Common use of True-Up Clause in Contracts

True-Up. On the date that is twenty (20) Trading Days (a “True-Up Date”) from each date that the Redemption Conversion Shares delivered by Borrower to Lender become Free Trading, there shall be a true-up where Borrower shall deliver to Lender additional Redemption Conversion Shares (“True-Up Shares”) if the Redemption Conversion Price as of the True-Up Date is less than the Redemption Conversion Price used in the applicable Redemption Notice. In such event, Borrower shall deliver to Lender within three (3) Trading Days of the True-Up Date (the “True-Up Share Delivery Date”) a number of True-Up Shares equal to the difference between the number of Redemption Conversion Shares that would have been delivered to Lender on the True-Up Date based on the Redemption Conversion Price as of the True-Up Date and the number of Redemption Conversion Shares originally delivered to Lender pursuant to the applicable Redemption Notice. For the avoidance of doubt, if the Redemption Conversion Price as of the True-Up Date is higher than the Redemption Conversion Price set forth in the applicable Redemption Notice, then Borrower shall have no obligation to deliver True-Up Shares to Lender, nor shall Lender have any obligation to return any excess Redemption Conversion Shares to Borrower under any circumstance. For the convenience of Borrower only, Lender may, in its sole discretion, deliver to Borrower a notice (pursuant to a form of notice substantially in the form attached hereto as Exhibit C) informing Borrower of the number of True-Up Shares it is obligated to deliver to Lender as of any given True-Up Date, provided that if Lender does not deliver any such notice, Borrower shall not be relieved of its obligation to deliver True-Up Shares pursuant to this Section 11. Notwithstanding the foregoing, if Borrower fails to deliver any required True-Up Shares on or before any applicable True-Up Share Delivery Date, then in such event the Outstanding Balance of this Note will automatically increase by a sum equal to the number of True-Up Shares deliverable as of the applicable True-Up Date multiplied by the Market Price for the Common Stock as of the applicable True-Up Date (under Lender’s and Borrower’s expectations that any such increase will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144).

True-Up. On the date that is twenty (20) Trading Days (a “True-Up Date”) from each date that the Redemption Installment Conversion Shares delivered by Borrower to Lender become Free Trading, there shall be a true-up where Borrower shall deliver to Lender additional Redemption Installment Conversion Shares (“True-Up Shares”) if the Redemption Installment Conversion Price as of the True-Up Date is less than the Redemption Installment Conversion Price used in the applicable Redemption Installment Notice. In such event, Borrower shall deliver to Lender within three (3) Trading Days of the True-Up Date (the “True-Up Share Delivery Date”) a number of True-Up Shares equal to the difference between the number of Redemption Installment Conversion Shares that would have been delivered to Lender on the True-Up Date based on the Redemption Installment Conversion Price as of the True-Up Date and the number of Redemption Installment Conversion Shares originally delivered to Lender pursuant to the applicable Redemption Installment Notice. For the avoidance of doubt, if the Redemption Installment Conversion Price as of the True-Up Date is higher than the Redemption Installment Conversion Price set forth in the applicable Redemption Installment Notice, then Borrower shall have no obligation to deliver True-Up Shares to Lender, nor shall Lender have any obligation to return any excess Redemption Installment Conversion Shares to Borrower under any circumstance. For the convenience of Borrower only, Lender may, in its sole discretion, deliver to Borrower a notice (pursuant to a form of notice substantially in the form attached hereto as Exhibit C) informing Borrower of the number of True-Up Shares it is obligated to deliver to Lender as of any given True-Up Date, provided that if Lender does not deliver any such notice, Borrower shall not be relieved of its obligation to deliver True-Up Shares pursuant to this Section 11. Notwithstanding the foregoing, if Borrower fails to deliver any required True-Up Shares on or before any applicable True-Up Share Delivery Date, then in such event the Outstanding Balance of this Note will automatically increase by a sum equal to the number of True-Up Shares deliverable as of the applicable True-Up Date multiplied by the Market Price for the Common Stock as of the applicable True-Up Date (under Lender’s and Borrower’s expectations that any such increase will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144).

True-Up. On (a) No later than ninety (90) calendar days after the date that is twenty Closing Date, Buyer shall prepare and deliver, or cause to be prepared and delivered, to Seller a certificate (20the “Post-Closing Statement”), executed by an executive officer of Buyer, setting forth Buyer’s good faith calculation of as of the opening of business on the Closing Date: (i) Trading Days the amount of the Company’s Cash; (ii) the amount of the Company’s Debt; and (iii) the amount of the Company’s Net Asset Balance; (iv) the amount of the Company’s unpaid Transaction Expenses, together with a calculation of the Closing Consideration based on the foregoing amounts as well as reasonably detailed supporting documentation for such calculation. (b) Seller shall have thirty (30) days following its receipt of the Post-Closing Statement (the “True-Up DateReview Period”) from each date that to review the Redemption Conversion Shares delivered by Borrower to Lender become Free Tradingsame. On or before the expiration of the Review Period, there shall be a true-up where Borrower Seller shall deliver to Lender additional Redemption Conversion Shares Buyer a written statement accepting or disputing the Post-Closing Statement. In the event that Seller shall dispute the Post-Closing Statement, such statement shall include a reasonably detailed itemization of Seller’s objections and the reasons therefor (such statement, a “True-Up SharesDispute Statement”) if the Redemption Conversion Price as ). Any component of the TruePost-Up Date Closing Statement that is less than not disputed in a Dispute Statement shall be final and binding on the Redemption Conversion Price used Parties and not subject to appeal. If Seller does not deliver a Dispute Statement to Buyer within the Review Period or delivers a statement accepting the Post-Closing Statement, the Post-Closing Statement shall be final and binding on the Parties and not subject to appeal. For clarity, any accounts receivable reflected in the applicable Redemption Notice. In Closing Financial Certificate that are not collected within seventy-five (75) calendar days after the Closing Date may be treated by Buyer as invalid in the Post-Closing Statement and such eventtreatment may not be disputed by Seller in the Dispute Statement. (c) If Seller delivers a Dispute Statement during the Review Period, Borrower Buyer and Seller shall deliver promptly meet and attempt in good faith to Lender within three (3) Trading Days of the True-Up Date (the “True-Up Share Delivery Date”) a number of True-Up Shares equal resolve their differences with respect to the difference between the number of Redemption Conversion Shares that would have been delivered to Lender on the True-Up Date based on the Redemption Conversion Price as of the True-Up Date and the number of Redemption Conversion Shares originally delivered to Lender pursuant to the applicable Redemption Notice. For the avoidance of doubt, if the Redemption Conversion Price as of the True-Up Date is higher than the Redemption Conversion Price disputed items set forth in the applicable Redemption NoticeDispute Statement during the thirty (30) calendar days immediately following Buyer’s receipt of the Dispute Statement, then Borrower or such longer period as Buyer and Seller may mutually agree (the “Resolution Period”). Any such disputed items that are mutually resolved in writing by Buyer and Seller during the Resolution Period shall have no obligation be final and binding on the Parties and not subject to deliver True-Up Shares appeal. If Buyer and Seller do not mutually resolve in writing all such disputed items by the end of the Resolution Period, Buyer and Seller shall submit all items remaining in dispute with respect to Lenderthe Dispute Statement to an independent accounting firm (in each case, nor as Buyer and Seller shall Lender have reasonably agree) (the “Accounting Firm”) for review and resolution. The Accounting Firm shall act as an expert and not an arbitrator. The Accounting Firm shall determine only those items remaining in dispute between Buyer and Seller, and shall only be permitted or authorized to determine an amount with respect to any obligation to return any excess Redemption Conversion Shares to Borrower under any circumstance. For such disputed item that is within the convenience range of Borrower only, Lender may, in its sole discretion, deliver to Borrower a notice (pursuant to a form the amount of notice substantially such disputed item as proposed by Buyer in the form attached hereto Post-Closing Statement and the amount of such disputed item as Exhibit Cproposed by Seller in the Dispute Statement. Each of Buyer and Seller shall (i) informing Borrower enter into a customary engagement letter with the Accounting Firm at the time such dispute is submitted to the Accounting Firm and otherwise cooperate with the Accounting Firm, (ii) have the opportunity to submit a written statement in support of their respective positions with respect to such disputed items, to provide supporting material to the number Accounting Firm in defense of True-Up Shares it is obligated their respective positions with respect to such disputed items and to submit a written statement responding to the other Party’s position with respect to such disputed items and (iii) subject to customary confidentiality and indemnity agreements, provide the Accounting Firm with access to their respective books, records, personnel and representatives and such other information as the Accounting Firm may require in order to render its determination. The Accounting Firm shall be instructed to deliver to Lender Buyer and Seller a written determination (such determination to include a worksheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Accounting Firm by Buyer and Seller) of the disputed items within thirty (30) calendar days of receipt of the disputed items, which determination shall be final and binding on the Parties and not subject to appeal. All fees and expenses relating to the work (if any) to be performed by the Accounting Firm will be allocated between Buyer, on the one hand, and Seller (on behalf of the Effective Time Holders), on the other hand, in the same proportion that the aggregate amount of the disputed items so submitted to the Accounting Firm that is unsuccessfully disputed by each such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of any given True-Up Date, provided that if Lender does not deliver any such notice, Borrower items so submitted. Such allocation calculation shall not be relieved made by the Accounting Firm as part of its obligation to deliver True-Up Shares determination. (d) The Closing Consideration, calculated based on: (i) the amount of the Company’s Cash; (ii) the amount of the Company’s Debt; and (iii) the amount of the Company’s Net Asset Balance; (iv) the amount of the Company’s unpaid Transaction Expenses, each as deemed final and binding on the Parties pursuant to this Section 11. Notwithstanding 2.8, is referred to herein as the foregoing“Final Closing Consideration”. (e) If the amount of the Final Closing Consideration exceeds the amount of the Closing Consideration calculated based on the Closing Financial Certificate (such excess amount, if Borrower fails to deliver any required True-Up Shares on or before any applicable True-Up Share Delivery Datethe “Positive Adjustment”), then in then the amount of such event the Outstanding Balance of this Note Positive Adjustment will automatically increase by a sum equal be added to the number of True-Up Shares deliverable as First Installment Payment. (f) If the amount of the applicable True-Up Date multiplied by Closing Consideration calculated based on the Market Price for Closing Financial Certificate exceeds the Common Stock as amount of the applicable True-Up Date Final Closing Consideration (the “Negative Adjustment”), the amount of such Negative Adjustment shall be recovered by Buyer via offset against the First Installment Payment, and in the event that after such offset a portion of the Negative Adjustment remains unpaid, then Buyer in its sole discretion may offset such remaining unpaid amount against the Second Installment Payment or may require Seller to repay such amount to Buyer. (g) Any payment made under Lender’s and Borrower’s expectations that any such increase will tack back this Section 2.8, to the Purchase Price Date maximum extent permitted by applicable Law, shall be treated for all Tax purposes of determining as an adjustment to the holding period under Rule 144)Total Consideration.

