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) 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 Golisano Holdings (the "First 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 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”). Maker and Holder acknowledge and agree that all payments of principal and interest on this Note and all of the 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 all 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 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. 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 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 Golisano Holdings (the "First 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 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 Great 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”). Maker and Holder acknowledge and agree that all payments of principal and interest on this Note and all of the 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 all 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 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. 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) 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 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 Golisano Holdings (the "First Golisano Holdings Note") and 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 Golisano Holdings (the "Second 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 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")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 July 21(the "First Great Harbor Note"), 2016 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 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. Maker and Holder acknowledge and agree that all payments of principal and interest on this Note and all of the Holder Note, the Golisano Holdings Notes, the Great Harbor Notes, and the JL-US 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. 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 Little Harbor to the extent each is entitled thereto and shall pay such excess amount over to Golisano Holdings, Great Harbor and/or JL-USLittle 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, Holdings Great Harbor and JL-USLittle Harbor. 4. Except as expressly amended hereby, all terms and conditions of the Note shall remain in full force and effect. 5. 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. 6. 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. 7. 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) 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 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 Golisano Holdings (the "First Golisano Holdings Note") Holder 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 Golisano Holdings (the “Third Holder Note” and together with this Note and the First Holder Note, the "Second Golisano Holdings NoteHolder Notes") that certain Delayed Draw Unsecured Promissory 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 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"), Holder (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 July 21(the "First Great Harbor Note"), 2016 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 Golisano Holder 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. 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 HoldingsGreat Harbor, Great Little Harbor and/or JL-US, as applicable, as promptly as practicable. Maker and Holder hereby agree that Golisano HoldingsGreat Harbor, Great 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 HoldingsGreat Harbor, Great Little Harbor and JL-US. 4. Except as expressly amended hereby, all terms and conditions of the Note shall remain in full force and effect. 5. 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. 6. 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. 7. 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 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 Golisano Holdings Holder (the "First Golisano Holdings 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 Golisano Holdings Holder (the "Second Golisano Holdings 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 Golisano Holdings Holder (the “Third Golisano Holdings Note”and together Holder Note”), that certain Unsecured Promissory Note dated December 30, 2016 (the “Fourth Holder Note”, and collectively with the First Golisano Holdings Holder Note, Second Holder Note, Third Holder Note and the Second Golisano Holdings Fourth Holder Note, the "Golisano Holdings “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. 3 4 dated July 21as of December 30, 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 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 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 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 this Note and all of the Golisano Holder 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 HoldingsGreat Harbor, Great Little Harbor and/or JL-US, as applicable, as promptly as practicable. Maker and Holder hereby agree that Golisano HoldingsGreat Harbor, Great 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 HoldingsGreat Harbor, Great Little 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 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 Golisano Holdings (the "First 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 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 Great 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”). Maker and Holder acknowledge and agree that all payments of principal and interest on this Note and all of the 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 all 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 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. 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) 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 Golisano Holdings (the "First 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 (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 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")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 July 21April 5, 2016 (the "First Golisano Holdings Note"), in the original principal amount of $2,500,000 issued by Maker to Great Harbor (the "First Great Harbor Note"), 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 Unsecured Promissory Note, Note dated as of July 21, 2016 (the “Third Golisano Holdings Note” and together and collectively with the First Golisano Holdings Note and the Second Golisano Holdings 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 Little Harbor CapitalHolder, 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 Golisano Holder 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. 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 Little Harbor and/or JL-US, as applicable, as promptly as practicable. Maker and Holder hereby agree that Golisano Holdings, Great 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 Little Harbor and JL-US. 3. Except as expressly amended hereby, all terms and conditions of the Note shall remain in full force and effect. 4. 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. 5. 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. 6. 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 Golisano Holdings Holder (the "First Golisano Holdings 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 Golisano Holdings Holder (the "Second Golisano Holdings 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 Golisano Holdings Holder (the “Third Golisano Holdings Note”and together Holder Note”, and collectively with the First Golisano Holdings Holder Note, Second Holder Note and the Second Golisano Holdings Third Holder Note, the "Golisano Holdings “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 (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 Golisano Holder 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 HoldingsGreat Harbor, Great Little Harbor and/or JL-US, as applicable, as promptly as practicable. Maker and Holder hereby agree that Golisano HoldingsGreat Harbor, Great 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 HoldingsGreat Harbor, Great Little 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 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 Golisano Holdings (the "First 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 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 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 Great Harbor Capital, LLC (the “Little 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”). Maker and Holder acknowledge and agree that all payments of principal and interest on this Note and all of the 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 all 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 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. 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) 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 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 Golisano Holdings (the "First Golisano Holdings Note") and 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 Golisano Holdings (the "Second 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 Golisano Holdings (the “Third Golisano Holdings Note”and 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 First Second Golisano Holdings Note and the Second 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 3121, 2016, 2016 and Amendment No. 2 dated as of April 5, 2016 and Amendment No. 3 dated July 21(the "First Great Harbor Note"), 2016 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, Note dated as of July 21December __, 2016 in the original principal amount of $4,769,996 issued by Maker to Little Harbor Capital, LLC 2,500,000 (the “Little 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 noteUnsecured Delayed Draw Promissory Note dated July 21, dated as of April 5, 2016, 2016 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 Little Harbor (the “JL-US "Little Harbor Note”"). Maker and Holder acknowledge and agree that all payments of principal and interest on this Note and all of the Holder Note, the Golisano Holdings Notes, the Great Harbor Notes, and the JL-US 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. 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 Little Harbor to the extent each is entitled thereto and shall pay such excess amount over to Golisano Holdings, Great Harbor and/or JL-USLittle 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, Holdings Great 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.