Common use of Pari Passu Notes Clause in Contracts

Pari Passu Notes. Maker and Holder acknowledge and agree the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to all principal, interest or other payments due under that (a) certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 in the original principal amount of $2,500,000 issued by Maker to Holder (the "First Holder Note") and that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Holder (the "Second Holder Note"), that certain Delayed Draw Unsecured Promissory Note, dated as of July 21, 2016 in the original principal amount of $4,769,996 issued by Maker to Holder (the “Third Holder Note”, and collectively with the First Holder Note, Second Holder Note and the Third Holder Note, the “Holder Notes”), (b) that certain Unsecured Promissory Note, dated as of January 28, 2016 as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 (the "First Great Harbor Note"), in the original principal amount of $2,500,000 issued by Maker to Great Harbor and, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Great Harbor (the "Second Great Harbor Note" and together with the First Great Harbor Note, the “Great Harbor Notes”) and (c) that certain promissory note, dated as of April 5, 2016, in the original principal amount of $500,000 issued by Maker to JL-US (the “JL-US Note”) and (d) that certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 (the "Little Harbor Note") in the original principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Little Harbor. Maker and Holder acknowledge and agree that all payments of principal and interest on all of the Holder Notes, the Great Harbor Notes, the JL-US Note and the Little Harbor Note (collectively, the "Investor Notes") shall all be made pro rata with respect to each such Investor Note based on the unpaid principal balance under all Investor Notes. I If Holder receives any payment or other amount with respect to this Note and the other Holder Notes in excess of that which it is entitled to under this Section 3.11, it shall, and shall be deemed to, hold such excess amount in trust for the benefit of Great Harbor, Little Harbor and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Great Harbor, Little Harbor and/or JL-US, as applicable, as promptly as practicable. Maker and Holder hereby agree that Great Harbor, Little Harbor and JL-US are each an express third party beneficiary of this Section 3.11 and it shall not be amended or modified without the express written consent of Great Harbor, Little Harbor and JL-US. 2. Except as expressly amended hereby, all terms and conditions of the Note shall remain in full force and effect. 3. Upon the effectiveness of this Amendment, each reference in the Note to "the Note," "this Note," "hereunder," "hereof," "herein," or words of similar import shall mean and be a reference to the Note, as amended by this Amendment. 4. This Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between such parties with respect to the subject matter hereof. To the extent of any conflict between the terms and conditions of this Amendment and the Note, the terms and conditions of this Amendment shall govern. 5. This Amendment may be executed in one or more counterparts, including by means of facsimile and/or portable document format, each of which shall be an original and all of which shall together constitute one and the same document.

Pari Passu Notes. Maker and Holder acknowledge and agree that the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to all principal, interest or other payments due under that (a) certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 in the original principal amount of $2,500,000 issued by Maker to Holder (the "First Holder Note") and that certain Unsecured Promissory Note, dated as of March 21, 20162016 (the "Second Holder Note"), as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Holder (the "Second Holder Note")Holder, that certain Delayed Draw Unsecured Promissory Note, dated as of July 21, 2016 in the original principal amount of $4,769,996 issued by Maker to Holder (the “Third Holder Note”, and collectively with the First Holder Note, Second Holder Note and the Third Holder Note, the “Holder Notes”), (b) that certain Unsecured Promissory Note, dated as of January 28, 2016 as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 (the "First Great Harbor Golisano Holdings Note"), in the original principal amount of $2,500,000 issued by Maker to Great Harbor andGolisano Holdings, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Great Harbor Golisano Holdings (the "Second Great Harbor Golisano Holdings Note" and together collectively with the First Great Harbor Golisano Holdings Note, the “Great Harbor "Golisano Holdings Notes”) "), and (c) that certain promissory note, dated as of April 5, 2016, in the original principal amount of $500,000 issued by Maker to JL-US (the “JL-US Note”) and (d) that certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 (the "Little Harbor Note") in the original principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Little Harbor). Maker and Holder acknowledge and agree that all All payments of principal and interest on all of the Holder Notes, the Great Harbor Notes, the JL-US Note and the Little Harbor Note (collectively, the "Investor Notes") Notes shall all be made pro rata with respect to each such Investor Note based on the unpaid principal balance under all Investor Notesthis Note, the Second Holder Note, the Golisano Holdings Notes and the JL-US Note. I If Holder receives any payment or other amount with respect to this Note and the other Holder Notes in excess of that which it is entitled to under this Section 3.11, it shall, and shall be deemed to, hold such excess amount in trust for the benefit of Great Harbor, Little Harbor Golisano Holdings and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Great Harbor, Little Harbor Golisano Holdings and/or JL-US, as applicable, US as promptly as practicable. Maker and Holder hereby agree that Great Harbor, Little Harbor Golisano Holdings and JL-US are each an express third party beneficiary of this Section 3.11 and it shall not be amended or modified without the express written consent of Great Harbor, Little Harbor Golisano Holdings and JL-US. 2. Except as expressly amended hereby, all terms and conditions of the Note shall remain in full force and effect. 3. Upon the effectiveness of this Amendment, each reference in the Note to "the Note," "this Note," "hereunder," "hereof," "herein," or words of similar import shall mean and be a reference to the Note, as amended by this Amendment. 4. This Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between such parties with respect to the subject matter hereof. To the extent of any conflict between the terms and conditions of this Amendment and the Note, the terms and conditions of this Amendment shall govern. 5. This Amendment may be executed in one or more counterparts, including by means of facsimile and/or portable document format, each of which shall be an original and all of which shall together constitute one and the same document.

