Most Favorable Provision Applies. For the avoidance of doubt, if two or more of [Sections 3(a) through 3(f)] above apply, then the applicable Section that results in the Participant vesting in the greatest number of Restricted Stock Units shall control.

Most Favored Nation Provision. As long as any Preferred Shares remain outstanding, to the extent a Purchaser still holds Shares, such Purchaser may elect, in its sole discretion, to exchange all or some of the Shares then held by such Purchaser for additional securities (including any additional securities issued as part of a unit with such security) of the same type issued in such Subsequent Financing (such exchange to be made at the same time as the closing of such Subsequent Financing), on the same terms and conditions as the Subsequent Financing, based on the Per Share Purchase Price (or if Dilution Shares, the per share price used in determining such Shares) multiplied by the number of Shares being exchanged. By way of example, if the Company undertakes a Subsequent Financing of convertible debentures and warrants, each Purchaser shall have the right to participate in such Subsequent Financing and use the exchange of its Shares as consideration, on a $1 for $1 basis, in lieu of cash consideration. The Company shall provide prior written notice of any such Subsequent Financing in the manner set forth in Section 4.12.

Most Favored Nation Provision. From the date hereof until the Maturity Date, in the event and on each occasion that ​ issues, sells or agrees in writing to issue any Common Stock (other than an Exempt Issuance of Common Stock) within five (5) Business Days before and five (5) Business Days after ​ has delivered a Put Notice (such ten (10) Business Day-period, an “MFN Period”), if ​ is then holding outstanding securities acquired during such MFN Period and ​ reasonably believes that any of the terms and conditions appurtenant to such issuance or sale are more favorable to such investors than are the terms and conditions granted to ​ hereunder, including but not limited to the issuance of Common Stock or instruments exercisable or convertible into Common Stock for less than the Purchase Price at any time, upon notice to ​ by ​ within five trading days after disclosure of such issuance or sale, ​ shall amend the terms of the transaction(s) hereunder that occurred during such MFN Period, only so as to give ​ the benefit of such more favorable terms or conditions. ​ shall provide ​ with notice of any such issuance or sale participating under this section.

Most Favored Nation. While the Note or any principal amount, interest or fees or expenses due thereunder remain outstanding and unpaid, the Company shall not enter into any public or private offering of its securities (including securities convertible into shares of Common Stock) with any individual or entity (an “Other Investor”) that has the effect of establishing rights or otherwise benefiting such Other Investor in a manner more favorable in any material respect to such Other Investor than the rights and benefits established in favor of the Buyer by this Agreement or the Note unless, in any such case, the Buyer has been provided with such rights and benefits pursuant to a definitive written agreement or agreements between the Company and the Buyer.

No More Favorable Terms. Without in any way limiting the foregoing provisions of this [Section 7.3(K)] or the requirements set forth in [Section 7.2(K)(ii)], the Company will not, nor will it permit any Subsidiary to, enter into or amend, restate, supplement or otherwise modify any indenture, note or other agreement evidencing or governing any Indebtedness of the Company having a principal amount (whether or not funded or committed) in excess of $50,000,000 or any Senior Note Indenture that requires the Company or any Subsidiary to provide, or otherwise gives any holder of any such Indebtedness the benefit of, a guaranty or collateral pledge that is # not substantially provided for in this Agreement or the other Loan Documents or # is more favorable to the holder of such Indebtedness than the comparable guaranty or collateral pledge set forth in the Loan Documents (collectively, a “More Favorable Term”), unless this Agreement and/or any relevant Loan Document shall be amended or supplemented to provide substantially the same guaranty or collateral pledge, as applicable, prior to the effectiveness of the More Favorable Term, except for collateral pledges provided for in agreements governing Indebtedness secured by Liens permitted under [Sections 7.3(F)] other than [Section 7.3(F)(viii)].

Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder, if applicable.

Clawback Provision. As a condition of receiving the Award, the Participant acknowledges and agrees that the Participant's rights, payments and benefits with respect to the Award Shares shall be subject to such recovery or clawback as may be required pursuant to any applicable federal or other law or regulation, any applicable listing standard of any national securities exchange or system on which the Stock is then listed or reported or the terms of any recoupment, clawback or similar policy as may be adopted from time to time by the Board or the Committee, which could in certain circumstances require repayment or forfeiture of the Award Shares or any shares of Stock or other cash or property received with respect to the Award Shares. Except where offset of, or recoupment from, incentive compensation covered by Code Section 409A is prohibited by Code Section 409A, to the extent allowed by law and as determined by the Committee, the Participant agrees that such repayment may, in the discretion of the Committee, be accomplished by withholding of future compensation to be paid to the Participant by the Company. Any recovery of incentive compensation covered by Code Section 409A shall be implemented in a manner that complies with Code Section 409A.

Spendthrift Provision. Except as otherwise provided in this Section 7.4, no Participant or Beneficiary shall have any interest in any Account which can be transferred nor shall any Participant or Beneficiary have any power to anticipate, alienate, dispose of, pledge or encumber the same while in the possession or control of the Participating Employers. The Plan Administrator shall not recognize any such effort to convey any interest under this Plan. No benefit payable under this Plan shall be subject to attachment, garnishment, or execution following judgment or other legal process before actual payment to such person.

Saving Provision. The Company and Consultant agree and stipulate that the agreements set out in Section 2 above are fair and reasonably necessary for the protection of the business, goodwill, confidential information, and other protectable interests of the Company in light of all of the facts and circumstances of the relationship between Consultant and the Company. In the event a court of competent jurisdiction should decline to enforce those provisions, they shall be deemed to be modified to restrict Consultant to the maximum extent which the court shall find enforceable; however, in no event shall the above provisions be deemed to be more restrictive to Consultant than those contained herein.

“Most Favored Lender Notice” means, in respect of any More Favorable Covenant, a written notice to each of the [[Subsidiary Guarantors:Organization]] of the Notes delivered promptly, and in any event within twenty Business Days after the inclusion of such More Favorable Covenant in any Material Credit Facility (including by way of amendment or other modification of any existing provision thereof) from a Responsible Officer referring to the provisions of this Section 9.9 and setting forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable.