the Convertible Notes evidencing the Loans). This Section 1.4 shall be construed so that the Loan is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. (c) The Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior written notice.request

Loan Records. (a) The AgentBorrower shall record on its books and records the amount of the Loan, acting solely for this purpose as the type and tranche of the Loans (whether the Loan is a non-fiduciary agent First Out Waterfall Loan or a Last Out Waterfall Loan), the interest rate applicable thereto, all payments of principal and interest thereon and the principal balance thereof from time to time outstanding. (solely for tax purposesb) The Borrower shall establish and maintain at its office address referred to in Section 6.1, a record of ownership (the “Register”) in which the Agent Borrower agrees to register by book entry the interests (including any rights to receive payment hereunder) of each Lender in the Loan (including whether the Lender is a First Out Waterfall Lender or a Last Out Waterfall Lender and whether the unfunded Subsequent Convertible Loan Commitmentsis a First Out Waterfall Loan or a Last Out Waterfall Lender), and any assignment of any such interest or interests, and accounts in the . The Borrower shall maintain such Register in accordance with its usual practice in which it and customary business practices and the Borrower shall record (i1) the names and addresses of the Lenders (and any change thereto pursuant to this Agreement), (ii2) the amount of the Loan (and whether the unfunded Subsequent Convertible amount of such Loan Commitments is related to a First Out Waterfall Loan or a Last Out Waterfall Loan) and each funding of any participation therein, (iii3) the amount of any principal, interest, charge, fee or other amount due and payable or paid, and (iv4) any other payment received by the Lenders from the Borrower and its application to the Loan and the unfunded Subsequent Convertible Loan Commitments. Reasonably promptly after making each such registration, the Agent shall provide written notice thereof to the Borrower. The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this AgreementLoan. (bc) The Loans made by each Lender are evidenced by this Agreement and the Loan Notes issued pursuant to the Prior Facility Agreement. AdditionallyOn the Agreement Date, the Borrower shall execute and deliver to (x) each First Out Waterfall Lender, a new First Out Waterfall Note and (y) each Last Out Waterfall Lender, a new Last Out Waterfall Note, and after the Agreement Date the Borrower shall execute and deliver to each Lender (and/or, if applicable and if so requested by any assignee Lender pursuant to the assignment provisions of Section 9.46.5) on the Initial Convertible date of request by such Lender an amended and restated Loan Disbursement Date Note or new Loan Note (which (i) if to a First Out Waterfall Lender, shall be substantially in the form of a First Out Waterfall Note attached hereto as Exhibit A-1, and (ii) if to a Last Out Waterfall Lender, shall be substantially in the form of a Last Out Waterfall Note attached hereto as Exhibit A-2 (in each case, with respect any amendment and restatement mechanics built in as necessary that are in form and substance reasonably satisfactory to such applicable Lender and the Initial Convertible Loan Disbursement (or, if such assignment is made after the Initial Convertible Loan Disbursement Date, promptly (andAgent)), in any event, within three (3) Business Days thereof) after such Lender’s request) a Convertible Noteeach case, payable to such Lender in an amount equal to the unpaid principal amount of applicable the Loans held by such Lender (which, at the request of such Lender, may provide Lender shall be in the form of separate Convertible Loan Notes (taking into account the type and tranche of Loan) for separate or different parts of the Loans (taking into account the type and tranche of Loan) held by such Lender). Each conversion On the Second Amendment Effective Date, the Borrower shall execute and deliver to each First Out Waterfall Lender, a new First Out