Pari Passu Notes. Maker and Holder acknowledge and agree that the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to all principal, interest or other payments due under that (a) certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 in the original principal amount of $2,500,000 issued by Maker to Holder (the "First Holder Note") and that certain Unsecured Promissory Note, dated as of March 21, 20162016 (the "Second Holder Note"), as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Holder (the "Second Holder Note")Holder, that certain Delayed Draw Unsecured Promissory Note, dated as of July 21, 2016 in the original principal amount of $4,769,996 issued by Maker to Holder (the “Third Holder Note”, and collectively with the First Holder Note, Second Holder Note and the Third Holder Note, the “Holder Notes”), (b) that certain Unsecured Promissory Note, dated as of January 28, 2016 as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 (the "First Great Harbor Note"), in the original principal amount of $2,500,000 issued by Maker to Great Harbor andHarbor, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Great Harbor (the "Second Great Harbor Note" and together collectively with the First Great Harbor Note, the “"Great Harbor Notes”) "), and (c) that certain promissory note, dated as of April 5, 2016, in the original principal amount of $500,000 issued by Maker to JL-US (the “JL-US Note”) and (d) that certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 (the "Little Harbor Note") in the original principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Little Harbor). Maker and Holder acknowledge and agree that all All payments of principal and interest on all of the Holder Notes, the Great Harbor Notes, the JL-US Note and the Little Harbor Note (collectively, the "Investor Notes") Notes shall all be made pro rata with respect to each such Investor Note based on the unpaid principal balance under all Investor Notesthis Note, the Second Holder Note, the Great Harbor Notes and the JL-US Note. I If Holder receives any payment or other amount with respect to this Note and the other Holder Notes in excess of that which it is entitled to under this Section 3.11, it shall, and shall be deemed to, hold such excess amount in trust for the benefit of Great Harbor, Little Harbor and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Great Harbor, Little Harbor and/or JL-US, as applicable, US as promptly as practicable. Maker and Holder hereby agree that Great Harbor, Little Harbor and JL-US are each an express third party beneficiary of this Section 3.11 and it shall not be amended or modified without the express written consent of Great Harbor, Little Harbor and JL-US. 2. Except as expressly amended hereby, all terms and conditions of the Note shall remain in full force and effect. 3. Upon the effectiveness of this Amendment, each reference in the Note to "the Note," "this Note," "hereunder," "hereof," "herein," or words of similar import shall mean and be a reference to the Note, as amended by this Amendment. 4. This Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between such parties with respect to the subject matter hereof. To the extent of any conflict between the terms and conditions of this Amendment and the Note, the terms and conditions of this Amendment shall govern. 5. This Amendment may be executed in one or more counterparts, including by means of facsimile and/or portable document format, each of which shall be an original and all of which shall together constitute one and the same document.

Pari Passu Notes. Maker and Holder acknowledge and agree the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to all principal, interest or other payments due under that (a) certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 in the original principal amount of $2,500,000 issued by Maker to Holder (the "First Holder Note") and that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Holder (the "Second Holder Note"), that certain Delayed Draw Unsecured Promissory Note, dated as of July 21, 2016 in the original principal amount of $4,769,996 issued by Maker to Holder (the “Third Holder Note”, and collectively with the First Holder Note, Second Holder Note and the Third Holder Note, the “Holder Notes”), (b) that certain Unsecured Promissory Note, dated as of January 28, 2016 as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 (the "First Great Harbor Note"), in the original principal amount of $2,500,000 issued by Maker to Great Harbor and, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Great Harbor (the "Second Great Harbor Note" and together with the First Great Harbor Note, the “Great Harbor Notes”) and (c) that certain promissory note, dated as of April 5, 2016, in the original principal amount of $500,000 issued by Maker to JL-US (the “JL-US Note”) and (d) that certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 (the "Little Harbor Note") in the original principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Little Harbor. Maker and Holder acknowledge and agree that all payments of principal and interest on all of the Holder Notes, the Great Harbor Notes, the JL-US Note and the Little Harbor Note (collectively, the "Investor Notes") shall all be made pro rata with respect to each such Investor Note based on the unpaid principal balance under all Investor Notes. I If Holder receives any payment or other amount with respect to this Note and the other Holder Notes in excess of that which it is entitled to under this Section 3.11, it shall, and shall be deemed to, hold such excess amount in trust for the benefit of Great Harbor, Little Harbor and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Great Harbor, Little Harbor and/or JL-USUS , as applicable, as promptly as practicable. Maker and Holder hereby agree that Great Harbor, Little Harbor and JL-US are each an express third party beneficiary of this Section 3.11 and it shall not be amended or modified without the express written consent of Great Harbor, Little Harbor and JL-US. 2. Except as expressly amended hereby, all terms and conditions of the Note shall remain in full force and effect. 3. Upon the effectiveness of this Amendment, each reference in the Note to "the Note," "this Note," "hereunder," "hereof," "herein," or words of similar import shall mean and be a reference to the Note, as amended by this Amendment. 4. This Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between such parties with respect to the subject matter hereof. To the extent of any conflict between the terms and conditions of this Amendment and the Note, the terms and conditions of this Amendment shall govern. 5. This Amendment may be executed in one or more counterparts, including by means of facsimile and/or portable document format, each of which shall be an original and all of which shall together constitute one and the same document.

Pari Passu Notes. Maker and Holder acknowledge and agree the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to all principal, interest or other payments due under that (a) the Third Golisano Holdings Note, that certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 in the original principal amount of $2,500,000 issued by Maker to Holder Golisano Holdings (the "First Holder Golisano Holdings Note") and that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Holder Golisano Holdings (the "Second Holder Golisano Holdings Note"), ) that certain Delayed Draw Unsecured Promissory Note, dated as of July 21, 2016 in the original principal amount of $4,769,996 issued by Maker to Holder Golisano Holdings (the “Third Holder Note”, and collectively Golisano Holdings Note”and together with the First Holder Note, Second Holder Golisano Holdings Note and the Third Holder Second Golisano Holdings Note, the “Holder "Golisano Holdings Notes”"), (b) that certain Unsecured Promissory Note, dated as of January 28, 2016 as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 (the "First Great Harbor Note"), in the original principal amount of $2,500,000 issued by Maker to Great Harbor (the "First Great Harbor Note"), and, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Great Harbor (the "Second Great Harbor Note" ") and that certain Delayed Draw Unsecured Promissory Note, dated as of July 21, 2016 in the original principal amount of $4,769,996 issued by Maker to Great Harbor (the “Little Harbor Note” and together with the First Great Harbor Note and the Second Great Harbor Note, the “Great Harbor Notes”) and (c) that certain promissory note, dated as of April 5, 2016, in the original principal amount of $500,000 issued by Maker to JL-US (the “JL-US Note”) and (d) that certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 (the "Little Harbor Note") in the original principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Little Harbor). Maker and Holder acknowledge and agree that all payments of principal and interest on this Note and all of the Holder Golisano Notes, the Great Harbor Notes, and the JL-US Note and the Little Harbor Note (collectively, the "Investor Notes") shall all be made pro rata with respect to each such Investor Note based on the unpaid principal balance under all Investor Notes. I If Holder receives any payment or other amount with respect to this Note and the other Holder Notes in excess of that which it is entitled to under this Section 3.11, it shall, and shall be deemed to, hold such excess amount in trust for the benefit of Golisano Holdings, Great Harbor, Little Harbor and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Golisano Holdings, Great Harbor, Little Harbor and/or JL-US, as applicable, as promptly as practicable. Maker and Holder hereby agree that Golisano Holdings, Great Harbor, Little Harbor and JL-US are each an express third party beneficiary of this Section 3.11 and it shall not be amended or modified without the express written consent of Golisano Holdings, Great Harbor, Little Harbor and JL-US. 2. Except as expressly amended hereby, all terms and conditions of the Note shall remain in full force and effect. 3. Upon the effectiveness of this Amendment, each reference in the Note to "the Note," "this Note," "hereunder," "hereof," "herein," or words of similar import shall mean and be a reference to the Note, as amended by this Amendment. 4. This Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between such parties with respect to the subject matter hereof. To the extent of any conflict between the terms and conditions of this Amendment and the Note, the terms and conditions of this Amendment shall govern. 5. This Amendment may be executed in one or more counterparts, including by means of facsimile and/or portable document format, each of which shall be an original and all of which shall together constitute one and the same document.