True-Up. On the date that is twenty (20) Trading Days (a “True-Up Date”) from each date that the Redemption Installment Conversion Shares delivered by Borrower to Lender become Free Trading, there shall be a true-up where Borrower shall deliver to Lender additional Redemption Installment Conversion Shares (“True-Up Shares”) if the Redemption Installment Conversion Price as of the True-Up Date is less than the Redemption Installment Conversion Price used in the applicable Redemption Installment Notice. In such event, Borrower shall deliver to Lender within three (3) Trading Days of the True-Up Date (the “True-Up Share Delivery Date”) a number of True-Up Shares equal to the difference between the number of Redemption Installment Conversion Shares that would have been delivered to Lender on the True-Up Date based on the Redemption Installment Conversion Price as of the True-Up Date and the number of Redemption Installment Conversion Shares originally delivered to Lender pursuant to the applicable Redemption Installment Notice. For the avoidance of doubt, if the Redemption Installment Conversion Price as of the True-Up Date is higher than the Redemption Installment Conversion Price set forth in the applicable Redemption Installment Notice, then Borrower shall have no obligation to deliver True-Up Shares to Lender, nor shall Lender have any obligation to return any excess Redemption Installment Conversion Shares to Borrower under any circumstance. For the convenience of Borrower only, Lender may, in its sole discretion, deliver to Borrower a notice (pursuant to a form of notice substantially in the form attached hereto as Exhibit C) informing Borrower of the number of True-Up Shares it is obligated to deliver to Lender as of any given True-Up Date, provided that if Lender does not deliver any such notice, Borrower shall not be relieved of its obligation to deliver True-Up Shares pursuant to this Section 11. Notwithstanding the foregoing, if Borrower fails to deliver any required True-Up Shares on or before any applicable True-Up Share Delivery Date, then in such event the Outstanding Balance of this Note will automatically increase by a sum equal to the number of True-Up Shares deliverable as of the applicable True-Up Date multiplied by the Market Price for the Common Stock as of the applicable True-Up Date (under LenderXxxxxx’s and Borrower’s expectations that any such increase will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144).

True-Up. On (a) Upon the determination of the Final Purchase Price of the applicable Company Group: (i) If the amount of the Final Purchase Price for a Company Group is greater than the Estimated Olinda Purchase Price or the Estimated Providence Purchase Price (as applicable), the Buyer will pay to the Sellers’ Representative (for the benefit of the shareholders of Trust I or the Providence Sellers (as applicable)), the amount by which such Final Purchase Price is greater than the Estimated Olinda A-18 Purchase Price or the Estimated Providence Purchase Price (as applicable). In determining any such amounts payable by Buyer pursuant to this Section 2.7(a)(i), such determination shall take into consideration the Olinda Specified Assets Payment and the Providence Specified Assets Payment paid by Buyer at Closing and the Providence Working Capital Surplus or Olinda Working Capital Surplus, if any, not paid by Buyer at Closing and contemplated to be paid at this time as set forth in Section 2.1(b)(iii). If a payment is required to be made by the Buyer to the Sellers’ Representative pursuant to this Section 2.7(a)(i), within twelve (12) Business Days after such determination, the Buyer shall pay such amount to the Sellers’ Representative (for the benefit of the shareholders of Trust I or the Providence Sellers (as applicable)) by wire transfer of immediately available funds in such manner as is notified to the Buyer by the Sellers’ Representative in writing no later than two (2) Business Days prior to the date that is twenty (20of payment. Any payment made by the Buyer pursuant to this Section 2.7(a)(i) Trading Days (a “True-Up Date”) from each date that the Redemption Conversion Shares delivered by Borrower to Lender become Free Trading, there shall be a true-up where Borrower shall deliver to Lender additional Redemption Conversion Shares made together with interest on such amount accruing at the Interest Rate from the Closing Date to, but excluding, the date of such payment. (“True-Up Shares”ii) if If the Redemption Conversion Price as amount of the True-Up Date Final Purchase Price for a Company Group is less than the Redemption Conversion Estimated Olinda Purchase Price used in or the applicable Redemption NoticeEstimated Providence Purchase Price (as applicable), on the fifth (5th) Business Day after such determination, the Buyer may retain the amount by which such Final Purchase Price is less than the Estimated Olinda Purchase Price or the Estimated Providence Purchase Price (as applicable) for such Company Group, from the Olinda Indemnity Holdback or the Providence Indemnity Holdback (as applicable). In such event, Borrower no event shall deliver Trust I be required to Lender within three (3) Trading Days of the True-Up Date (the “True-Up Share Delivery Date”) a number of True-Up Shares equal to the difference between the number of Redemption Conversion Shares that would have been delivered to Lender on the True-Up Date based on the Redemption Conversion Price as of the True-Up Date and the number of Redemption Conversion Shares originally delivered to Lender pursuant to the applicable Redemption Notice. For the avoidance of doubt, if the Redemption Conversion Price as of the True-Up Date is higher than the Redemption Conversion Price set forth in the applicable Redemption Notice, then Borrower shall have no obligation to deliver True-Up Shares to Lender, nor shall Lender have make any obligation to return any excess Redemption Conversion Shares to Borrower under any circumstance. For the convenience of Borrower only, Lender may, in its sole discretion, deliver to Borrower a notice (pursuant to a form of notice substantially in the form attached hereto as Exhibit C) informing Borrower of the number of True-Up Shares it is obligated to deliver to Lender as of any given True-Up Date, provided that if Lender does not deliver any such notice, Borrower shall not be relieved of its obligation to deliver True-Up Shares payment pursuant to this Section 112.7(a)(ii) other than from the Olinda Indemnity Holdback. Notwithstanding In no event shall the foregoingProvidence Sellers be required to make any payment pursuant to this Section 2.7(a)(ii) other than from the Providence Indemnity Holdback. Any payment made by a Seller pursuant to this Section 2.7(a)(ii) shall be made together with interest on such amount accruing at the Interest Rate from the Closing Date to, but excluding, the date of such payment. In determining any such amounts payable to Buyer pursuant to this Section 2.7(a)(ii), such determination shall take into consideration the Olinda Specified Assets Payment and the Providence Specified Assets Payment paid by Buyer at Closing and the Providence Working Capital Surplus or Olinda Working Capital Surplus, if Borrower fails any, not paid by Buyer at Closing and contemplated to deliver any required True-Up Shares on or before any applicable True-Up Share Delivery Date, then be paid by Buyer at this time as set forth in such event the Outstanding Balance of this Note will automatically increase by a sum equal to the number of True-Up Shares deliverable as of the applicable True-Up Date multiplied by the Market Price for the Common Stock as of the applicable True-Up Date (under Lender’s and Borrower’s expectations that any such increase will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144Section 2.1(b)(iii).