Waterfall Note (which shall be substantially in the form of a Loan into Conversion Shares shall be set forth First Out Waterfall Note attached hereto as Exhibit A-3 (in the Convertible Note related each case, with any amendment and restatement mechanics built in as necessary that are in form and substance reasonably satisfactory to such LoanFirst Out Waterfall Lender and the Agent)), in each case, payable to such First Out Waterfall Lender in an amount equal to the unpaid principal amount of which the First Out Waterfall Loans held by such First Out Waterfall Lender (which, at the request of such First Out Waterfall Lender shall be in the form of Exhibit A; provided thatseparate Loan Notes (taking into account the type and tranche of Loan) for separate or different parts of the Loans (taking into account the type and tranche of Loan) held by such First Out Waterfall Lender). For the avoidance of doubt, each “Loan Note” (as defined in the Prior Facility Agreement) and each “Loan Note” (as defined in this Agreement immediately prior to giving effect to the Second Amendment), as applicable, issued, executed and/or delivered by the Borrower prior to the Agreement Date or the Second Amendment Effective Date, as applicable, remains valid, binding and enforceable against the Borrower and continues to evidence and cover the Loans and other Obligations owed to such Lender that is the holder or beneficiary of such Loan Note, and, (iA) for purposes of each effective on the Agreement Date, shall be deemed amended and restated to be in the form of the Convertible First Out Waterfall Loan Note attached hereto as Exhibit A-1 (whether or not the new First Out Waterfall Loan Notes in respect of each of have then been delivered to the Initial Convertible Loans, the initial Conversion Price shall be equal to 130% of the IPO PriceFirst Out Waterfall Lenders as required hereby), and (iiB) for purposes of each effective on the Second Amendment Effective Date, shall be deemed amended and restated to be in the form of the Convertible First Out Waterfall Loan Note attached hereto as Exhibit A-3 (whether or not the new First Out Waterfall Loan Notes in respect of have then been delivered to the Subsequent Convertible LoansFirst Out Waterfall Lenders as required hereby). On and after the Agreement Date, the initial Conversion Price principal of, and accrued and unpaid interest on, the First Out Waterfall Notes (and the First Out Waterfall Loans evidenced thereby) shall be equal to convertible into shares of Common Stock as provided in the lesser of (i) 115% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date, and (ii) 120% of the arithmetic average of the Volume Weighted Average Price (as defined in, and determined in accordance with, the Convertible First Out Waterfall Notes) of the Common Shares on each of the fifteen (15) consecutive Trading Days immediately prior to the Subsequent Convertible Loan Disbursement Date; and provided, further, however, that in no event shall the initial Conversion Price of the Convertible Notes in respect of the Subsequent Convertible Loans be less than 62% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date ((the “Floor Price” and the limitation imposed by this proviso, the “Floor Price Limitation”). Notwithstanding anything to the contrary contained in this Agreement, the Loans (including any Convertible Notes Note(s) evidencing the Loans) are registered obligations, the right, title and interest of the Lenders and their successors and assignees in and to the Loans (Loan shall be transferable only upon notation of such transfer in the Register and the Convertible Notes evidencing the Loans)no assignment thereof shall be effective until recorded therein. This Section 1.4 shall be construed so that the Loan is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. (cd) The Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrower Borrower, Agent or any such Lender at any reasonable time and from time to time upon reasonable prior written notice, or when an Event of Default or Default exists, with just notice (whether reasonable or not) by Agent or any such Lender.