Pari Passu Notes. Maker and Holder acknowledge and agree the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to all principal, interest or other payments due under that (a) the Third Golisano Holdings Note, that certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 in the original principal amount of $2,500,000 issued by Maker to Holder Golisano Holdings (the "First Holder Golisano Holdings Note") and that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Holder Golisano Holdings (the "Second Holder Golisano Holdings Note"), ) that certain Delayed Draw Unsecured Promissory Note, dated as of July 21, 2016 in the original principal amount of $4,769,996 issued by Maker to Holder Golisano Holdings (the “Third Holder Note”, and collectively Golisano Holdings Note”and together with the First Holder Note, Second Holder Golisano Holdings Note and the Third Holder Second Golisano Holdings Note, the “Holder "Golisano Holdings Notes”"), (b) that certain Unsecured Promissory Note, dated as of January 28, 2016 as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 (the "First Great Harbor Note"), in the original principal amount of $2,500,000 issued by Maker to Great Harbor (the "First Great Harbor Note"), and, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Great Harbor (the "Second Great Harbor Note" ") and that certain Delayed Draw Unsecured Promissory Note, dated as of July 21, 2016 in the original principal amount of $4,769,996 issued by Maker to Little Harbor Capital, LLC (the “Little Harbor Note” and together with the First Great Harbor Note and the Second Great Harbor Note, the “Great Harbor Notes”) and (c) that certain promissory note, dated as of April 5, 2016, in the original principal amount of $500,000 issued by Maker to JL-US (the “JL-US Note”) and (d) that certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 (the "Little Harbor Note") in the original principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Little Harbor). Maker and Holder acknowledge and agree that all payments of principal and interest on this Note and all of the Holder Golisano Notes, the Great Harbor Notes, and the JL-US Note and the Little Harbor Note (collectively, the "Investor Notes") shall all be made pro rata with respect to each such Investor Note based on the unpaid principal balance under all Investor Notes. I If Holder receives any payment or other amount with respect to this Note and the other Holder Notes in excess of that which it is entitled to under this Section 3.11, it shall, and shall be deemed to, hold such excess amount in trust for the benefit of Golisano Holdings, Great Harbor, Little Harbor and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Golisano Holdings, Great Harbor, Little Harbor and/or JL-US, as applicable, as promptly as practicable. Maker and Holder hereby agree that Golisano Holdings, Great Harbor, Little Harbor and JL-US are each an express third party beneficiary of this Section 3.11 and it shall not be amended or modified without the express written consent of Golisano Holdings, Great Harbor, Little Harbor and JL-US. 2. Except as expressly amended hereby, all terms and conditions of the Note shall remain in full force and effect. 3. Upon the effectiveness of this Amendment, each reference in the Note to "the Note," "this Note," "hereunder," "hereof," "herein," or words of similar import shall mean and be a reference to the Note, as amended by this Amendment. 4. This Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between such parties with respect to the subject matter hereof. To the extent of any conflict between the terms and conditions of this Amendment and the Note, the terms and conditions of this Amendment shall govern. 5. This Amendment may be executed in one or more counterparts, including by means of facsimile and/or portable document format, each of which shall be an original and all of which shall together constitute one and the same document.

Pari Passu Notes. Maker and Holder acknowledge and agree that the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to all principal, interest or other payments due under that (a) certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 in the original principal amount of $2,500,000 issued by Maker to Holder (the "First Holder Note") and that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 (the "Second Holder Note" and Amendment No. 2 dated as of July 21together with this Note, 2016 the “Holder Notes”), in the original principal amount of $7,000,000 issued by Maker to Holder (the "Second Holder Note"), that certain Delayed Draw Unsecured Promissory Note, dated as of July 21, 2016 in the original principal amount of $4,769,996 issued by Maker to Holder (the “Third Holder Note”, and collectively with the First Holder Note, Second Holder Note and the Third Holder Note, the “Holder Notes”)Holder, (b) that certain Unsecured Promissory Note, dated as of January 28, 2016 2016, as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 521, 2016 and Amendment No. 3 2 dated as of July 21April 5, 2016 (the "First Great Harbor Golisano Holdings Note"), in the original principal amount of $2,500,000 issued by Maker to Great Harbor andGolisano Holdings, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Great Harbor Golisano Holdings (the "Second Great Harbor Golisano Holdings Note" "), and that certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 (the “Third Golisano Holdings Note” and together and collectively with the First Great Harbor Golisano Holdings Note and the Second Golisano Holdings Note, the “Great Harbor "Golisano Holdings Notes”") and in the original principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Holder, (c) that certain promissory note, dated as of April 5, 2016, in the original principal amount of $500,000 issued by Maker to JL-US (the “JL-US Note”) ), and (d) that certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 (the "Little Harbor Note") in the original principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Little Harbor. Maker and Holder acknowledge and agree that all payments of principal and interest on all of the Holder Notes, the Great Harbor Notes, the JL-US Note and the Little Harbor Note (collectively, the "Investor Notes") shall all be made pro rata with respect to each such Investor Note based on the unpaid principal balance under all Investor Notes. I If Holder receives any payment or other amount with respect to this Note and the other Holder Notes in excess of that which it is entitled to under this Section 3.11, it shall, and shall be deemed to, hold such excess amount in trust for the benefit of Great HarborGolisano Holdings, Little Harbor and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Great HarborGolisano Holdings, Little Harbor and/or JL-US, as applicable, as promptly as practicable. Maker and Holder hereby agree that Great HarborGolisano Holdings, Little Harbor and JL-US are each an express third party beneficiary of this Section 3.11 and it shall not be amended or modified without the express written consent of Great HarborGolisano Holdings, Little Harbor and JL-US. 23. Except as expressly amended hereby, all terms and conditions of the Note shall remain in full force and effect. 34. Upon the effectiveness of this Amendment, each reference in the Note to "the Note," "this Note," "hereunder," "hereof," "herein," or words of similar import shall mean and be a reference to the Note, as amended by this Amendment. 45. This Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between such parties with respect to the subject matter hereof. To the extent of any conflict between the terms and conditions of this Amendment and the Note, the terms and conditions of this Amendment shall govern. 56. This Amendment may be executed in one or more counterparts, including by means of facsimile and/or portable document format, each of which shall be an original and all of which shall together constitute one and the same document.