True-Up. On the date that is twenty (20) Trading Days (a “True-Up Date”) from each date that the Redemption Conversion Shares delivered by Borrower to Lender become Free Trading, there shall be a true-up where Borrower shall deliver to Lender additional Redemption Conversion Shares (“True-Up Shares”) if the Redemption Conversion Price as of the True-Up Date is less than the Redemption Conversion Price used in the applicable Redemption Notice. In such event, Borrower shall deliver to Lender within three (3) Trading Days of the True-Up Date (the “True-Up Share Delivery Date”) a number of True-Up Shares equal to the difference between the number of Redemption Conversion Shares that would have been delivered to Lender on the True-Up Date based on the Redemption Conversion Price as of the True-Up Date and the number of Redemption Conversion Shares originally delivered to Lender pursuant to the applicable Redemption Notice. For the avoidance of doubt, if the Redemption Conversion Price as of the True-Up Date is higher than the Redemption Conversion Price set forth in the applicable Redemption Notice, then Borrower shall have no obligation to deliver True-Up Shares to Lender, nor shall Lender have any obligation to return any excess Redemption Conversion Shares to Borrower under any circumstance. For the convenience of Borrower only, Lender may, in its sole discretion, deliver to Borrower a notice (pursuant to a form of notice substantially in the form attached hereto as Exhibit C) informing Borrower of the number of True-Up Shares it is obligated to deliver to Lender as of any given True-Up Date, provided that if Lender does not deliver any such notice, Borrower shall not be relieved of its obligation to deliver True-Up Shares pursuant to this Section 1120. Notwithstanding the foregoing, if Borrower fails to deliver any required True-Up Shares on or before any applicable True-Up Share Delivery Date, then in such event the Outstanding Balance of this Note will automatically increase by a sum equal to the number of True-Up Shares deliverable as of the applicable True-Up Date multiplied by the Market Price for the Common Stock as of the applicable True-Up Date (under Lender’s and Borrower’s expectations that any such increase will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144).

True-Up. On Within [*] days after the date that is twenty end of each such calendar quarter, Cytokinetics shall submit to Astellas a reasonably detailed reconciliation report setting forth the accounting for the actual Cytokinetics ALS Development Reimbursement for such prior calendar quarter and any credits or deficits from the corresponding ALS Development Advance Invoice previously provided for such quarter (20) Trading Days (a the “ALS Development True-Up DateReport”). Then: (1) from each date that If the Redemption Conversion Shares delivered by Borrower to Lender become Free Trading, there shall be a true-up where Borrower shall deliver to Lender additional Redemption Conversion Shares (“ALS Development True-Up Shares”) if Report shows that the Redemption Conversion Price as of estimated Cytokinetics ALS Development Reimbursement shown on the True-Up Date ALS Development Advance Invoice is less than the Redemption Conversion Price used actual Cytokinetics ALS Development Reimbursement (the difference thereof, the “Deficit”), and such Deficit is greater than the Astellas ALS Development Reimbursement for such prior calendar quarter (as defined below), if any, then Astellas shall pay the amount that is the difference between such Deficit and the Astellas ALS Development Reimbursement to Cytokinetics as described in this Section [*](d)(ii). (2) If the applicable Redemption Notice. In ALS Development True-Up Report shows a Deficit and such eventDeficit is less than the Astellas ALS Development Reimbursement for such prior calendar quarter, Borrower if any, then the difference between such Deficit and the Astellas ALS Development Reimbursement shall deliver be credited toward the ALS Development Advance Invoice for the current calendar quarter (except where such invoice is the final such invoice to Lender be provided by Cytokinetics, in which case the excess shall be refunded by Cytokinetics to Astellas within three [*] days after the delivery of such invoice). (3) Trading Days of If the ALS Development True-Up Date Report shows that the estimated Cytokinetics ALS Development Reimbursement shown on the ALS Development Advance Invoice is greater than the actual Cytokinetics ALS Development Reimbursement (the difference thereof, the “True-Up Share Delivery DateCredit”) a number ), then the sum of True-Up Shares equal to the difference between the number of Redemption Conversion Shares that would have been delivered to Lender on the True-Up Date based on the Redemption Conversion Price as of the True-Up Date such Credit and the number of Redemption Conversion Shares originally delivered to Lender pursuant to the applicable Redemption Notice. For the avoidance of doubtAstellas ALS Development Reimbursement, if any, shall be credited toward the Redemption Conversion Price as of ALS Development Advance Invoice for the True-Up Date current calendar quarter (except where such invoice is higher than the Redemption Conversion Price set forth in the applicable Redemption Notice, then Borrower shall have no obligation final such invoice to deliver True-Up Shares to Lender, nor shall Lender have any obligation to return any excess Redemption Conversion Shares to Borrower under any circumstance. For the convenience of Borrower only, Lender maybe provided by Cytokinetics, in its sole discretion, deliver which case the excess shall be refunded by Cytokinetics to Borrower a notice (pursuant to a form Astellas within [*] days after the delivery of notice substantially in the form attached hereto as Exhibit C) informing Borrower of the number of True-Up Shares it is obligated to deliver to Lender as of any given True-Up Date, provided that if Lender does not deliver any such notice, Borrower shall not be relieved of its obligation to deliver True-Up Shares pursuant to this Section 11. Notwithstanding the foregoing, if Borrower fails to deliver any required True-Up Shares on or before any applicable True-Up Share Delivery Date, then in such event the Outstanding Balance of this Note will automatically increase by a sum equal to the number of True-Up Shares deliverable as of the applicable True-Up Date multiplied by the Market Price for the Common Stock as of the applicable True-Up Date (under Lender’s and Borrower’s expectations that any such increase will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144invoice).

