Extract to table

00 per Share, subject to the terms and conditions of the Indenture; WHEREAS, Parent and the Company intend to enter into an Offer-to-Purchase Agreement (the "Offer Agreement"), pursuant to which, among other things, following the successful completion of the Offer, Parent will consummate a merger of a wholly owned subsidiary of Parent with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent, and as a condition and material inducement to Parent's willingness to enter into the Offer Agreement, Parent has required that the Stockholder enter into this Agreement; WHEREAS, Pinnacle Venture Resources GP II, LLC, a Delaware limited liability company, is the sole general partner of the Stockholder (the "General Partner"), and Theodore "Ted" Vanderhoek is the Managing Partner of the General Partner and has authority to execute this Agreement on behalf of the Stockholder; and WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Offer Agreement

The actual Note Payoff Amount shall be calculated as of the actual Closing Date and shall be set forth in a payoff letter to be delivered by the Stockholder not fewer than three (3) business days prior to the Closing

The term "Transfer" shall also include any agreement, arrangement, or understanding, whether or not in writing, to effect any of the foregoing

(c) The Stockholder shall deliver, or cause Dominion Transfer & Trust Co

2, the Stockholder shall promptly take all actions necessary to effect such withdrawal and the Covered Shares shall be returned to the Stockholder in accordance with the procedures set forth in the Offer Documents

2 hereof, (i) the Convertible Notes shall be automatically cancelled and retired and shall be of no further force or effect, (ii) the Indenture dated as of June 30, 2022 shall be deemed satisfied and discharged in full in accordance with its terms, and (iii) all liens, security interests, and encumbrances granted by the Company in favor of the Stockholder pursuant to the Indenture or any related security documents shall be automatically released and terminated