Pari Passu Notes. Maker and Holder acknowledge and agree the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to all principal, interest or other payments due under that (a) the Third Golisano Holdings Note, that certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 in the original principal amount of $2,500,000 issued by Maker to Holder Golisano Holdings (the "First Holder Golisano Holdings Note") and that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Holder Golisano Holdings (the "Second Holder Golisano Holdings Note"), ) that certain Delayed Draw Unsecured Promissory Note, dated as of July 21, 2016 in the original principal amount of $4,769,996 issued by Maker to Holder Golisano Holdings (the “Third Holder Note”, and collectively Golisano Holdings Note”and together with the First Holder Note, Second Holder Golisano Holdings Note and the Third Holder Second Golisano Holdings Note, the “Holder "Golisano Holdings Notes”"), (b) that certain Unsecured Promissory Note, dated as of January 28, 2016 as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 (the "First Great Harbor Note"), in the original principal amount of $2,500,000 issued by Maker to Great Harbor (the "First Great Harbor Note"), and, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Great Harbor (the "Second Great Harbor Note" ") and that certain Delayed Draw Unsecured Promissory Note, dated as of July 21, 2016 in the original principal amount of $4,769,996 issued by Maker to Great Harbor (the “Little Harbor Note” and together with the First Great Harbor Note and the Second Great Harbor Note, the “Great Harbor Notes”) and (c) that certain promissory note, dated as of April 5, 2016, in the original principal amount of $500,000 issued by Maker to JL-US (the “JL-US Note”) and (d) that certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 (the "Little Harbor Note") in the original principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Little Harbor). Maker and Holder acknowledge and agree that all payments of principal and interest on this Note and all of the Holder Golisano Notes, the Great Harbor Notes, and the JL-US Note and the Little Harbor Note (collectively, the "Investor Notes") shall all be made pro rata with respect to each such Investor Note based on the unpaid principal balance under all Investor Notes. I If Holder receives any payment or other amount with respect to this Note and the other Holder Notes in excess of that which it is entitled to under this Section 3.11, it shall, and shall be deemed to, hold such excess amount in trust for the benefit of Golisano Holdings, Great Harbor, Little Harbor and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Golisano Holdings, Great Harbor, Little Harbor and/or JL-US, as applicable, as promptly as practicable. Maker and Holder hereby agree that Golisano Holdings, Great Harbor, Little Harbor and JL-US are each an express third party beneficiary of this Section 3.11 and it shall not be amended or modified without the express written consent of Golisano Holdings, Great Harbor, Little Harbor and JL-US. 2. Except as expressly amended hereby, all terms and conditions of the Note shall remain in full force and effect. 3. Upon the effectiveness of this Amendment, each reference in the Note to "the Note," "this Note," "hereunder," "hereof," "herein," or words of similar import shall mean and be a reference to the Note, as amended by this Amendment. 4. This Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between such parties with respect to the subject matter hereof. To the extent of any conflict between the terms and conditions of this Amendment and the Note, the terms and conditions of this Amendment shall govern. 5. This Amendment may be executed in one or more counterparts, including by means of facsimile and/or portable document format, each of which shall be an original and all of which shall together constitute one and the same document.

Pari Passu Notes. Maker and Holder acknowledge and agree the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to all principal, interest or other payments due under that (a) the Third Golisano Holdings Note, that certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 in the original principal amount of $2,500,000 issued by Maker to Holder Golisano Holdings (the "First Holder Golisano Holdings Note") and that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Holder Golisano Holdings (the "Second Holder Golisano Holdings Note"), ) that certain Delayed Draw Unsecured Promissory Note, dated as of July 21, 2016 in the original principal amount of $4,769,996 issued by Maker to Holder Golisano Holdings (the “Third Holder Golisano Holdings Note”, ” and collectively together with the First Holder Note, Second Holder Golisano Holdings Note and the Third Holder Second Golisano Holdings Note, the “Holder "Golisano Holdings Notes”"), (b) that certain Unsecured Promissory Note, dated as of January 28, 2016 as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 (the "First Great Harbor Note"), in the original principal amount of $2,500,000 issued by Maker to Great Harbor (the "First Great Harbor Note"), and, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Great Harbor (the "Second Great Harbor Note" ") and that certain Delayed Draw Unsecured Promissory Note, dated as of July 21, 2016 in the original principal amount of $4,769,996 issued by Maker to Great Harbor (the “Third Great Harbor Note” and together with the First Great Harbor Note and the Second Great Harbor Note, the “Great Harbor Notes”) and (c) that certain promissory note, dated as of April 5, 2016, in the original principal amount of $500,000 issued by Maker to JL-US (the “JL-US Note”) and (d) that certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 (the "Little Harbor Note") in the original principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Little Harbor). Maker and Holder acknowledge and agree that all payments of principal and interest on this Note and all of the Holder Golisano Notes, the Great Harbor Notes, and the JL-US Note and the Little Harbor Note (collectively, the "Investor Notes") shall all be made pro rata with respect to each such Investor Note based on the unpaid principal balance under all Investor Notes. I If Holder receives any payment or other amount with respect to this Note and the other Holder Notes in excess of that which it is entitled to under this Section 3.11, it shall, and shall be deemed to, hold such excess amount in trust for the benefit of Golisano Holdings, Great Harbor, Little Harbor and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Golisano Holdings, Great Harbor, Little Harbor and/or JL-US, as applicable, as promptly as practicable. Maker and Holder hereby agree that Golisano Holdings, Great Harbor, Little Harbor and JL-US are each an express third party beneficiary of this Section 3.11 and it shall not be amended or modified without the express written consent of Golisano Holdings, Great Harbor, Little Harbor and JL-US. 2. Except as expressly amended hereby, all terms and conditions of the Note shall remain in full force and effect. 3. Upon the effectiveness of this Amendment, each reference in the Note to "the Note," "this Note," "hereunder," "hereof," "herein," or words of similar import shall mean and be a reference to the Note, as amended by this Amendment. 4. This Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between such parties with respect to the subject matter hereof. To the extent of any conflict between the terms and conditions of this Amendment and the Note, the terms and conditions of this Amendment shall govern. 5. This Amendment may be executed in one or more counterparts, including by means of facsimile and/or portable document format, each of which shall be an original and all of which shall together constitute one and the same document.