True-Up. On No later than one (1) year following the date that is twenty Closing Date (20) Trading Days (a “True-Up Date”) from each date except that the Redemption Conversion Shares delivered by Borrower to Lender become Free Trading, there period shall be a extended solely for the true-up where Borrower shall deliver of Additional Rent under a Lease, to Lender additional Redemption Conversion Shares (“True-Up Shares”) if the Redemption Conversion Price extent such reconciliation with a tenant has not been finally resolved as of the True-Up Date is less than the Redemption Conversion Price used in the applicable Redemption Notice. In such eventdate), Borrower Seller and Purchaser shall deliver to Lender within three (3) Trading Days of the True-Up Date make a final adjustment (the “True-Up Share Delivery DateFinal Closing Adjustment”) a number of True-Up Shares equal to the difference between the number of Redemption Conversion Shares correct any errors made at Closing pursuant to this Article VII, to adjust any item that would was not prorated at Closing but should have been delivered prorated at Closing, and to Lender on true-up the True-Up Date Purchaser’s and the Seller’s respective shares of Additional Rent based on the Redemption Conversion Price year-end Lease reconciliation that first occurs after Closing. If the net of all such adjustments favors Purchaser, Seller shall make a cash payment of such net amount to Purchaser no later than thirty (30) days after the Final Closing Adjustment is completed. If the net of all such adjustments favors Seller, Purchaser shall make a cash payment of such net amount to Seller no later than thirty (30) days after the Final Closing Adjustment is completed. The parties shall correct any manifest error in the prorations and adjustments made at Closing promptly after such error is discovered. The adjustment relating to Additional Rent shall be calculated as follows (on a Lease-by-Lease basis): After taking into account (i) any payments of Additional Rent actually received by Seller or Purchaser for the fiscal year in which the Closing occurred (the “Fiscal Year”), (ii) any amounts paid or owed to Tenants by Purchaser after Closing as a result of reconciliations of Additional Rent for the Fiscal Year, and (iii) the proration of Additional Rent that was made for the period including the Closing pursuant to Section 7.01(a), Seller shall owe a cash payment of Additional Rent to Purchaser or Purchaser shall owe a cash payment of Additional Rent to Seller, as applicable, so that Seller’s share of Additional Rent (as a percentage of the True-Up Date and total Additional Rent collected from the number of Redemption Conversion Shares originally delivered to Lender pursuant Tenant for the entire Fiscal Year), corresponds to the applicable Redemption Notice. For the avoidance of doubt, if the Redemption Conversion Price underlying pass-through expenses actually incurred by Seller prior to Closing (as a percentage of the Truetotal pass-Up Date is higher than the Redemption Conversion Price set forth in the applicable Redemption Notice, then Borrower shall have no obligation to deliver True-Up Shares to Lender, nor shall Lender have any obligation to return any excess Redemption Conversion Shares to Borrower under any circumstance. For the convenience of Borrower only, Lender may, in its sole discretion, deliver to Borrower a notice (pursuant to a form of notice substantially in the form attached hereto as Exhibit C) informing Borrower of the number of True-Up Shares it is obligated to deliver to Lender as of any given True-Up Date, provided that if Lender does not deliver any such notice, Borrower shall not be relieved of its obligation to deliver True-Up Shares pursuant to this Section 11. Notwithstanding the foregoing, if Borrower fails to deliver any required True-Up Shares on or before any applicable True-Up Share Delivery Date, then in such event the Outstanding Balance of this Note will automatically increase through expenses incurred by a sum equal to the number of True-Up Shares deliverable as of the applicable True-Up Date multiplied by the Market Price Seller and Purchaser for the Common Stock as of the applicable True-Up Date (under Lender’s and Borrower’s expectations that any such increase will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144entire Fiscal Year).

True-Up. On the date that is twenty (20) Trading Days (a “True-Up Date”) from each the date that the Redemption Conversion Shares delivered by Borrower to Lender become Free TradingTrading (as defined below), there shall be a true-up where Borrower shall deliver to Lender additional Redemption Conversion Shares (“True-Up Shares”) if the Redemption Conversion Price as of the True-Up Date is less than the Redemption Conversion Price used in the applicable Redemption Conversion Notice. In such event, Borrower shall deliver to Lender within three (3) Trading Days of the True-Up Date (the “True-Up Share Delivery Date”) a number of True-Up Shares equal to the difference between the number of Redemption Conversion Shares that would have been delivered to Lender on the True-Up Date based on the Redemption Conversion Price as of the True-Up Date and the number of Redemption Conversion Shares originally delivered to Lender pursuant to the applicable Redemption Conversion Notice. For the avoidance of doubt, if the Redemption Conversion Price as of the True-Up Date is higher than the Redemption Conversion Price set forth in the applicable Redemption Conversion Notice, then Borrower shall have no obligation to deliver True-Up Shares to Lender, nor shall Lender have any obligation to return any excess Redemption Conversion Shares to Borrower under any circumstance. For the convenience of Borrower only, Lender may, in its sole discretion, deliver to Borrower a notice (pursuant to a form of notice substantially in the form attached hereto as Exhibit CB) informing Borrower of the number of True-Up Shares it is obligated to deliver to Lender as of any given True-Up Date, provided that if Lender does not deliver any such notice, notice Borrower shall not be relieved of its obligation to deliver True-Up Shares pursuant to this Section 116.4. Notwithstanding the foregoing, if Borrower fails to deliver any required True-Up Shares on or before any applicable the True-Up Share Delivery Date, then in such event the Outstanding Balance of this Note will automatically increase by a sum equal to the number of True-Up Shares deliverable as of the applicable True-Up Date multiplied by the Market Price for the Common Stock as of the applicable True-Up Date (under Lender’s and Borrower’s expectations that any such increase will tack back to the Purchase Price Original Issue Date for purposes of determining the holding period under Rule 144)) by a sum equal to the number of True-Up Shares deliverable as of the True-Up Date multiplied by the Conversion Price for the Common Stock as of the True-Up Date.

True-Up. On the date that is twenty (20) Trading Days (a “True-Up Date”) from each date the Financing Event that the Redemption Conversion Shares delivered by Borrower the Company to Lender the Subscriber become Free Trading, there shall be a true-up where Borrower the Company shall deliver to Lender the Subscriber additional Redemption Conversion Shares (“True-Up Shares”) if the Redemption Conversion Price as of the True-Up Date is less than the Redemption Conversion Price used sold in the applicable Redemption NoticeFinancing Event. In such event, Borrower the Company shall deliver to Lender the Subscriber within three (3) Trading Days of the True-Up Date (the “True-Up Share Delivery Date”) a number of True-Up Shares equal to the difference between the number of Redemption Conversion Shares that would have been delivered to Lender Subscriber on the True-Up Date based on the Redemption Conversion Price as of the True-Up Date and the number of Redemption Conversion Shares originally delivered to Lender the Subscriber pursuant to the applicable Redemption NoticeConversion mechanism set forth in Section 1.3 above. For the avoidance of doubt, if the Redemption Conversion Price as of the True-Up Date is higher than the Redemption Conversion Price set forth in the applicable Redemption NoticeConversion mechanism set forth in Section 1.3 above, then Borrower Company shall have no obligation to deliver True-Up Shares to Lenderthe Subscriber, nor shall Lender the Subscriber have any obligation to return any excess Redemption Conversion Shares to Borrower under any circumstance. For the convenience of Borrower the Company only, Lender the Subscriber may, in its sole discretion, deliver to Borrower the Company a notice (pursuant to a form of notice substantially in writing informing the form attached hereto as Exhibit C) informing Borrower Company of the number of True-Up Shares it is obligated to deliver to Lender the Subscriber as of any given True-Up Date, provided that if Lender the Subscriber does not deliver any such notice, Borrower the Company shall not be relieved of its obligation to deliver True-Up Shares pursuant to this Section 11Shares. Notwithstanding the foregoing, if Borrower the Company fails to deliver any required True-Up Shares on or before any applicable True-Up Share Delivery Date, then in such event the Outstanding Balance of this Note will automatically increase by a sum equal to the number of True-Up Shares deliverable as of the applicable True-Up Date multiplied by the Market Price market price for the Common Stock as of the applicable True-Up Date (under Lenderthe Subscriber’s and Borrowerthe Company’s expectations that any such increase will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144144 of the Securities Act).

