Section # Amendments with Consent of the Stockholder Representative.

Amendments with Consent of Holder Representative. Subject to [Section 5.1] (which amendments pursuant to [Section 5.1] may be made without the consent of the Holder Representative), the Company, when authorized by a Board Resolution, and the Rights Agent and the Holder Representative may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any or all provisions of this Agreement.

Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holder), with the written consent of the Stockholder Representative, Parent and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is adverse to the interest of the Holders.

Without the consent of the Holder Representative, the Company, when authorized by a Board Resolution, together with the Rights Agent, in the Rights Agent’s sole and absolute discretion, may at any time and from time to time, enter into one or more amendments hereto:

Without the consent of the Holder Representative, the Company, when authorized by a Board Resolution, together with the Rights Agent, in the Rights Agent’s sole and absolute discretion, may at any time and from time to time, enter into one or more amendments hereto:

Amendments with Consent of Holder Representative. Subject to [Section 5.1] (which amendments pursuant to [Section 5.1] may be made without the consent of the Holder Representative), the Company, when authorized by a Board Resolution, and the Rights Agent and the Holder Representative may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any or all provisions of this Agreement.

By virtue of executing and delivering their respective Signature Page to this Agreement, each Purchaser shall have irrevocably authorized and appointed Holder Representative as such Purchaser’s representative and attorney-in-fact to act on behalf of such Person with respect the Holder Representative Matters (defined below) as expressly set forth in, which shall survive the Closing Date to the extent applicable. “Holder Representative Matters” include approvals by Holder Representative expressly set forth in: Section ‎1(b), Section ‎4(a), Section ‎4(d), Section ‎4(h), Section ‎4(k) and Section ‎7(v).

Acknowledgement of Holder Representative. Each Purchaser hereby expressly acknowledges and agrees to the appointment of the Holders’ Representative, the rights provided thereto, and the obligations of the Purchasers in connection therewith (including the obligations of the Purchasers to indemnify and hold the Holders’ Representative harmless) pursuant to RLN Indenture.

If the Holder Representative becomes unable or unwilling to continue in his or its capacity as the Holder Representative, or if the Holder Representative resigns as a Holder Representative, the Holder Representative may appoint a new representative as the Holder Representative. If the Holder Representative is unable or unwilling to appoint a successor Holder Representative, then the board of directors of the Company shall appoint another Person as Holder Representative. Notice and a copy of the written consent appointing such Person must be delivered to the Company and the Rights Agent not less than ten (10) days prior to such appointment. Such appointment will be effective upon the later of the date indicated in the consent or the date ten (10) days after such consent is received by the Company and the Rights Agent.

Holder Consent. Prior to filing any Registration Statement required or permitted pursuant to this Section 2, the Company shall send written notice to each Holder not later than twenty Business Days prior to the date on which it intends to file such Registration Statement (each a “Registration Notice”), which such notice shall describe generally the purpose of the Registration Statement and the securities covered thereby, the Persons whose securities will be included in such Registration Statement and the date on or about which the Company proposes to file such Registration Statement. The Holders shall have the right, in their absolute discretion, to cause the Company to include in any such Registration Statement any shares of Common Stock registered in their respective names or any shares of Common Stock underlying any Company securities registered in their name which are convertible into or exchangeable for shares of Common Stock.