Loan Records. (a) The AgentBorrower shall record on its books and records the amount of the Loan, acting solely for this purpose as the type and tranche of the Loans (whether the Loan is a non-fiduciary agent First Out Waterfall Loan or a Last Out Waterfall Loan), the interest rate applicable thereto, all payments of principal and interest thereon and the principal balance thereof from time to time outstanding. (solely for tax purposesb) The Borrower shall establish and maintain at its office address referred to in Section 6.1, a record of ownership (the “Register”) in which the Agent Borrower agrees to register by book entry the interests (including any rights to receive payment hereunder) of each Lender in the Loan (including whether the Lender is a First Out Waterfall Lender or a Last Out Waterfall Lender and whether the unfunded Subsequent Convertible Loan Commitmentsis a First Out Waterfall Loan or a Last Out Waterfall Lender), and any assignment of any such interest or interests, and accounts in the . The Borrower shall maintain such Register in accordance with its usual practice in which it and customary business practices and the Borrower shall record (i1) the names and addresses of the Lenders (and any change thereto pursuant to this Agreement), (ii2) the amount of the Loan (and whether the unfunded Subsequent Convertible amount of such Loan Commitments is related to a First Out Waterfall Loan or a Last Out Waterfall Loan) and each funding of any participation therein, (iii3) the amount of any principal, interest, charge, fee or other amount due and payable or paid, and (iv4) any other payment received by the Lenders from the Borrower and its application to the Loan and the unfunded Subsequent Convertible Loan Commitments. Reasonably promptly after making each such registration, the Agent shall provide written notice thereof to the Borrower. The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this AgreementLoan. (bc) The Loans made by each Lender are evidenced by this Agreement and the Loan Notes issued pursuant to the Prior Facility Agreement. AdditionallyOn the Agreement Date, the Borrower shall execute and deliver to (x) each First Out Waterfall Lender, a new First Out Waterfall Note and (y) each Last Out Waterfall Lender, a new Last Out Waterfall Note, and after the Agreement Date the Borrower shall execute and deliver to each Lender (and/or, if applicable and if so requested by any assignee Lender pursuant to the assignment provisions of Section 9.46.5) on the Initial Convertible date of request by such Lender an amended and restated Loan Disbursement Date Note or new Loan Note (which (i) if to a First Out Waterfall Lender, shall be substantially in the form of a First Out Waterfall Note attached hereto as Exhibit A-1, and (ii) if to a Last Out Waterfall Lender, shall be substantially in the form of a Last Out Waterfall Note attached hereto as Exhibit A-2 (in each case, with respect any amendment and restatement mechanics built in as necessary that are in form and substance reasonably satisfactory to such applicable Lender and the Initial Convertible Loan Disbursement (or, if such assignment is made after the Initial Convertible Loan Disbursement Date, promptly (andAgent)), in any event, within three (3) Business Days thereof) after such Lender’s request) a Convertible Noteeach case, payable to such Lender in an amount equal to the unpaid principal amount of applicable the Loans held by such Lender (which, at the request of such Lender, may provide Lender shall be in the form of separate Convertible Loan Notes (taking into account the type and tranche of Loan) for separate or different parts of the Loans (taking into account the type and tranche of Loan) held by such Lender). Each conversion For the avoidance of a doubt, each “Loan into Conversion Shares Note” (as defined in the Prior Facility Agreement) issued, executed and/or delivered by the Borrower prior to the Agreement Date remains valid, binding and enforceable against the Borrower and continues to evidence and cover the Loans and other Obligations owed to such Lender that is the holder or beneficiary of such Loan Note and, effective on the Agreement Date, shall be set forth in the Convertible Note related deemed amended and restated to such Loan, each of which shall be in the form of the First Out Waterfall Loan Note attached hereto as Exhibit A; provided that, A-1 (i) for purposes of each of whether or not the Convertible new First Out Waterfall Loan Notes in respect of each of have then been delivered to the Initial Convertible LoansFirst Out Waterfall Lenders as required hereby). On and after the Agreement Date, the initial Conversion Price principal of, and accrued and unpaid interest on, the First Out Waterfall Notes (and the First Out Waterfall Loans evidenced thereby) shall be equal to 130% convertible into shares of Common Stock as provided in the IPO Price, and (ii) for purposes of each of the Convertible Notes in respect of the Subsequent Convertible Loans, the initial Conversion Price shall be equal to the lesser of (i) 115% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date, and (ii) 120% of the arithmetic average of the Volume Weighted Average Price (as defined in, and determined in accordance with, the Convertible First Out Waterfall Notes) of the Common Shares on each of the fifteen (15) consecutive Trading Days immediately prior to the Subsequent Convertible Loan Disbursement Date; and provided, further, however, that in no event shall the initial Conversion Price of the Convertible Notes in respect of the Subsequent Convertible Loans be less than 62% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date ((the “Floor Price” and the limitation imposed by this proviso, the “Floor Price Limitation”). Notwithstanding anything to the contrary contained in this Agreement, the Loans (including any Convertible Notes Note(s) evidencing the Loans) are registered obligations, the right, title and interest of the Lenders and their successors and assignees in and to the Loans (Loan shall be transferable only upon notation of such transfer in the Register and the Convertible Notes evidencing the Loans)no assignment thereof shall be effective until recorded therein. This Section 1.4 shall be construed so that the Loan is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. (cd) The Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrower Borrower, Agent or any such Lender at any reasonable time and from time to time upon reasonable prior written notice, or when an Event of Default or Default exists, with just notice (whether reasonable or not) by Agent or any such Lender.