True-Up. On (a) If, on the date that is twenty (20) Trading Days (a “True-True Up Date”, the Base Percentage of any Senior Creditor varies from the True Up Date Risk Percentage of such Senior Creditor, the Senior Creditor s, on the True Up Date, will make such acquisitions, dispositions and other arrangements with one another, whether by way of purchase, sale, participation, contribution, distribution, pro --- tanto assumption or assignment of claims, subrogation or otherwise, as ----- shall result in each Senior Creditor's True Up Date Risk Percentage being equal (as nearly as may be) to such Senior Creditor's Base Percentage. (b) The Collateral Agent shall establish reasonable procedures to implement such arrangements among the Senior Creditors. Such procedures may include requiring the Senior Creditors whose True Up Date Risk Percentages are less than their Base Percentages on the True Up Date to make payments to the Collateral Agent for distribution to the Senior Creditors whose True Up Date Risk Percentages are greater than their Base Percentages on the True Up Date. The Borrower agrees to cooperate with the Collateral Agent and the Senior Creditors by issuing such promissory notes and other evidences of indebtedness to confirm the amounts owed to each Senior Creditor after giving effect to such arrangements. (c) No assignment by any Senior Creditor made pursuant to the relevant provisions of the Loan Agreement or the Note Purchase Agreements of any of the Senior Obligations owed to such Senior Creditor shall release such Senior Creditor from its obligations to the other Senior Creditors under this Section 5A. (d) From and after the True Up Date, the following provisions shall apply: (1) The Collateral Agent will distribute all payments to be applied to the payment of Senior Obligations consisting of principal and interest (excluding default-rate interest), so that, after giving effect to such payments, the percentage which the Specified Obligations owed to each date that Senior Creditor bears to the Redemption Conversion Shares delivered by Borrower Specified Obligations owed all of the Senior Creditors equals (as nearly as may be) such Senior Creditor's Base Percentage. (2) Any expense reimbursement or indemnification obligations of the Senior Creditors in favor of the Collateral Agent pursuant to Lender become Free Trading, there Section 5 of the Intercreditor Agreement or any other provisions of any of the Note Documents or the Loan Documents shall be a true-up where Borrower shall deliver to Lender additional Redemption Conversion Shares (“True-Up Shares”) if allocated among the Redemption Conversion Price as of the True-Up Date is less than the Redemption Conversion Price used Senior Creditors in the applicable Redemption Notice. In such event, Borrower shall deliver to Lender within three accordance with their Base Percentages. (3) Trading Days Any sharing of payments among the Senior Creditors pursuant to Section 5(a)(iii) shall be made in accordance with the Senior Creditors' Base Percentages. (4) The provisions of this Section 5A(d) shall control over other provisions of this Intercreditor Agreement that would otherwise require such payments to be made or obligations to be allocated among the Senior Creditors other than in accordance with their Base Percentages. (e) Each of the True-Senior Creditors agrees with each other Senior Creditor that if, after the True Up Date (Date, such Senior Creditor shall receive from the “True-Up Share Delivery Date”) a number Borrower, whether by voluntary payment, counterclaim, cross action, enforcement of True-Up Shares equal the claim constituting Senior Obligations owed to such Senior Creditor, by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the difference between the number of Redemption Conversion Shares that would have been delivered to Lender on the True-Up Date based on the Redemption Conversion Price as payment of the True-Up Date Senior Obligations owing to such Senior Creditor, any amount in excess of its Base Percentage of the Specified Obligations, such Senior Creditor will make such disposition and arrangements with the other Senior Creditors with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation --- ----- or otherwise as shall result in each Senior Creditor receiving its Base Percentage of the Specified Obligations owing to it; provided that if all -------- or any part of such excess payment is thereafter recovered from such Senior Creditor, such disposition and arrangements shall be rescinded and the number of Redemption Conversion Shares originally delivered to Lender pursuant amount restored to the applicable Redemption Noticeextent of such recovery, but without interest. (f) To the extent that any Senior Creditor's claim in respect of Specified Obligations is subordinated to the claims of general unsecured creditors as a class under principles of equitable subordination, such Senior Creditor is not entitled to receive any payment under this Section 5A from any other Senior Creditor to the extent that the other Senior Creditor's claim in respect of Specified Obligations is not likewise subordinated. For To the avoidance extent that any Senior Creditor's claim in respect of doubtSpecified Obligations is subordinated to the claim of any other Senior Creditor in respect of Specified Obligations under principles of equitable subordination, such subordinated Senior Creditor is not entitled to receive any payment under this Section 5A from such other Senior Creditor to the extent of the subordination. If any Senior Creditor does receive a payment under this Section 5A and such Senior Creditor's claim is thereafter subordinated, as contemplated by either of the foregoing sentences, to any extent, the subordinated Senior Creditor shall, to the extent that such subordinated Senior Creditor was not entitled to such payment under either of the foregoing sentences, rescind the amount of the payment and restore such payment to the paying Senior Creditor, but without interest. (g) If any Senior Creditor fails to make any payment to any other Senior Creditor required to be made by this Section 5A within five (5) days following demand by the other Senior Creditor, the amount owing by the other Senior Creditor to the demanding Senior Creditor shall bear interest at the Collateral Agent's prime rate and shall be payable on demand, whether before or after judgment. The Collateral Agent's prime rate shall be the variable annual rate of interest so designated from time to time by the Collateral Agent as its "prime rate," such rate being a reference rate and not necessarily representing the lowest or best rate being charged to any customer. In addition, if the Redemption Conversion Price as of demanding Senior Creditor institutes litigation to recover from the True-Up Date other Senior Creditor any amounts owing to the demanding Senior Creditor and not paid by the other Senior Creditor, and if the demanding Senior Creditor is higher than the Redemption Conversion Price set forth prevailing party in the applicable Redemption Noticelitigation, then Borrower the other Senior Creditor shall reimburse the demanding Senior Creditor for the demanding Senior Creditor's reasonable attorneys' fees and other reasonable costs of collection. (h) For purposes of this Section 5A, the following terms shall have no obligation to deliver True-Up Shares to Lender, nor shall Lender have any obligation to return any excess Redemption Conversion Shares to Borrower under any circumstance. For the convenience of Borrower only, Lender may, in its sole discretion, deliver to Borrower a notice (pursuant to a form of notice substantially in the form attached hereto as Exhibit C) informing Borrower of the number of True-Up Shares it is obligated to deliver to Lender as of any given True-Up Date, provided that if Lender does not deliver any such notice, Borrower shall not be relieved of its obligation to deliver True-Up Shares pursuant to this Section 11. Notwithstanding the foregoing, if Borrower fails to deliver any required True-Up Shares on or before any applicable True-Up Share Delivery Date, then in such event the Outstanding Balance of this Note will automatically increase by a sum equal to the number of True-Up Shares deliverable as of the applicable True-Up Date multiplied by the Market Price for the Common Stock as of the applicable True-Up Date (under Lender’s and Borrower’s expectations that any such increase will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144).following meanings:

True-Up. On (a) If, on the date that is twenty (20) Trading Days (a “True-True Up Date”, the Base Percentage of any Lender varies from the True Up Date Risk Percentage of such Lender, the Lenders, on the True Up Date, will make such acquisitions, dispositions and other arrangements with one another, whether by way of purchase, sale, participation, contribution, distribution, PRO TANTO assumption or assignment of claims, subrogation or otherwise, as shall result in each Lender's True Up Date Risk Percentage being equal (as nearly as may be) to such Lender's Base Percentage. (b) The Administrative Agent shall establish reasonable procedures to implement such arrangements among the Lenders. Such procedures may include requiring the Lenders whose True Up Date Risk Percentages are less than their Base Percentages on the True Up Date to make payments to the Administrative Agent for distribution to the Lenders whose True Up Date Risk Percentages are greater than their Base Percentages on the True Up Date. The Borrowers agree to cooperate with the Administrative Agent and the Lenders by issuing such promissory notes and other evidences of indebtedness to confirm the amounts owed to each Lender after giving effect to such arrangements. (c) In the event that any Specified Obligations owed to any Lender on any True Up Date consist of Letter of Credit Participations and, pursuant to ss.13.5(a), another Lender (an "Assuming Lender") assumes all or a portion of the liability of such Lender in respect of such Letter of Credit Participations, the Assuming Lender agrees to indemnify and hold the other Lender harmless from any against any loss, cost or expense sustained or incurred by the other Lender as a result of the failure of the Assuming Lender to satisfy that liability. (d) No assignment by any Lender made pursuant to ss.18 of any of the Obligations owed to such Lender shall release such Lender from its obligations to the other Lenders under this ss.13.5. (e) From and after the True Up Date, the following provisions shall apply: (1) The Administrative Agent will distribute all payments to be applied to interest on or principal of the Loans or to pay or cash collateralize Reimbursement Obligations so that, after giving effect to such payments, the percentage which the Specified Obligations owed to each date that Lender bears to the Redemption Conversion Shares delivered by Borrower Specified Obligations owed all of the Lenders equals (as nearly as may be) such Lender's Base Percentage. (2) Any expense reimbursement or indemnification obligations of the Lenders in favor of any of the Agents pursuant to Lender become Free Trading, there ss.16 or any other provisions of any of the Loan Documents shall be a true-up where Borrower shall deliver to Lender additional Redemption Conversion Shares (“True-Up Shares”) if allocated among the Redemption Conversion Price as of the True-Up Date is less than the Redemption Conversion Price used Lenders in the applicable Redemption Notice. In such event, Borrower shall deliver to Lender within three accordance with their Base Percentages. (3) Trading Days Any sharing of payments among the True-Up Date (the “True-Up Share Delivery Date”) a number of True-Up Shares equal to the difference between the number of Redemption Conversion Shares that would have been delivered to Lender on the True-Up Date based on the Redemption Conversion Price as of the True-Up Date and the number of Redemption Conversion Shares originally delivered to Lender Lenders pursuant to ss.ss.14 or 28(b) shall be made in accordance with the applicable Redemption Notice. For the avoidance of doubt, if the Redemption Conversion Price as of the True-Up Date is higher than the Redemption Conversion Price set forth in the applicable Redemption Notice, then Borrower shall have no obligation to deliver True-Up Shares to Lender, nor shall Lender have any obligation to return any excess Redemption Conversion Shares to Borrower under any circumstance. For the convenience of Borrower only, Lender may, in its sole discretion, deliver to Borrower a notice Lenders' Base Percentages. (pursuant to a form of notice substantially in the form attached hereto as Exhibit C4) informing Borrower of the number of True-Up Shares it is obligated to deliver to Lender as of any given True-Up Date, provided that if Lender does not deliver any such notice, Borrower shall not be relieved of its obligation to deliver True-Up Shares pursuant to this Section 11. Notwithstanding the foregoing, if Borrower fails to deliver any required True-Up Shares on or before any applicable True-Up Share Delivery Date, then in such event the Outstanding Balance The provisions of this Note will automatically increase by a sum equal to the number of True-Up Shares deliverable as of the applicable True-Up Date multiplied by the Market Price for the Common Stock as of the applicable True-Up Date (under Lender’s and Borrower’s expectations that any such increase will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144).ss.13.5

True-Up. On the date that is twenty (20) Trading Days (a “"True-Up Date”") from each date that the Redemption Installment Conversion Shares delivered by Borrower to Lender become Free Trading, there shall be a true-up where Borrower shall deliver to Lender additional Redemption Installment Conversion Shares (“"True-Up Shares”") if the Redemption Installment Conversion Price as of the True-Up Date is less than the Redemption Installment Conversion Price used in the applicable Redemption Installment Notice. In such event, Borrower shall deliver to Lender within three (3) Trading Days of the True-Up Date (the “"True-Up Share Delivery Date”") a number of True-Up Shares equal to the difference between the number of Redemption Installment Conversion Shares that would have been delivered to Lender on the True-Up Date based on the Redemption Installment Conversion Price as of the True-Up Date and the number of Redemption Installment Conversion Shares originally delivered to Lender pursuant to the applicable Redemption Installment Notice. For the avoidance of doubt, if the Redemption Installment Conversion Price as of the True-Up Date is higher than the Redemption Installment Conversion Price set forth in the applicable Redemption Installment Notice, then Borrower shall have no obligation to deliver True-Up Shares to Lender, nor shall Lender have any obligation to return any excess Redemption Installment Conversion Shares to Borrower under any circumstance. For the convenience of Borrower only, Lender may, in its sole discretion, deliver to Borrower a notice (pursuant to a form of notice substantially in the form attached hereto as Exhibit C) informing Borrower of the number of True-Up Shares it is obligated to deliver to Lender as of any given True-Up Date, provided that if Lender does not deliver any such notice, Borrower shall not be relieved of its obligation to deliver True-Up Shares pursuant to this Section 11. Notwithstanding the foregoing, if Borrower fails to deliver any required True-Up Shares on or before any applicable True-Up Share Delivery Date, then in such event the Outstanding Balance of this Note will automatically increase by a sum equal to the number of True-Up Shares deliverable as of the applicable True-Up Date multiplied by the Market Price for the Common Stock as of the applicable True-Up Date (under Lender’s 's and Borrower’s 's expectations that any such increase will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144).

True-Up. On the date that is twenty (20) Trading Days (a “True-Up Date”) from each date that the Redemption Borrower delivers Free Trading (as defined below) Installment Conversion Shares delivered by Borrower to Lender become Free TradingLender, there shall be a true-up where Borrower shall deliver to Lender additional Redemption Installment Conversion Shares (“True-Up Shares”) if the Redemption Installment Conversion Price as of the True-Up Date is less than the Redemption Installment Conversion Price used in the applicable Redemption Installment Notice. In such event, Borrower shall deliver to Lender within three (3) Trading Days of the True-Up Date (the “True-Up Share Delivery Date”) a number of True-Up Shares equal to the difference between the number of Redemption Installment Conversion Shares that would have been delivered to Lender on the True-Up Date based on the Redemption Installment Conversion Price as of the True-Up Date and the number of Redemption Installment Conversion Shares originally delivered to Lender pursuant to the applicable Redemption Installment Notice. For the avoidance of doubt, if the Redemption Installment Conversion Price as of the True-Up Date is higher than the Redemption Installment Conversion Price set forth in the applicable Redemption Installment Notice, then Borrower shall have no obligation to deliver True-Up Shares to Lender, nor shall Lender have any obligation to return any excess Redemption Installment Conversion Shares to Borrower under any circumstance. For the convenience of Borrower only, Lender may, in its sole discretion, deliver to Borrower a notice (pursuant to a form of notice substantially in the form attached hereto as Exhibit C) informing Borrower of the number of True-Up Shares it is obligated to deliver to Lender as of any given True-Up Date, provided that if Lender does not deliver any such notice, Borrower shall not be relieved of its obligation to deliver True-Up Shares pursuant to this Section 11. Notwithstanding the foregoing, if Borrower fails to deliver any required True-Up Shares on or before any applicable True-Up Share Delivery Date, then in such event the Outstanding Balance of this Note will automatically increase (under Lender’s and Borrower’s expectations that any such increase will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144) by a sum equal to the number of True-Up Shares deliverable as of the applicable True-Up Date multiplied by the Market Price for the Common Stock as of the applicable True-Up Date (under Lender’s and Borrower’s expectations that any such increase will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144)Date.