Pari Passu Notes. Maker and Holder acknowledge and agree the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to all principal, interest or other payments due under that (a) certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment No. 1 dated as of March 31, 2016, 2016 and Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 (the "First Holder Note") in the original principal amount of $2,500,000 issued by Maker to Holder (the "First Holder Note") and that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 (the "Second Holder Note" and Amendment No. 2 dated as of July 21together with this Note and the First Holder Note, 2016 the "Holder Notes"), in the original principal amount of $7,000,000 issued by Maker to Holder (the "Second Holder Note"), that certain Delayed Draw Unsecured Promissory Note, dated as of July 21, 2016 in the original principal amount of $4,769,996 issued by Maker to Holder (the “Third Holder Note”, and collectively with the First Holder Note, Second Holder Note and the Third Holder Note, the “Holder Notes”), (b) that certain Unsecured Promissory Note, dated as of January 28, 2016 as amended by Amendment No. 1 dated as of March 31, 2016, 2016 and Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 (the "First Great Harbor Note"), in the original principal amount of $2,500,000 issued by Maker to Great Harbor and, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Great Harbor (the "Second Great Harbor Note" and together with the First Great Harbor Note, the “Great Harbor Notes”) and (c) that certain promissory note, dated as of April 5, 2016, in the original principal amount of $500,000 issued by Maker to JL-US (the “JL-US Note”) and (d) that certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 (the "Little Harbor Note") in the original principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Little Harbor. Maker and Holder acknowledge and agree that all payments of principal and interest on all of the Holder Notes, the Great Harbor Notes, the JL-US Note and the Little Harbor Note (collectively, the "Investor Notes") shall all be made pro rata with respect to each such Investor Note based on the unpaid principal balance under all Investor Notes. I If Holder receives any payment or other amount with respect to this Note and the other Holder Notes in excess of that which it is entitled to under this Section 3.11, it shall, and shall be deemed to, hold such excess amount in trust for the benefit of Great Harbor, Little Harbor and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Great Harbor, Little Harbor and/or JL-USUS , as applicable, as promptly as practicable. Maker and Holder hereby agree that Great Harbor, Little Harbor and JL-US are each an express third party beneficiary of this Section 3.11 and it shall not be amended or modified without the express written consent of Great Harbor, Little Harbor and JL-US. 2. Except as expressly amended hereby, all terms and conditions of the Note shall remain in full force and effect. 3. Upon the effectiveness of this Amendment, each reference in the Note to "the Note," "this Note," "hereunder," "hereof," "herein," or words of similar import shall mean and be a reference to the Note, as amended by this Amendment. 4. This Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between such parties with respect to the subject matter hereof. To the extent of any conflict between the terms and conditions of this Amendment and the Note, the terms and conditions of this Amendment shall govern. 5. This Amendment may be executed in one or more counterparts, including by means of facsimile and/or portable document format, each of which shall be an original and all of which shall together constitute one and the same document.

Pari Passu Notes. Maker and Holder acknowledge and agree that the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to all principal, interest or other payments due under that (a) certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 521, 2016 and Amendment No. 3 2 dated as of July 21April 5, 2016 (the "First Holder Note"), in the original principal amount of $2,500,000 issued by Maker to Holder (the "First Holder Note") and that certain Unsecured Delayed Draw Promissory Note, Note dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Holder (the "Second “Third Holder Note"), that certain Delayed Draw Unsecured Promissory ” and together with this Note and the First Holder Note, dated as of July 21, 2016 the "Holder Notes") in the original principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Holder (the “Third Holder Note”, and collectively with the First Holder Note, Second Holder Note and the Third Holder Note, the “Holder Notes”), (b) that certain Unsecured Promissory Note, dated as of January 28, 2016 as amended by Amendment No. 1 dated as of March 3121, 2016, 2016 and Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 (the "First Great Harbor Note"), in the original principal amount of $2,500,000 issued by Maker to Great Harbor and, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Great Harbor (the "Second Great Harbor Note" and together with the First Great Harbor Note, the “Great Harbor Notes”) and ), (c) that certain promissory note, dated as of April 5, 2016, in the original principal amount of $500,000 issued by Maker to JL-US (the “JL-US Note”) and (d) that certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 (the "Little Harbor Note") in the original principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Little Harbor. Maker and Holder acknowledge and agree that all payments of principal and interest on all of the Holder Notes, the Great Harbor Notes, the JL-US Note and the Little Harbor Note (collectively, the "Investor Notes") shall all be made pro rata with respect to each such Investor Note based on the unpaid principal balance under all Investor Notes. I If Holder receives any payment or other amount with respect to this Note and the other Holder Notes in excess of that which it is entitled to under this Section 3.11, it shall, and shall be deemed to, hold such excess amount in trust for the benefit of Great Harbor, Little Harbor and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Great Harbor, Little Harbor and/or JL-US, as applicable, as promptly as practicable. Maker and Holder hereby agree that Great Harbor, Little Harbor and JL-US are each an express third party beneficiary of this Section 3.11 and it shall not be amended or modified without the express written consent of Great Harbor, Little Harbor and JL-US. 24. Except as expressly amended hereby, all terms and conditions of the Note shall remain in full force and effect. 35. Upon the effectiveness of this Amendment, each reference in the Note to "the Note," "this Note," "hereunder," "hereof," "herein," or words of similar import shall mean and be a reference to the Note, as amended by this Amendment. 46. This Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between such parties with respect to the subject matter hereof. To the extent of any conflict between the terms and conditions of this Amendment and the Note, the terms and conditions of this Amendment shall govern. 57. This Amendment may be executed in one or more counterparts, including by means of facsimile and/or portable document format, each of which shall be an original and all of which shall together constitute one and the same document.

Pari Passu Notes. Maker and Holder acknowledge and agree that the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to all principal, interest or other payments due under that (a) certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 521, 2016 and Amendment No. 3 2 dated as of July 21April 5, 2016 (the "First Golisano Holdings Note"), in the original principal amount of $2,500,000 issued by Maker to Holder (the "First Holder Note") and Golisano Holdings, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Holder Golisano Holdings (the "Second Holder Golisano Holdings Note"), ) and that certain Unsecured Delayed Draw Unsecured Promissory Note, Note dated as of July 21, 2016 (the “Third Golisano Holdings Note” and together with this Note and the First Holder Note, the "Golisano Holdings Notes") in the original principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Holder (the “Third Holder Note”, and collectively with the First Holder Note, Second Holder Note and the Third Holder Note, the “Holder Notes”)Golisano Holdings, (b) that certain Unsecured Promissory Note, dated as of January 28, 2016 as amended by Amendment No. 1 dated as of March 3121, 2016, 2016 and Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 (the "First Great Harbor Note"), in the original principal amount of $2,500,000 issued by Maker to Great Harbor and, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Great Harbor (the "Second Great Harbor Note" and together with the First Great Harbor Note, the “Great Harbor Notes”) and (c) that certain promissory note, dated as of April 5, 2016, in the original principal amount of $500,000 issued by Maker to JL-US (the “JL-US Note”) and (d) that certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 (the "Little Harbor Note") in the original principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Little Harbor. Maker and Holder acknowledge and agree that all payments of principal and interest on all of the Holder Note, the Golisano Holdings Notes, the Great Harbor Notes, the JL-US Note and the Little Harbor Note (collectively, the "Investor Notes") shall all be made pro rata with respect to each such Investor Note based on the unpaid principal balance under all Investor Notes. I If Holder receives any payment or other amount with respect to this Note and the other Holder Notes in excess of that which it is entitled to under this Section 3.11, it shall, and shall be deemed to, hold such excess amount in trust for the benefit of Golisano Holdings, Great Harbor, Harbor and Little Harbor and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Golisano Holdings, Great Harbor, Little Harbor and/or JL-USLittle Harbor, as applicable, as promptly as practicable. Maker and Holder hereby agree that Golisano Holdings, Great Harbor, Harbor and Little Harbor and JL-US are each an express third party beneficiary of this Section 3.11 and it shall not be amended or modified without the express written consent of Golisano Holdings Great Harbor, Little Harbor and JL-USLittle Harbor. 24. Except as expressly amended hereby, all terms and conditions of the Note shall remain in full force and effect. 35. Upon the effectiveness of this Amendment, each reference in the Note to "the Note," "this Note," "hereunder," "hereof," "herein," or words of similar import shall mean and be a reference to the Note, as amended by this Amendment. 46. This Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between such parties with respect to the subject matter hereof. To the extent of any conflict between the terms and conditions of this Amendment and the Note, the terms and conditions of this Amendment shall govern. 57. This Amendment may be executed in one or more counterparts, including by means of facsimile and/or portable document format, each of which shall be an original and all of which shall together constitute one and the same document.