Loan Records. (a) The Borrower shall record on its books and records the amount of the Loan, the interest rate applicable thereto, all payments of principal and interest thereon and the principal balance thereof from time to time outstanding. (b) The Agent, acting solely for this purpose as a non-fiduciary agent (solely for tax purposes) shall establish and maintain at its office a record of ownership (the “Register”) in which the Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of each Lender in the Loan and the unfunded Subsequent Convertible Loan CommitmentsLoan, and any assignment of any such interest or interests, and accounts in the Register in accordance with its usual practice in which it shall record (i) the names and addresses of the Lenders (and any change thereto pursuant to this Agreement), (ii) the amount of the Loan and the unfunded Subsequent Convertible Loan Commitments and each funding of any participation thereinLoan, (iii) the amount of any principal, interest, charge, fee or other amount due and payable or paid, and (iv) any other payment received by the Lenders from the Borrower and its application to the Loan and the unfunded Subsequent Convertible Loan CommitmentsLoan. Reasonably promptly after making each such registration, the Agent shall provide written notice thereof to the Borrower. The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. (bc) The Loans made by each Lender are evidenced by this Agreement and the Convertible Notes issued pursuant to this Agreement. AdditionallyOn the Closing Date, the Borrower shall execute and deliver to each Lender a new Convertible Note, and after the Closing Date the Borrower shall execute and deliver to each Lender (and/or, if applicable and if so requested by any assignee Lender pursuant to the assignment provisions of Section 9.48.4) on the Initial date of request by such Lender an amended and restated Convertible Loan Disbursement Date Note (in each case, with respect any amendment and restatement mechanics built in as necessary that are in form and substance reasonably satisfactory to such applicable Lender and the Initial Convertible Loan Disbursement (or, if such assignment is made after the Initial Convertible Loan Disbursement Date, promptly (andAgent), in any event, within three (3) Business Days thereof) after such Lender’s request) a Convertible Noteeach case, payable to such Lender in an amount equal to the unpaid principal amount of applicable Loans held by such Lender (which, at the request of such Lender, may provide separate Convertible Notes for separate or different parts of the Loans held by such Lender). Each conversion of a Loan into Conversion Shares shall be set forth in the Convertible Note related to such Loan, each of which shall be in the form of Exhibit A; provided that, (i) for purposes of each of the Convertible Notes in respect of each of the Initial Convertible Loans, the initial Conversion Price shall be equal to 130% of the IPO Price, and (ii) for purposes of each of the Convertible Notes in respect of the Subsequent Convertible Loans, the initial Conversion Price shall be equal to the lesser of (i) 115% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date, and (ii) 120% of the arithmetic average of the Volume Weighted Average Price (as defined in, and determined in accordance with, the Convertible Notes) of the Common Shares on each of the fifteen (15) consecutive Trading Days immediately prior to the Subsequent Convertible Loan Disbursement Date; and provided, further, however, that in no event shall the initial Conversion Price of the Convertible Notes in respect of the Subsequent Convertible Loans be less than 62% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date ((the “Floor Price” and the limitation imposed by this proviso, the “Floor Price Limitation”). Notwithstanding anything to the contrary contained in this Agreement, the Loans (including any Convertible Notes Note(s) evidencing the Loans) are registered obligations, the right, title and interest of the Lenders and their successors and assignees in and to the Loans (and the Convertible Notes evidencing the Loans). This Section 1.4 Loan shall be construed so that the Loan is at all times maintained in “registered form” within the meaning transferable only upon notation of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. (c) The Borrower, the Agent and the Lenders shall treat each Person whose name is recorded such transfer in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender and no assignment thereof shall be available for access by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior written notice.effective until recorded therein. This