True-Up. On the date that is twenty (20) Trading Days (a “True-Up Date”) from each date that the Redemption Conversion Shares are delivered by Borrower Guarantor to Lender become Free TradingLender, there shall be a true-up where Borrower Guarantor shall deliver to Lender additional Redemption Conversion Shares shares (“True-Up Shares”) if the Redemption Conversion Price as net proceeds (i.e. net of transaction fees, expenses, costs, etc.) from the sale of the True-Up Date Shares by Lender is less than the Redemption Conversion Price used in amount due under the applicable Redemption Noticeconversion. In such event, Borrower shall deliver to Lender within three (3) Trading Days of the True-Up Date (the “True-Up Share Delivery Date”) a number of True-Up Shares equal to the difference between the number of Redemption Conversion Shares that would have been delivered to Lender on amount due under the True-Up Date based on conversion notice and the Redemption Conversion Price as proceeds actually realized from the sale of the True-Up Date and the number of Redemption Conversion Shares originally delivered to Lender pursuant to the applicable Redemption Noticeissued thereunder. For the avoidance of doubt, if the Redemption Conversion Price as of the True-Up Date is higher than the Redemption Conversion Price set forth in the applicable Redemption Notice, then Borrower shall have no obligation to deliver True-Up Shares to Lender, nor shall Lender have any obligation to return any excess Redemption Conversion Shares to Borrower under any circumstance. For the convenience of Borrower only, Lender may, in its sole discretion, deliver to Borrower a notice (pursuant to a form of notice substantially in the form attached hereto as Exhibit C) informing Borrower of the number of True-Up Shares it is obligated to deliver to Lender as of any given True-Up Date, provided that if Lender does not deliver any such notice, Borrower shall not be relieved of its obligation to deliver True-Up Shares pursuant to this Section 11Section. Notwithstanding the foregoing, if Borrower fails to deliver any required True-Up Shares on or before any applicable True-Up Share Delivery Date, then in such event the Outstanding Balance of this Note will automatically increase by a sum equal to $2,000 per day until the number of True-Up Shares deliverable as of the applicable True-Up Date multiplied by the Market Price for the Common Stock as of the applicable True-Up Date shares are delivered (under Lender’s and Borrower’s expectations that any such increase will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144). Payments of both principal and interest shall be made in lawful money of the United States of America in immediately available funds. Borrower waives presentment, demand, notice of dishonor and nonpayment or protest to this Note and all defenses on the ground of any extension of time or renewal. This Note is made under and governed by the laws of the State of Nevada.

True-Up. On the date that is twenty (20) Trading Days (a “True-Up Date”) from each date that the Redemption Conversion Shares delivered by Borrower to Lender become Free Trading, there shall be a true-up where Borrower shall deliver to Lender additional Redemption Conversion Shares (“True-Up Shares”) if the Redemption Conversion Price as of the True-Up Date is less than the Redemption Conversion Price used in the applicable Redemption Notice. In such event, Borrower shall deliver to Lender within three (3) Trading Days of the True-Up Date (the “True-Up Share Delivery Date”) a number of True-Up Shares equal to the difference between the number of Redemption Conversion Shares that would have been delivered to Lender on the True-Up Date based on the Redemption Conversion Price as of the True-Up Date and the number of Redemption Conversion Shares originally delivered to Lender pursuant to the applicable Redemption Notice. For the avoidance of doubt, if the Redemption Conversion Price as of the True-Up Date is higher than the Redemption Conversion Price set forth in the applicable Redemption Notice, then Borrower shall have no obligation to deliver True-Up Shares to Lender, nor shall Lender have any obligation to return any excess Redemption Conversion Shares to Borrower under any circumstance. For the convenience of Borrower only, Lender may, in its sole discretion, deliver to Borrower a notice (pursuant to a form of notice substantially in the form attached hereto as Exhibit C) informing Borrower of the number of True-Up Shares it is obligated to deliver to Lender as of any given True-Up Date, provided that if Lender does not deliver any such notice, Borrower shall not be relieved of its obligation to deliver True-Up Shares pursuant to this Section 1120. Notwithstanding the foregoing, if Borrower fails to deliver any required True-Up Shares on or before any applicable True-Up Share Delivery Date, then in such event the Outstanding Balance of this Note will automatically increase by a sum equal to the number of True-Up Shares deliverable as of the applicable True-Up Date multiplied by the Market Price for the Common Stock as of the applicable True-Up Date (under LenderLxxxxx’s and Borrower’s expectations that any such increase will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144).

True-Up. On (a) Upon the date that is twenty (20) Trading Days (a “True-Up Date”) from each date that the Redemption Conversion Shares delivered by Borrower to Lender become Free Trading, there shall be a true-up where Borrower shall deliver to Lender additional Redemption Conversion Shares (“True-Up Shares”) if the Redemption Conversion Price as expiration of the True-Up Period, the parties shall recalculate the Closing Revenue-Run Rate Purchase Price Adjustment as of the Closing Date; provided that if any ETF Fund that was a Contingent Account on the Closing Measurement Date (i) has satisfied the applicable Assignment Requirements or (ii) is less the subject of a Fund Change Announcement, in either case, not later than the Redemption Conversion Price used in the applicable Redemption Notice. In such event, Borrower shall deliver to Lender within three (3) Trading Days final day of the True-Up Period then such ETF Fund shall not be treated as a Contingent Account for purposes of such recalculation and the Adjusted Assets Under Management as of the Closing Date for such ETF Fund shall be fully included in Closing Revenue Run-Rate for purposes of such recalculation; provided, further, that the recalculation of the Closing Revenue-Run Rate Purchase Price Adjustment relating to each BulletShares-branded ETF Fund shall, as long as such BulletShares-branded ETF Fund has met the Assignment Requirements or any BulletShares-branded ETF Fund has been the subject of a Fund Change Announcement, be calculated as of the BulletShares ETF Measurement Date and regardless of whether such BulletShares-branded ETF Fund was a Contingent Account on the Closing Measurement Date. (the “True-Up Share Delivery Date”b) If such recalculation yields: (i) a number of Truereduced Closing Revenue Run-Up Shares Rate Purchase Price Reduction, then Buyer shall pay to Seller an amount that is equal to the difference between amount of such reduction to the number of Redemption Conversion Shares Closing Revenue Run-Rate Purchase Price Reduction as soon as is reasonably practicable after, but in any event within ten Business Days of, the date upon which the recalculation described in this ‎Section 2.04(b)(i) is made; or (ii) an increased Closing Revenue Run-Rate Purchase Price Reduction or an amount that would have been delivered give rise for the first time to Lender on a Closing Revenue Run-Rate Purchase Price Reduction, then Seller shall pay to Buyer an amount that is equal to the Trueamount of such increase to the Closing Revenue Run-Up Date based on Rate Purchase Price Reduction or the Redemption Conversion Price as amount of the TrueClosing Revenue Run-Up Date and Rate Purchase Price Reduction (as applicable) as soon as is reasonably practicable after, but in any event within ten Business Days of, the number of Redemption Conversion Shares originally delivered to Lender pursuant to date upon which the applicable Redemption Notice. For the avoidance of doubt, if the Redemption Conversion Price as of the True-Up Date recalculation described in this ‎Section 2.04(b)(ii) is higher than the Redemption Conversion Price set forth in the applicable Redemption Notice, then Borrower shall have no obligation to deliver True-Up Shares to Lender, nor shall Lender have any obligation to return any excess Redemption Conversion Shares to Borrower under any circumstance. For the convenience of Borrower only, Lender may, in its sole discretion, deliver to Borrower a notice made. (pursuant to a form of notice substantially in the form attached hereto as Exhibit Cc) informing Borrower of the number of True-Up Shares it is obligated to deliver to Lender as of any given True-Up Date, provided that if Lender does not deliver any such notice, Borrower shall not be relieved of its obligation to deliver True-Up Shares Any amounts payable pursuant to this Section 11. Notwithstanding ‎Section 2.04 shall be payable in immediately available funds by wire transfer to an account of Buyer or Seller, as the foregoingcase may be, if Borrower fails to deliver any required True-Up Shares on or before any applicable True-Up Share Delivery Date, then in with a bank designated by such event the Outstanding Balance receiving party. (d) For purposes of this Note will automatically increase by a sum equal ‎Section 2.04, all references to the number Closing Measurement Date included in the definitions of TrueAdjusted Assets Under Management and Closing Revenue Run-Up Shares deliverable as of the applicable True-Up Date multiplied by the Market Price for the Common Stock as of the applicable True-Up Date (under Lender’s and Borrower’s expectations that any such increase will tack back Rate shall be deemed references to the Purchase Price Date for purposes of determining the holding period under Rule 144)Closing Date.

