Common use of Pari Passu Notes Clause in Contracts

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 that certain Unsecured Promissory Note, dated as of March 21, 2016 (the "Second Holder Note"), in the original principal amount of $7,000,000 issued by Maker to Holder, that certain Unsecured Promissory Note, dated as of January 28, 2016 (the "First Great Harbor Note"), in the original principal amount of $2,500,000 issued by Maker to Great Harbor, that certain Unsecured Promissory Note, dated as of March 21, 2016, in the original principal amount of $7,000,000 issued by Maker to Great Harbor (the "Second Great Harbor Note" and collectively with the First Great Harbor Note, the "Great Harbor Notes"), and 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”). All payments of principal and interest on the Notes shall be made pro rata based on the unpaid principal balance under this Note, the Second Holder Note, the Great Harbor Notes and the JL-US Note. If Holder receives any payment or other amount 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 and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Great Harbor and/or JL-US as promptly as practicable. Maker and Holder hereby agree that Great 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 and JL-US.

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 that certain Unsecured Promissory Note, dated as of March 21, 2016 (the "Second Holder Note"), in the original principal amount of $7,000,000 issued by Maker to Holder, that certain Unsecured Promissory Note, dated as of January 28, 2016 (the "First Great Harbor Golisano Holdings Note"), in the original principal amount of $2,500,000 issued by Maker to Great HarborGolisano Holdings, that certain Unsecured Promissory Note, dated as of March 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 collectively with the First Great Harbor Golisano Holdings Note, the "Great Harbor Golisano Holdings Notes"), and 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”). All payments of principal and interest on the Notes shall be made pro rata based on the unpaid principal balance under this Note, the Second Holder Note, the Great Harbor Golisano Holdings Notes and the JL-US Note. If Holder receives any payment or other amount 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 Golisano Holdings and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Great Harbor Golisano Holdings and/or JL-US as promptly as practicable. Maker and Holder hereby agree that Great 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 Golisano Holdings and JL-US.

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 21, 2016 in the original principal amount of $7,000,000 issued by Maker to HolderHolder (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 HarborHarbor 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 collectively 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. All Maker and Holder acknowledge and agree that all payments of principal and interest on all of the Notes 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 this Note, the Second Holder Note, the Great Harbor Notes and the JL-US Noteall 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.

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 that (a) certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment No. 1 dated as of March 21, 2016 and Amendment No. 2 dated April 5, 2016 (the "First Golisano Holdings Note"), in the original principal amount of $2,500,000 issued by Maker to 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 (the "Second Holder Note"), in the original principal amount of $7,000,000 issued by Maker to HolderGolisano Holdings (the "Second Golisano Holdings Note"), that certain Unsecured Delayed Draw Promissory Note dated 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 Golisano Holdings (the “Third 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 together with First Golisano Holdings Note, the Second Golisano Holdings Note and the Third Golisano Holdings Note, the "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 21, 2016 and Amendment No. 2 dated as of April 5, 2016 (the "First Great Harbor Note"), in the original principal amount of $2,500,000 issued by Maker to Great HarborHarbor and, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 in the original principal amount of $7,000,000 issued by Maker to Great Harbor (the "Second Great Harbor Note" and collectively with the First Great Harbor Note, the "Great Harbor Notes"), ) and that certain promissory noteUnsecured Promissory Note dated December __, dated as of April 5, 2016, 2016 in the original principal amount of $500,000 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 Unsecured Delayed Draw Promissory Note dated 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 JL-US Little Harbor (the “JL-US "Little Harbor Note”"). All Maker and Holder acknowledge and agree that all payments of principal and interest on the Notes Holder Note, the Golisano Holdings Notes, the Great Harbor Notes, 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 this Note, the Second Holder Note, the Great Harbor Notes and the JL-US Noteall Investor Notes. If Holder receives any payment or other amount with respect to this Note 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 and JL-US Little Harbor to the extent each is entitled thereto and shall pay such excess amount over to Golisano Holdings, Great Harbor and/or JL-US Little Harbor, as applicable, as promptly as practicable. Maker and Holder hereby agree that Golisano Holdings, Great Harbor and JL-US Little Harbor 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 and Little Harbor. Amendment No. 2 to Unsecured Promissory Note (JL-US.)

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, 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, Amendment No. 2 dated as of July 21, 2016 (the "Second Holder Note")and Amendment No. 3 dated as of December 30, 2016 in the original principal amount of $7,000,000 issued by Maker to HolderHolder (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 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, 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 HarborHarbor and, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 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 collectively 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. All 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 Notes 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 this Note, the Second Holder Note, the Great Harbor Notes and the JL-US Noteall 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 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.