Loan Records. (a) The AgentBorrower shall record on its books and records the amount of the Loan, acting solely for this purpose as a non-fiduciary agent the interest rate applicable thereto, all payments of principal and interest thereon and the principal balance thereof from time to time outstanding. (solely for tax purposesb) The Borrower shall establish and maintain at its office address referred to in Section 6.1, a record of ownership (the “Register”) in which the Agent Borrower agrees to register by book entry the interests (including any rights to receive payment hereunder) of each Lender in the Loan and the unfunded Subsequent Convertible Loan Commitments, and any assignment of any such interest or interests, and (ii) accounts in the Register in accordance with its usual practice in which it shall record (i1) the names and addresses of the Lenders (and any change thereto pursuant to this Agreement), (ii2) the amount of the Loan and the unfunded Subsequent Convertible Loan Commitments and each funding of any participation therein, (iii3) the amount of any principal, interest, charge, fee or other amount due and payable or paid, and (iv4) any other payment received by the Lenders from the Borrower and its application to the Loan and the unfunded Subsequent Convertible Loan Commitments. Reasonably promptly after making each such registration, the Agent shall provide written notice thereof to the Borrower. The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this AgreementLoan. (bc) The Loans made by each Lender are evidenced by this Agreement. Additionally, the Borrower shall execute and deliver to each Lender (and/or, if applicable and if so requested by any assignee Lender pursuant to the assignment provisions of Section 9.46.5) on the Initial Convertible Loan Disbursement Agreement Date with respect to the Initial Convertible Loan Disbursement (or, if such assignment is made after the Initial Convertible Loan Disbursement Agreement Date, promptly (and, in any event, within three (3) Business Days thereof) after such Lender’s request) a Convertible Note, Loan Note (with respect to the Disbursement) payable to such Lender in an amount equal to the unpaid principal amount of applicable the Loans held by such Lender (which, at the request of such Lender, may provide separate Convertible Notes for separate or different parts of the Loans held by such Lender). Each conversion of a Loan into Conversion Shares shall be set forth in the Convertible Note related to such Loan, each of which shall be in the form of Exhibit A; provided that, (i) for purposes of each of the Convertible Notes in respect of each of the Initial Convertible Loans, the initial Conversion Price shall be equal to 130% of the IPO Price, and (ii) for purposes of each of the Convertible Notes in respect of the Subsequent Convertible Loans, the initial Conversion Price shall be equal to the lesser of (i) 115% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date, and (ii) 120% of the arithmetic average of the Volume Weighted Average Price (as defined in, and determined in accordance with, the Convertible Notes) of the Common Shares on each of the fifteen (15) consecutive Trading Days immediately prior to the Subsequent Convertible Loan Disbursement Date; and provided, further, however, that in no event shall the initial Conversion Price of the Convertible Notes in respect of the Subsequent Convertible Loans be less than 62% of the Conversion Price in effect under the Convertible Notes in respect of the Initial Convertible Loans as of the Subsequent Convertible Loan Disbursement Date ((the “Floor Price” and the limitation imposed by this proviso, the “Floor Price Limitation”). Notwithstanding anything to the contrary contained in this Agreement, the Loans (including any Convertible Notes Note(s) evidencing the Loans) are registered obligations, the right, title and interest of the Lenders and their successors and assignees in and to the Loans (Loan shall be transferable only upon notation of such transfer in the Register and the Convertible Notes evidencing the Loans)no assignment thereof shall be effective until recorded therein. This Section 1.4 shall be construed so that the Loan is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. (cd) The Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrower Borrower, Agent or any such Lender at any reasonable time and from time to time upon reasonable prior written notice, or when an Event of Default or Default exists, with just notice (whether reasonable or not) by Agent or any such Lender.