True-Up. On (i) If, prior to the Tranche B Conversion Date, Borrower’s Obligations shall become due and payable by acceleration as provided in Section 7.2(a) hereof, then on such date that is twenty (20) Trading Days (a the “True-Up Date”), prior to making any distributions pursuant to Section 7.2(c) from hereof or otherwise, in order that each date that Lender and Institutional Lender shall have advanced its Commitment Percentage of the Redemption Conversion Shares delivered by Borrower to Lender become Free Trading, there Total Tranche A Outstanding Extensions of Credit and its Commitment Percentage of the Total Tranche B Outstanding Extensions of Credit the following shall be a true-up where Borrower occur: Agent shall deliver to Lender additional Redemption Conversion Shares (“calculate the Tranche A True-Up Shares”) if Amount and the Redemption Conversion Price as of the Tranche B True-Up Date is less than Amount for each Lender and Institutional Lender as of such date and such calculation shall be promptly provided to all Lenders and Institutional Lenders for review and comment. The Lenders or the Redemption Conversion Price used in the applicable Redemption Notice. In such eventInstitutional Lenders, Borrower shall deliver to Lender within three (3) Trading Days of whichever are holding negative Tranche A True-Up Amounts on the True-Up Date (as the case may be, the “Tranche A Obligee Lenders”) shall thereupon require (i) the Lenders (if the Tranche A Obligee Lenders are the Institutional Lenders) to purchase, on demand at par, Tranche A Institutional Construction Loans or Tranche A Institutional Term Loans, or (ii) the Institutional Lenders (if the Tranche A Obligee Lenders are the Lenders) to purchase, on demand at par, unreimbursed Rova I L/C Reimbursement Obligations and Tranche A Agreement Construction Loans or Tranche A Agreement Term Loans (such purchasers, as the case may be, the “Tranche A Obligor Lenders”). Each such purchase shall be made in an aggregate amount equal to the product of (x) the sum of the Tranche A Obligor Lenders’ Commitment Percentages and (y) the sum of the Tranche A True-Up Share Delivery Date”Amounts (expressed as a positive number) a number held by the Tranche A Obligee Lenders, each Tranche A Obligor Lender being obligated to purchase no more than its respective Commitment Percentage of the amounts required to be purchased. The Lenders or the Institutional Lenders, whichever are holding negative Tranche B True-Up Shares equal to the difference between the number of Redemption Conversion Shares that would have been delivered to Lender Amounts on the True-Up Date based (as the case may be, the “Tranche B Obligee Lenders”) shall thereupon require (i) the Lenders (if the Tranche B Obligee Lenders are the Institutional Lenders) to purchase, on demand at par, Tranche B Institutional Construction Loans or Tranche B Institutional Term Loans, or (ii) the Redemption Conversion Price Institutional Lenders (if the Tranche B Obligee Lenders are the Lenders) to purchase, on demand at par, unreimbursed Rova II L/C Reimbursement Obligations and Tranche B Agreement Construction Loans or Tranche B Agreement Term Loans (such purchasers, as the case may be, the “Tranche B Obligor Lenders”). Each such purchase shall be made in an aggregate amount equal to the product of (x) the sum of the Tranche B Obligor Lenders’ Commitment Percentages and (y) the sum of the Tranche B True-Up Amounts (expressed as a positive number) held by the Tranche B Obligee Lenders, each Tranche B Obligor Lender being obligated to purchase no more than its respective Commitment Percentage of the amounts required to be purchased. All Institutional Loans required to be purchased by the Lenders pursuant to this Section 7.2(b)(i), and all Loans and L/C Reimbursement Obligations required to be purchased by the Institutional Lenders pursuant to this Section 7.2(b)(i), shall, from and after the effective date of such purchase, accrue interest at the True-Up Date and Default Rate. Borrower shall pay the number Institutional Lenders the Yield-Maintenance Premium in respect of Redemption Conversion Shares originally delivered any Institutional Construction Loans purchased by Lenders pursuant to this Section 7.2(b)(i). Any payment of Yield-Maintenance Premiums received by any Lender in respect of Institutional Loans purchased by such Lender pursuant to this Section 7.2(b)(i) shall be remitted by such Lender to the applicable Redemption NoticeInstitutional Lenders. For the avoidance of doubt, if the Redemption Conversion Price as of the True-Up Date is higher than the Redemption Conversion Price set forth in the applicable Redemption Notice, then Borrower shall have no obligation to deliver True-Up Shares to Lender, nor shall Lender have any obligation to return any excess Redemption Conversion Shares to Borrower under any circumstance. For the convenience of Borrower only, Lender may, in its sole discretion, deliver to Borrower a notice (pay all swap breakage costs incurred pursuant to a form of notice substantially in the form attached hereto as Exhibit C) informing Borrower of the number of True-Up Shares it is obligated to deliver to Lender as terms of any given Interest Rate Hedge Agreement. 181 (ii) In addition to the requirements of Section 7.2(b)(i) hereof, upon the expiration (without renewal or substitution by the Issuing Bank or a Lender) of any Letter of Credit which remains outstanding after the True-Up Date, provided that if Lender does not deliver any such notice, Borrower Agent shall not be relieved of its obligation to deliver recalculate the True-Up Shares pursuant to this Section 11. Notwithstanding Amount for each Lender and Institutional Lender, excluding from such recalculation the foregoing, if Borrower fails to deliver any required True-Up Shares on or before any applicable True-Up Share Delivery Date, then in such event the Outstanding Balance of this Note will automatically increase by a sum equal to the number of True-Up Shares deliverable as undrawn amount of the applicable True-Up Date multiplied expired Letter of Credit, and such recalculation shall be promptly provided to all Lenders and Institutional Lenders for review and comment. The Lenders or the Institutional Lenders, as the case may be, shall thereupon purchase, in the manner specified in Section 7.2(b)(i) hereof, Institutional Loans or Institutional Term Loans (if the purchase is required to be made by the Market Price for Lenders) or unreimbursed L/C Reimbursement Obligations and Agreement Construction Loans or Agreement Term Loans (if the Common Stock as purchase is required to be made by the Institutional Lenders) such that, after such purchase, each Lender and Institutional Lender shall have advanced its Commitment Percentage of the applicable True-Up Date Total Outstanding Extensions of Credit (under Lender’s and Borrower’s expectations that determined without including any such increase will tack back to amount in respect of the Purchase Price Date for purposes undrawn portion of determining the holding period under Rule 144expired Letter of Credit).. 182