Pari Passu Notes. Maker and Holder acknowledge and agree that the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to all principal, interest or other payments due under that (a) certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 521, 2016 and Amendment No. 3 2 dated as of July 21April 5, 2016 (the "First Golisano Holdings Note"), in the original principal amount of $2,500,000 issued by Maker to Holder (the "First Holder Note") and Golisano Holdings, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Holder Golisano Holdings (the "Second Holder Golisano Holdings Note"), that certain Unsecured Delayed Draw Unsecured Promissory Note, Note dated as of July 21, 2016 in the original principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Holder Golisano Holdings (the “Third Holder Golisano Holdings Note”) and that certain Unsecured Promissory Note dated December __, 2016 in the original principal amount of $2,500,000 (the “Fourth Golisano Holdings Note” and collectively together with the First Holder Golisano Holdings Note, the Second Holder Golisano Holdings Note and the Third Holder Golisano Holdings Note, the “Holder "Golisano Holdings Notes”"), (b) that certain Unsecured Promissory Note, dated as of January 28, 2016 as amended by Amendment No. 1 dated as of March 3121, 2016, 2016 and Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 (the "First Great Harbor Note"), in the original principal amount of $2,500,000 issued by Maker to Great Harbor and, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Great Harbor (the "Second Great Harbor Note" ") and that certain Unsecured Promissory Note dated December __, 2016 in the original principal amount of $2,500,000 (the “Third Great Harbor Note” and together with the First Great Harbor Note and Second Great Harbor Note, the “Great Harbor Notes”) and (c) that certain promissory note, dated as of April 5, 2016, in the original principal amount of $500,000 issued by Maker to JL-US (the “JL-US Note”) and (d) that certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 (the "Little Harbor Note") in the original principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Little HarborHarbor (the "Little Harbor Note"). Maker and Holder acknowledge and agree that all payments of principal and interest on all of the Holder Note, the Golisano Holdings Notes, the Great Harbor Notes, the JL-US Note and the Little Harbor Note (collectively, the "Investor Notes") shall all be made pro rata with respect to each such Investor Note based on the unpaid principal balance under all Investor Notes. I If Holder receives any payment or other amount with respect to this Note and the other Holder Notes in excess of that which it is entitled to under this Section 3.11, it shall, and shall be deemed to, hold such excess amount in trust for the benefit of Golisano Holdings, Great Harbor, Harbor and Little Harbor and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Golisano Holdings, Great Harbor, Little Harbor and/or JL-USLittle Harbor, as applicable, as promptly as practicable. Maker and Holder hereby agree that Golisano Holdings, Great Harbor, Harbor and Little Harbor and JL-US are each an express third party beneficiary of this Section 3.11 and it shall not be amended or modified without the express written consent of Golisano Holdings Great Harbor, Little Harbor and JL-USLittle Harbor. 2. Except as expressly amended hereby, all terms and conditions of the Note shall remain in full force and effect. 3. Upon the effectiveness of this Amendment, each reference in the Note to "the Note," "this Note," "hereunder," "hereof," "herein," or words of similar import shall mean and be a reference to the Note, as amended by this Amendment. 4. This Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between such parties with respect to the subject matter hereof. To the extent of any conflict between the terms and conditions of this Amendment and the Note, the terms and conditions of this Amendment shall govern. 5. This Amendment may be executed in one or more counterparts, including by means of facsimile and/or portable document format, each of which shall be an original and all of which shall together constitute one and the same document.

Pari Passu Notes. Maker and Holder acknowledge and agree the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to all principal, interest or other payments due under that (a) certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 5, 2016 and 2016, Amendment No. 3 dated as of July 21, 2016 and Amendment No. 4 dated December 30, 2016 in the original principal amount of $2,500,000 issued by Maker to Holder (the "First Holder Note") and that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and 2016, Amendment No. 2 dated as of July 21, 2016 and Amendment No. 3 dated as of December 30, 2016 in the original principal amount of $7,000,000 issued by Maker to Holder (the "Second Holder Note"), that certain Delayed Draw Unsecured Promissory Note, dated as of July 21, 2016, as amended by Amendment No. 1 dated as of December 30, 2016 in the original principal amount of $4,769,996 issued by Maker to Holder (the “Third Holder Note”), that certain Unsecured Promissory Note dated December 30, 2016 (the “Fourth Holder Note”, and collectively with the First Holder Note, Second Holder Note, Third Holder Note and the Third Fourth Holder Note, the “Holder Notes”), (b) that certain Unsecured Promissory Note, dated as of January 28, 2016 as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 5, 2016 and 2016, Amendment No. 3 dated as of July 21, 2016 and Amendment No. 4 dated as of December 30, 2016 (the "First Great Harbor Note"), in the original principal amount of $2,500,000 issued by Maker to Great Harbor and, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and 2016, Amendment No. 2 dated as of July 21, 2016 and Amendment No. 3 dated as of December 30, 2016 in the original principal amount of $7,000,000 issued by Maker to Great Harbor (the "Second Great Harbor Note" and together with the First Great Harbor Note, the “Great Harbor Notes”) and (c) that certain promissory note, dated as of April 5, 2016 and amended by Amendment No. 1 dated July 21, 2016 and Amendment No. 2 dated December 30, 2016, in the original principal amount of $500,000 issued by Maker to JL-US (the “JL-US Note”) and (d) that certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 and amended by Amendment No. 1 dated December 30, 2016 (the "Little Harbor Note") in the original principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Little Harbor. Maker and Holder acknowledge and agree that all payments of principal and interest on all of the Holder Notes, the Great Harbor Notes, the JL-US Note and the Little Harbor Note (collectively, the "Investor Notes") shall all be made pro rata with respect to each such Investor Note based on the unpaid principal balance under all Investor Notes. I If Holder receives any payment or other amount with respect to this Note and the other Holder Notes in excess of that which it is entitled to under this Section 3.11, it shall, and shall be deemed to, hold such excess amount in trust for the benefit of Great Harbor, Little Harbor and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Great Harbor, Little Harbor and/or JL-US, as applicable, as promptly as practicable. Maker and Holder hereby agree that Great Harbor, Little Harbor and JL-US are each an express third party beneficiary of this Section 3.11 and it shall not be amended or modified without the express written consent of Great Harbor, Little Harbor and JL-US. 2. Except as expressly amended hereby, all terms and conditions of the Note shall remain in full force and effect. 3. Upon the effectiveness of this Amendment, each reference in the Note to "the Note," "this Note," "hereunder," "hereof," "herein," or words of similar import shall mean and be a reference to the Note, as amended by this Amendment. 4. This Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between such parties with respect to the subject matter hereof. To the extent of any conflict between the terms and conditions of this Amendment and the Note, the terms and conditions of this Amendment shall govern. 5. This Amendment may be executed in one or more counterparts, including by means of facsimile and/or portable document format, each of which shall be an original and all of which shall together constitute one and the same document.