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 21, 2016 in the original principal amount of $7,000,000 issued by Maker to HolderHolder (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 HarborHarbor 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 collectively 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. All Maker and Holder acknowledge and agree that all payments of principal and interest on all of the Notes 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 this Note, the Second Holder Note, the Great Harbor Notes and the JL-US Noteall 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 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.. Amendment No. 4 to Unsecured Promissory Note (Golisano Holdings)

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) 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 and Amendment No. 2 dated as of April 5, 2016 (the "First Golisano Holdings Note") in the original principal amount of $2,500,000 issued by Maker to 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 Holder Golisano Holdings Note" and together with the Third Golisano Holdings Note and the First Golisano Holdings Note, the "Golisano Holdings Notes"), in the original principal amount of $7,000,000 issued by Maker to Holder, Holder (b) that certain Unsecured Promissory Note, dated as of January 28, 2016 as amended by Amendment No. 1 dated as of March 31, 2016 and Amendment No. 2 dated as of April 5, 2016 (the "First Great Harbor Note"), in the original principal amount of $2,500,000 issued by Maker to Great HarborHarbor and, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 in the original principal amount of $7,000,000 issued by Maker to Great Harbor (the "Second Great Harbor Note" and collectively 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”). All Maker and Holder acknowledge and agree that all payments of principal and interest on this Note and all of the Notes Golisano Notes, the Great Harbor Notes, and the JL-US 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 this Note, the Second Holder Note, the Great Harbor Notes and the JL-US Noteall Investor Notes. If Holder receives any payment or other amount with respect to this Note 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 JL-US to the extent each is entitled thereto and shall pay such excess amount over to Golisano Holdings, Great Harbor and/or JL-US , as applicable, as promptly as practicable. Maker and Holder hereby agree that Golisano Holdings, Great 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 and JL-US.

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 that (a) 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 together with this Note, the “Holder Notes”), in the original principal amount of $7,000,000 issued by Maker to Holder, (b) that certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment No. 1 dated as of March 21, 2016 and Amendment No. 2 dated April 5, 2016 (the "First Great Harbor Golisano Holdings Note"), in the original principal amount of $2,500,000 issued by Maker to Great HarborGolisano Holdings, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 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")) 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, 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. All Maker and Holder acknowledge and agree that all payments of principal and interest on all of the Notes 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 this Note, the Second Holder Note, the Great Harbor Notes and the JL-US Noteall Investor Notes. 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 Golisano Holdings, Little Harbor and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Great Golisano Holdings, Little Harbor and/or JL-US US, as applicable, as promptly as practicable. Maker and Holder hereby agree that Great Golisano 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 Golisano Holdings, Little Harbor and JL-US.

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 that (a) certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment No. 1 dated as of March 21, 2016 and Amendment No. 2 dated April 5, 2016 (the "Second First Holder Note"" and together with this Note, the “Holder Notes”), in the original principal amount of $7,000,000 2,500,000 issued by Maker to Holder, (b) that certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment No. 1 dated as of March 21, 2016 and Amendment No. 2 dated April 5, 2016 (the "First Great Harbor Golisano Holdings Note"), in the original principal amount of $2,500,000 issued by Maker to Great HarborGolisano Holdings, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 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")) 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, 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. All Maker and Holder acknowledge and agree that all payments of principal and interest on all of the Notes 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 this Note, the Second Holder Note, the Great Harbor Notes and the JL-US Noteall Investor Notes. 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 Golisano Holdings, Little Harbor and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Great Golisano Holdings, Little Harbor and/or JL-US US, as applicable, as promptly as practicable. Maker and Holder hereby agree that Great Golisano 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 Golisano Holdings, Little Harbor and JL-US.

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 certain Unsecured Promissory (a) the Third Golisano Holdings Note, dated as of March 21, 2016 (the "Second Holder Note"), in the original principal amount of $7,000,000 issued by Maker to Holder, 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 Golisano Holdings (the "First Great Harbor 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 Golisano Holdings (the "Second 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 Golisano Holdings (the “Third Golisano Holdings Note”and together with the First Golisano Holdings Note and the Second Golisano Holdings Note, the "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 July 21, 2016 in the original principal amount of $2,500,000 issued by Maker to Great HarborHarbor (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 collectively 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”). All Maker and Holder acknowledge and agree that all payments of principal and interest on this Note and all of the Notes Golisano Notes, the Great Harbor Notes, and the JL-US 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 this Note, the Second Holder Note, the Great Harbor Notes and the JL-US Noteall Investor Notes. If Holder receives any payment or other amount with respect to this Note 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 JL-US to the extent each is entitled thereto and shall pay such excess amount over to Golisano Holdings, Great Harbor and/or JL-US US, as applicable, as promptly as practicable. Maker and Holder hereby agree that Golisano Holdings, Great 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 and JL-US.. Amendment No. 1 to Unsecured Delayed Draw Promissory Note (Little Harbor)

