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 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 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 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 (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 the number of Redemption Conversion Shares originally delivered to Lender pursuant to the applicable Redemption NoticeDefault Rate. 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 Truepay the Institutional Lenders the Yield-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, Maintenance Premium 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 respect 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 Institutional Construction Loans purchased by Lenders pursuant to this Section 117.2(b)(i). Notwithstanding the foregoing, if Borrower fails Any payment of Yield-Maintenance Premiums received by any Lender in respect of Institutional Loans purchased by such Lender pursuant to deliver any required True-Up Shares on or before any applicable True-Up Share Delivery Date, then in this Section 7.2(b)(i) shall be remitted by such event the Outstanding Balance of this Note will automatically increase by a sum equal Lender 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 Institutional Lenders. Borrower shall pay all swap breakage costs incurred pursuant to the Purchase Price Date for purposes terms of determining the holding period under Rule 144).any Interest Rate Hedge Agreement. 181

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 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 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). 12.

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 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.