Pari Passu Notes. Maker and Holder acknowledge and agree that the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to all principal, interest or other payments due under that (a) certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 in the original principal amount of $2,500,000 issued by Maker to Holder (the "First Holder Note") and that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21(the "Second Holder Note"), 2016 in the original principal amount of $7,000,000 issued by Maker to Holder (the "Second Holder Note"), and that certain Unsecured Delayed Draw Unsecured Promissory Note, Note dated as of July 21, 2016 (the “Third Holder Note” and together with this Note and the Second Holder Note, the "Holder Notes") in the original principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Holder (the “Third Holder Note”, and collectively with the First Holder Note, Second Holder Note and the Third Holder Note, the “Holder Notes”), (b) that certain Unsecured Promissory Note, dated as of January 28, 2016 as amended by Amendment No. 1 dated as of March 3121, 2016, 2016 and Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 (the "First Great Harbor Note"), in the original principal amount of $2,500,000 issued by Maker to Great Harbor and, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Great Harbor (the "Second Great Harbor Note" and together with the First Great Harbor Note, the “Great Harbor Notes”) and ), (c) that certain promissory note, dated as of April 5, 2016, in the original principal amount of $500,000 issued by Maker to JL-US (the “JL-US Note”) and (d) that certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 (the "Little Harbor Note") in the original principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Little Harbor. Maker and Holder acknowledge and agree that all payments of principal and interest on all of the Holder Notes, the Great Harbor Notes, the JL-US Note and the Little Harbor Note (collectively, the "Investor Notes") shall all be made pro rata with respect to each such Investor Note based on the unpaid principal balance under all Investor Notes. I If Holder receives any payment or other amount with respect to this Note and the other Holder Notes in excess of that which it is entitled to under this Section 3.11, it shall, and shall be deemed to, hold such excess amount in trust for the benefit of Great Harbor, Little Harbor and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Great Harbor, Little Harbor and/or JL-US, as applicable, as promptly as practicable. Maker and Holder hereby agree that Great Harbor, Little Harbor and JL-US are each an express third party beneficiary of this Section 3.11 and it shall not be amended or modified without the express written consent of Great Harbor, Little Harbor and JL-US. 23. Except as expressly amended hereby, all terms and conditions of the Note shall remain in full force and effect. 34. Upon the effectiveness of this Amendment, each reference in the Note to "the Note," "this Note," "hereunder," "hereof," "herein," or words of similar import shall mean and be a reference to the Note, as amended by this Amendment. 45. This Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between such parties with respect to the subject matter hereof. To the extent of any conflict between the terms and conditions of this Amendment and the Note, the terms and conditions of this Amendment shall govern. 56. This Amendment may be executed in one or more counterparts, including by means of facsimile and/or portable document format, each of which shall be an original and all of which shall together constitute one and the same document.

Pari Passu Notes. Maker and Holder acknowledge and agree that the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to all principal, interest or other payments due under that (a) certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 521, 2016 and Amendment No. 3 2 dated as of July 21April 5, 2016 (the "First Holder Note" and together with this Note, the “Holder Notes”), in the original principal amount of $2,500,000 issued by Maker to Holder (the "First Holder Note") and that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Holder (the "Second Holder Note"), that certain Delayed Draw Unsecured Promissory Note, dated as of July 21, 2016 in the original principal amount of $4,769,996 issued by Maker to Holder (the “Third Holder Note”, and collectively with the First Holder Note, Second Holder Note and the Third Holder Note, the “Holder Notes”)Holder, (b) that certain Unsecured Promissory Note, dated as of January 28, 2016 2016, as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 521, 2016 and Amendment No. 3 2 dated as of July 21April 5, 2016 (the "First Great Harbor Golisano Holdings Note"), in the original principal amount of $2,500,000 issued by Maker to Great Harbor andGolisano Holdings, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 212016, 2016 in the original principal amount of $7,000,000 issued by Maker to Great Harbor Golisano Holdings (the "Second Great Harbor Golisano Holdings Note" "), and that certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 (the “Third Golisano Holdings Note” and together and collectively with the First Great Harbor Golisano Holdings Note and the Second Golisano Holdings Note, the “Great Harbor "Golisano Holdings Notes”") and in the original principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Holder, (c) that certain promissory note, dated as of April 5, 2016, in the original principal amount of $500,000 issued by Maker to JL-US (the “JL-US Note”) ), and (d) that certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 (the "Little Harbor Note") in the original principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Little Harbor. Maker and Holder acknowledge and agree that all payments of principal and interest on all of the Holder Notes, the Great Harbor Notes, the JL-US Note and the Little Harbor Note (collectively, the "Investor Notes") shall all be made pro rata with respect to each such Investor Note based on the unpaid principal balance under all Investor Notes. I If Holder receives any payment or other amount with respect to this Note and the other Holder Notes in excess of that which it is entitled to under this Section 3.11, it shall, and shall be deemed to, hold such excess amount in trust for the benefit of Great HarborGolisano Holdings, Little Harbor and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Great HarborGolisano Holdings, Little Harbor and/or JL-US, as applicable, as promptly as practicable. Maker and Holder hereby agree that Great HarborGolisano Holdings, Little Harbor and JL-US are each an express third party beneficiary of this Section 3.11 and it shall not be amended or modified without the express written consent of Great HarborGolisano Holdings, Little Harbor and JL-US. 24. Except as expressly amended hereby, all terms and conditions of the Note shall remain in full force and effect. 35. Upon the effectiveness of this Amendment, each reference in the Note to "the Note," "this Note," "hereunder," "hereof," "herein," or words of similar import shall mean and be a reference to the Note, as amended by this Amendment. 46. This Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between such parties with respect to the subject matter hereof. To the extent of any conflict between the terms and conditions of this Amendment and the Note, the terms and conditions of this Amendment shall govern. 57. This Amendment may be executed in one or more counterparts, including by means of facsimile and/or portable document format, each of which shall be an original and all of which shall together constitute one and the same document.