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 that (a) certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment No. 1 dated as of March 21, 2016 and Amendment No. 2 dated April 5, 2016 (the "Second First Holder Note"), in the original principal amount of $7,000,000 2,500,000 issued by Maker to HolderHolder and that certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 (the “Third Holder Note” and together with this Note and the First 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 (b) that certain Unsecured Promissory Note, dated as of January 28, 2016 as amended by Amendment No. 1 dated as of March 21, 2016 and Amendment No. 2 dated as of April 5, 2016 (the "First Great Harbor Note"), in the original principal amount of $2,500,000 issued by Maker to Great HarborHarbor and, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 in the original principal amount of $7,000,000 issued by Maker to Great Harbor (the "Second Great Harbor Note" and collectively 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. All Maker and Holder acknowledge and agree that all payments of principal and interest on all of the Notes 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 this Note, the Second Holder Note, the Great Harbor Notes and the JL-US Noteall Investor Notes. 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 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.

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 certain Unsecured Promissory (a) the Third Golisano Holdings Note, dated as of March 21, 2016 (the "Second Holder Note"), in the original principal amount of $7,000,000 issued by Maker to Holder, 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 Golisano Holdings (the "First Great Harbor 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 Golisano Holdings (the "Second 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 Golisano Holdings (the “Third Golisano Holdings Note”and together with the First Golisano Holdings Note and the Second Golisano Holdings Note, the "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 July 21, 2016 in the original principal amount of $2,500,000 issued by Maker to Great HarborHarbor (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 collectively 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”). All Maker and Holder acknowledge and agree that all payments of principal and interest on this Note and all of the Notes Golisano Notes, the Great Harbor Notes, and the JL-US 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 this Note, the Second Holder Note, the Great Harbor Notes and the JL-US Noteall Investor Notes. If Holder receives any payment or other amount with respect to this Note 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 JL-US to the extent each is entitled thereto and shall pay such excess amount over to Golisano Holdings, Great Harbor and/or JL-US US, as applicable, as promptly as practicable. Maker and Holder hereby agree that Golisano Holdings, Great 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 and JL-US.

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 that (a) 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"), in the original principal amount of $7,000,000 issued by Maker to HolderHolder and that certain Unsecured Delayed Draw Promissory Note dated 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 (b) that certain Unsecured Promissory Note, dated as of January 28, 2016 as amended by Amendment No. 1 dated as of March 21, 2016 and Amendment No. 2 dated as of April 5, 2016 (the "First Great Harbor Note"), in the original principal amount of $2,500,000 issued by Maker to Great HarborHarbor and, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 in the original principal amount of $7,000,000 issued by Maker to Great Harbor (the "Second Great Harbor Note" and collectively 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. All Maker and Holder acknowledge and agree that all payments of principal and interest on all of the Notes 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 this Note, the Second Holder Note, the Great Harbor Notes and the JL-US Noteall Investor Notes. 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 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.

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 that (a) certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment No. 1 dated as of March 21, 2016 and Amendment No. 2 dated April 5, 2016 (the "First Golisano Holdings Note"), in the original principal amount of $2,500,000 issued by Maker to 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 (the "Second Holder Note"), in the original principal amount of $7,000,000 issued by Maker to HolderGolisano Holdings (the "Second Golisano Holdings Note") and that certain Unsecured Delayed Draw Promissory Note dated 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 Golisano Holdings, (b) that certain Unsecured Promissory Note, dated as of January 28, 2016 as amended by Amendment No. 1 dated as of March 21, 2016 and Amendment No. 2 dated as of April 5, 2016 (the "First Great Harbor Note"), in the original principal amount of $2,500,000 issued by Maker to Great HarborHarbor and, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 in the original principal amount of $7,000,000 issued by Maker to Great Harbor (the "Second Great Harbor Note" and collectively together with the First Great Harbor Note, the "“Great Harbor Notes"), ”) and (c) that certain promissory noteUnsecured Delayed Draw Promissory Note dated July 21, dated as of April 5, 2016, 2016 (the "Little Harbor Note") in the original principal amount of $500,000 4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to JL-US (the “JL-US Note”)Little Harbor. All Maker and Holder acknowledge and agree that all payments of principal and interest on the Notes Holder Note, the Golisano Holdings Notes, the Great Harbor Notes, 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 this Note, the Second Holder Note, the Great Harbor Notes and the JL-US Noteall Investor Notes. If Holder receives any payment or other amount with respect to this Note 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 and JL-US Little Harbor to the extent each is entitled thereto and shall pay such excess amount over to Golisano Holdings, Great Harbor and/or JL-US Little Harbor, as applicable, as promptly as practicable. Maker and Holder hereby agree that Golisano Holdings, Great Harbor and JL-US Little Harbor 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 and JL-USLittle Harbor.

