Except as provided below, any communication in connection with a Finance Document will be deemed to be given as follows:

Effectiveness. This Amendment shall be deemed effective upon # the due execution and delivery to Bank of this Amendment by each party hereto, # updated Borrowing Resolutions for Borrower and # payment of all Bank Expenses incurred through the date of this Amendment, which may be debited from any of Borrower’s accounts at Bank.

Effectiveness. This Amendment shall be deemed effective upon # the due execution and delivery to Bank of # this Amendment by each party hereto, # a Warrant to Purchase Stock in form and substance satisfactory to Bank, issued by Borrower in favor of Bank, # the Junior Loan Documents, # that certain Intercreditor Agreement by and among Bank and ORIX Ventures, LLC dated as of the date hereof, # a Subordination Agreement by and among Bank, in its capacity as Agent and a Lender under the Junior Loan Agreement, Bank, in its capacity as a lender under the Loan Agreement and ORIX Ventures, LLC dated as of the date hereof, # the completed Corporate Borrowing Certificate for Borrower in the form attached hereto; # Borrower’s payment of a commitment fee in an amount equal to Twenty Thousand Dollars ($20,000); and # all reasonable Bank Expenses incurred through the date of this Amendment, which may be debited from any of Borrower’s accounts.

Effectiveness. This Agreement shall become effective on the date (the “Effective Date”) on which # the Company has furnished to the Administrative Agent each of the following documents and # each of the following events shall have occurred, as applicable:

Effectiveness. This Agreement shall be binding and deemed effective when executed by each Borrower, Agent, and each Lender whose signature is provided for on the signature pages hereof.

Effectiveness. The parties hereto agree that upon satisfaction of the conditions precedent set forth in Section 2, this Amendment shall be effective as of December 31, 2014.

SECTION #Conditions to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent in a manner satisfactory to the Administrative Agent

Effectiveness; Term. This Agreement shall apply to tax matters arising on and after January 1, 2021 and all rights and obligations arising hereunder shall survive until the later of # when they are fully effectuated or performed or # the expiration of all applicable statutes of limitation (giving effect to any extension, waiver or mitigation thereof).

Continuing Effectiveness. Except as modified by this Amendment, the Employment Agreement shall remain in full force and effect and neither party by virtue of entering into this Amendment is waiving any rights it has under the Employment Agreement, and once this Amendment is executed by the parties hereto, all references in the Employment Agreement to “the Agreement” or “this Agreement,” as applicable, shall refer to the Employment Agreement as modified by this Amendment.

For not more than 20 consecutive days or for a total of not more than 30 days in any six month period, the Purchaser may suspend the use of any Prospectus included in any Registration Statement contemplated by this Article 9 in the event that the Purchaser determines in good faith that such suspension is necessary to # delay the disclosure of material non-public information concerning the Purchaser, the disclosure of which at the time is not, in the good faith opinion of the Purchaser, in the best interests of the Purchaser or # amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an "Allowed Delay"); provided, that the Purchaser shall promptly # notify the Vendor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of the Vendor) disclose to the Vendor any material non-public information giving rise to an Allowed Delay; # advise the Vendor in writing to cease all sales under the Registration Statement until the end of the Allowed Delay; and # use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. The Purchaser will use commercially reasonable efforts to # prevent the issuance of any stop order or other suspension of effectiveness of the Registration Statement by the SEC; and # if such order is issued, obtain the withdrawal of any such order at the earliest possible moment.