Pari Passu Notes. Maker and Holder acknowledge and agree the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to all principal, interest or other payments due under that (a) the Third Golisano Holdings Note, that certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment No. 1 dated as of March 31, 2016, 2016 and Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 (the "First Golisano Holdings Note") in the original principal amount of $2,500,000 issued by Maker to Holder (the "First Holder Note") Golisano Holdings and that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 (the "Second Golisano Holdings Note" and Amendment No. 2 dated as of July 21together with the Third Golisano Holdings Note and the First Golisano Holdings Note, 2016 the "Golisano Holdings Notes"), in the original principal amount of $7,000,000 issued by Maker to Holder (the "Second Holder Note"), that certain Delayed Draw Unsecured Promissory Note, dated as of July 21, 2016 in the original principal amount of $4,769,996 issued by Maker to Holder (the “Third Holder Note”, and collectively with the First Holder Note, Second Holder Note and the Third Holder Note, the “Holder Notes”), (b) that certain Unsecured Promissory Note, dated as of January 28, 2016 as amended by Amendment No. 1 dated as of March 31, 2016, 2016 and Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 (the "First Great Harbor Note"), in the original principal amount of $2,500,000 issued by Maker to Great Harbor and, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Great Harbor (the "Second Great Harbor Note" and together with the First Great Harbor Note, the “Great Harbor Notes”) and (c) that certain promissory note, dated as of April 5, 2016, in the original principal amount of $500,000 issued by Maker to JL-US (the “JL-US Note”) and (d) that certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 (the "Little Harbor Note") in the original principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Little Harbor). Maker and Holder acknowledge and agree that all payments of principal and interest on this Note and all of the Holder Golisano Notes, the Great Harbor Notes, and the JL-US Note and the Little Harbor Note (collectively, the "Investor Notes") shall all be made pro rata with respect to each such Investor Note based on the unpaid principal balance under all Investor Notes. I If Holder receives any payment or other amount with respect to this Note and the other Holder Notes in excess of that which it is entitled to under this Section 3.11, it shall, and shall be deemed to, hold such excess amount in trust for the benefit of Golisano Holdings, Great Harbor, Little Harbor and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Golisano Holdings, Great Harbor, Little Harbor and/or JL-USUS , as applicable, as promptly as practicable. Maker and Holder hereby agree that Golisano Holdings, Great Harbor, Little Harbor and JL-US are each an express third party beneficiary of this Section 3.11 and it shall not be amended or modified without the express written consent of Golisano Holdings, Great Harbor, Little Harbor and JL-US. 2. Except as expressly amended hereby, all terms and conditions of the Note shall remain in full force and effect. 3. Upon the effectiveness of this Amendment, each reference in the Note to "the Note," "this Note," "hereunder," "hereof," "herein," or words of similar import shall mean and be a reference to the Note, as amended by this Amendment. 4. This Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between such parties with respect to the subject matter hereof. To the extent of any conflict between the terms and conditions of this Amendment and the Note, the terms and conditions of this Amendment shall govern. 5. This Amendment may be executed in one or more counterparts, including by means of facsimile and/or portable document format, each of which shall be an original and all of which shall together constitute one and the same document.

Pari Passu Notes. Maker and Holder acknowledge and agree the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to all principal, interest or other payments due under that (a) certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 in the original principal amount of $2,500,000 issued by Maker to Holder (the "First Holder Note") and that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Holder (the "Second Holder Note"), that certain Delayed Draw Unsecured Promissory Note, dated as of July 21, 2016 in the original principal amount of $4,769,996 issued by Maker to Holder (the “Third Holder Note”, and collectively with the First Holder Note, Second Holder Note and the Third Holder Note, the “Holder Notes”), (b) that certain Unsecured Promissory Note, dated as of January 28, 2016 as amended by Amendment No. 1 dated as of March 31, 2016, Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated as of July 21, 2016 (the "First Great Harbor Note"), in the original principal amount of $2,500,000 issued by Maker to Great Harbor and, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 and Amendment No. 2 dated as of July 21, 2016 in the original principal amount of $7,000,000 issued by Maker to Great Harbor (the "Second Great Harbor Note" and together with the First Great Harbor Note, the “Great Harbor Notes”) and (c) that certain promissory note, dated as of April 5, 2016, in the original principal amount of $500,000 issued by Maker to JL-US (the “JL-US Note”) and (d) that certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 (the "Little Harbor Note") in the original principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Little Harbor. Maker and Holder acknowledge and agree that all payments of principal and interest on all of the Holder Notes, the Great Harbor Notes, the JL-US Note and the Little Harbor Note (collectively, the "Investor Notes") shall all be made pro rata with respect to each such Investor Note based on the unpaid principal balance under all Investor Notes. I If Holder receives any payment or other amount with respect to this Note and the other Holder Notes in excess of that which it is entitled to under this Section 3.11, it shall, and shall be deemed to, hold such excess amount in trust for the benefit of Great Harbor, Little Harbor and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Great Harbor, Little Harbor and/or JL-US, as applicable, as promptly as practicable. Maker and Holder hereby agree that Great Harbor, Little Harbor and JL-US are each an express third party beneficiary of this Section 3.11 and it shall not be amended or modified without the express written consent of Great Harbor, Little Harbor and JL-US. 2. Except as expressly amended hereby, all terms and conditions of the Note shall remain in full force and effect. 3. Upon the effectiveness of this Amendment, each reference in the Note to "the Note," "this Note," "hereunder," "hereof," "herein," or words of similar import shall mean and be a reference to the Note, as amended by this Amendment. 4. This Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between such parties with respect to the subject matter hereof. To the extent of any conflict between the terms and conditions of this Amendment and the Note, the terms and conditions of this Amendment shall govern. 5. This Amendment may be executed in one or more counterparts, including by means of facsimile and/or portable document format, each of which shall be an original and all of which shall together constitute one and the same document.