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 21, 2016 in the original principal amount of $7,000,000 issued by Maker to HolderHolder (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 HarborHarbor 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 collectively 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. All Maker and Holder acknowledge and agree that all payments of principal and interest on all of the Notes 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 this Note, the Second Holder Note, the Great Harbor Notes and the JL-US Noteall 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 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.. Amendment No. 1 to Unsecured Delayed Draw Promissory Note (Golisano Holdings)

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 certain Unsecured Promissory (a) the Third Golisano Holdings Note, dated as of March 21, 2016 (the "Second Holder Note"), in the original principal amount of $7,000,000 issued by Maker to Holder, 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 Golisano Holdings (the "First Great Harbor 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 Golisano Holdings (the "Second 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 Golisano Holdings (the “Third Golisano Holdings Note”and together with the First Golisano Holdings Note and the Second Golisano Holdings Note, the "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 July 21, 2016 in the original principal amount of $2,500,000 issued by Maker to Great HarborHarbor (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 collectively 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”). All Maker and Holder acknowledge and agree that all payments of principal and interest on this Note and all of the Notes Golisano Notes, the Great Harbor Notes, and the JL-US 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 this Note, the Second Holder Note, the Great Harbor Notes and the JL-US Noteall Investor Notes. If Holder receives any payment or other amount with respect to this Note 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 JL-US to the extent each is entitled thereto and shall pay such excess amount over to Golisano Holdings, Great Harbor and/or JL-US US, as applicable, as promptly as practicable. Maker and Holder hereby agree that Golisano Holdings, Great 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 and JL-US. Except as expressly amended hereby, all terms and conditions of the Note shall remain in full force and effect.

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 21, 2016 in the original principal amount of $7,000,000 issued by Maker to HolderHolder (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 HarborHarbor 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 collectively 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. All Maker and Holder acknowledge and agree that all payments of principal and interest on all of the Notes 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 this Note, the Second Holder Note, the Great Harbor Notes and the JL-US Noteall 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 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.

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 certain Unsecured Promissory (a) the Third Golisano Holdings Note, dated as of March 21, 2016 (the "Second Holder Note"), in the original principal amount of $7,000,000 issued by Maker to Holder, 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 Golisano Holdings (the "First Great Harbor 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 Golisano Holdings (the "Second 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 Golisano Holdings (the “Third Golisano Holdings Note” and together with the First Golisano Holdings Note and the Second Golisano Holdings Note, the "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 July 21, 2016 in the original principal amount of $2,500,000 issued by Maker to Great HarborHarbor (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 collectively 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”). All Maker and Holder acknowledge and agree that all payments of principal and interest on this Note and all of the Notes Golisano Notes, the Great Harbor Notes, and the JL-US 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 this Note, the Second Holder Note, the Great Harbor Notes and the JL-US Noteall Investor Notes. If Holder receives any payment or other amount with respect to this Note 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 JL-US to the extent each is entitled thereto and shall pay such excess amount over to Golisano Holdings, Great Harbor and/or JL-US US, as applicable, as promptly as practicable. Maker and Holder hereby agree that Golisano Holdings, Great 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 and JL-US.

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 and Amendment No. 2 dated as of April 5, 2016 (the "First Holder Note") in the original principal amount of $2,500,000 issued by Maker to Holder 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 together with this Note and the First Holder Note, the "Holder Notes"), in the original principal amount of $7,000,000 issued by Maker to Holder, Holder (b) that certain Unsecured Promissory Note, dated as of January 28, 2016 as amended by Amendment No. 1 dated as of March 31, 2016 and Amendment No. 2 dated as of April 5, 2016 (the "First Great Harbor Note"), in the original principal amount of $2,500,000 issued by Maker to Great HarborHarbor and, that certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 in the original principal amount of $7,000,000 issued by Maker to Great Harbor (the "Second Great Harbor Note" and collectively 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. All Maker and Holder acknowledge and agree that all payments of principal and interest on all of the Notes 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 this Note, the Second Holder Note, the Great Harbor Notes and the JL-US Noteall 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.