Commencement of Regular Sales of Common Stock. Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), ​ shall during the Term purchase up to the Commitment Amount at the Purchase Price. Beginning one (1) Business Day following the Commencement Date, ​ shall have the right, but not the obligation, to direct ​, by its delivery to ​ of a Put Notice from time to time, to purchase any number of Purchase Shares (each such purchase a “Purchase”), at the Purchase Price on the Put Date; provided, however, that, unless waived by ​, # no Purchase shall occur if the trading volume of the Common Stock on the Principal Market on the Business Day immediately following a Put Notice Date is less than the Minimum Volume, # the Purchase shall not exceed the Put Ceiling, # the Purchase aggregated with other Purchases in such calendar month shall not exceed $2,000,000 in such calendar month and # the Purchase aggregated with all other Purchases under this Agreement during the Commitment Period shall not exceed the Commitment Amount and # Max amount per any individual PUT Notice shall not exceed $750,000 unless waived by ​. If ​ delivers any Put Notice for a number of Purchase Shares in excess of the limitations contained in the immediately preceding sentence, such Put Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Put Notice exceeds the number of Purchase Shares which ​ is permitted to include in such Purchase Notice in accordance herewith, and ​ shall have no obligation but shall have the right to purchase such excess Purchase Shares in respect of such Put Notice; provided that ​ shall remain obligated to purchase the number of Purchase Shares which ​ is permitted to include in such Put Notice. Notwithstanding anything in this paragraph to the contrary, if on the first Business Day following the delivery of a Put Notice, if the volume weighted average sales price of the Common Stock on the day after each respective Put Date is more than six percent (6%) lower than the Purchase Price of the Common Stock on the Put Date, then ​, in its sole discretion, may accept or reject all or part of such Put Notice. If a Put Notice is rejected as provided in the preceding sentence, then, on the next Business Day, ​ shall have the right, but not the obligation, to direct ​, by its delivery to ​ of a new Put Notice, to purchase the balance of Purchase Shares not previously accepted by ​ pursuant to the previous Put Notice (subject to the limitations described in this paragraph that apply to any Put under this Agreement), and which ​ may, in its sole discretion, accept or reject, all or a part of such new Put Notice. The Purchase Price of the new Put Notice will be based on the new Put Notice Date. Except as otherwise provided in this paragraph, ​ shall be permitted to deliver no more than one (1) Put Notice every five (5) Business Days, unless waived by ​.

Common Stock. The common stock, $0.01 par value, of the Company or such other class of shares or other securities as may be applicable pursuant to the provisions of Section 8.

Common Stock. “Common Stock” means the common stock of the Company or any security into which such Common Stock may be changed by reason of: # any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, # any merger, consolidation, separation, reorganization or partial or complete liquidation, or # any other corporate transaction or event having an effect similar to any of the foregoing.

Common Stock. There will be an issuance of 25,000,000 Class C shares by ​ to 130 owners of NOVA on a pro-rata ownership basis make the acquisition of NOVA.

Regular Pay. 415 Compensation shall include regular pay after severance from employment if # the payment is for regular compensation for services during the Participant’s regular working hours, or compensation for services outside of the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments, and # the payment would have been paid to the Participant prior to severance from employment if the Participant had continued in employment with the Employer.

Regular Benefits. Executive shall be entitled to participate in all benefit plans available to employees of Employer, such plans are more specifically outlined in the Employee Benefits Package (a copy of which has been provided to Executive), including medical insurance, basic life insurance, long-term disability, retirement and security plans, savings plans (401K), business travel accident insurance, exercise club privileges, and other benefit plans that may from time to time be approved or in effect for senior executives of Employer. Such participation shall be subject to # the terms of the applicable plan documents, # generally applicable policies of Employer and # the discretion of the Board of Directors of Employer or the administrative or other committee provided for in or contemplated by such plan. Such benefits shall be subject to review, alteration and/or cancellation in the discretion of the Board of Directors of Employer, in accordance with the usual practice of Employer with respect to review of benefits for its officers.

Any Member who is an Employee may withdraw an amount from his Employee Accounts and Company Contributions Account not in excess of the sum of the following:

First, from the Member’s Member Contributions which were not previously withdrawn or distributed;

“Fair Market Value” means, with respect to a share of the Common Stock, the average of the high and low reported sales price regular way per share of the Common Stock on the New York Stock Exchange Composite Tape for the relevant day, or, in the absence thereof, on the most recent prior day for which such sales are reported. If the Common Stock is not listed on the New York Stock Exchange as of any date that Fair Market Value is to be determined, Fair Market Value shall be determined by the Committee in its discretion in a manner consistently applied.

Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue the Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.