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.

Holder. If, at any time and from time to time, any Pledged Stock (including any certificate or instrument representing or evidencing any Pledged Stock) is in the possession of a Person other than Lender or Borrower (a “Holder”), then Borrower shall immediately, at Lender’s option, either cause such Pledged Stock to be delivered into Lender’s possession, or cause such Holder to enter into a control agreement, in form and substance satisfactory to Lender, and take all other steps deemed necessary by Lender to perfect the security interest of Lender in such Pledged Stocks, all pursuant to Sections 9‑106 and 9-313 of the UCC or other applicable law governing the perfection of Lender’s security interest in the Pledged Stocks in the possession of such Holder.

Holder Status. At the time Holder was offered the New Note, it was, and as of the date hereof it is, and on each date on which it converts the New Note it will be either: # an “accredited investor” as defined in Rule 501(a) under the Securities Act; or # a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Holder is not required to be registered as a broker-dealer under Section 15 of the Exchange Act. Holder has sufficient knowledge and experience in financial matters as to be capable of evaluating the risks and merits of the transaction contemplated hereby. Holder is able to bear the economic risk of its investment in the New Note for an indefinite period of time, is able to afford a complete loss of such investment, and acknowledges that no public market exists for the New Note and that there is no assurance that a public market will ever develop for such securities. Neither, the New Note nor the Conversion Shares have been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

Holder. If, at any time and from time to time, any Pledged Stock (including any certificate or instrument representing or evidencing any Pledged Stock) is in the possession of a Person other than Lender or Borrower (a “Holder”), then Borrower shall immediately, at Lender’s option, either cause such Pledged Stock to be delivered into Lender’s possession, or cause such Holder to enter into a control agreement, in form and substance satisfactory to Lender, and take all other steps deemed necessary by Lender to perfect the security interest of Lender in such Pledged Stocks, all pursuant to Sections 9‑106 and 9-313 of the UCC or other applicable law governing the perfection of Lender’s security interest in the Pledged Stocks in the possession of such Holder.

Holder. The references to “Lender” herein shall be deemed to be references to any subsequent assignee, transferee, or other holder of this Note.

Record Holder. Upon delivery of a Conversion Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Conversion Shares with respect to which such Conversion Notice was issued, irrespective of the date such Conversion Shares are credited to the Holder’s DTC account.

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).

Holder Status. The Holder represents and warrants that at the time the Holder was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any New Warrants, it was or will be an “accredited investor” as defined in Rule 501 under the Securities Act.

Holder. The put option shall be exercised by the distributee (whether the Participant or a Beneficiary), by any person to whom the Employer Securities have passed by gift from the distributee and by any person (including an estate or a recipient of the estate) to whom the Employer Securities passed upon the death of the distributee (hereinafter the “Holder”).

Record Holder. The person or persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.