Pro Rata Distributions. During such time as this Note is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Note, then, in each such case, upon conversion of this Note, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

Pro-rata Awards. Any Non-Employee Director who is elected or appointed to the Board after January 1, 2019 and prior to May 20, 2019, shall be granted, on May 20, 2019, an award of restricted stock units (a “Pro-rata Award”) with respect to that number of shares of Company common stock calculated by subtracting the number of shares of Company common stock subject to restricted stock units previously granted to the Non-Employee Director from the quotient obtained by dividing # $300,000 by # the per share Fair Market Value of the Company’s common stock on the date of the Non-Employee Director was initially elected or appointed to the Board, rounded down to the next whole number of shares.

Pro Rata Treatment. Except to the extent otherwise provided herein:

Pro-rata Awards. Any Non-Employee Director who is first elected or appointed to the Board on a date other than on an Annual Meeting shall be granted, on the date of such election or appointment, an award of restricted stock units (a “Pro-rata Award”) with respect to that number of shares of Company common stock calculated by dividing # $175,000 multiplied by a fraction, the numerator of which is the number of months that will elapse between the date of such Non-Employee Director’s election or appointment and the expected date of the next Annual Meeting (or in absence of such date, the first anniversary of the most recent Annual Meeting) and the denominator of which is 12, by # the per share Fair Market Value of the Company’s common stock on the date of grant, rounded down to the next whole number of shares.

Pro Rata Treatment. Except to the extent otherwise provided herein as of the Closing Date: # each Borrowing of a particular Class shall be made from the applicable Lenders, pro rata according to the amounts of the respective Commitments of such Class and shall be allocated pro rata among the applicable Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), # each payment of commitment fees under Section 2.13 shall be made for account of the Revolving Credit Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments under Section 2.10 shall be applied to the Revolving Credit Commitments, pro rata according to the respective Revolving Credit Commitments of the Revolving Credit Lenders; # each payment or prepayment of principal of Loans of any Class by the Borrowers shall be made for account of the applicable Lenders pro rata according to the respective unpaid principal amounts of the Loans of such Class held by such Lenders; and # each payment of interest on Loans of any Class by the Borrowers shall be made for account of the applicable Lenders pro rata according to the amounts of interest on such Loans of such Class then due and payable to such Lenders. Amounts prepaid on account of the Term Loans may not be reborrowed.

Pro Rata Treatment. Except to the extent otherwise provided herein: # other than with respect any Syndicated Borrowing requested pursuant to [Section 2.20], each Syndicated Borrowing of a Class shall be made from the Lenders of such Class of Commitments and each Syndicated Borrowing of a Class requested pursuant to [Section 2.20] shall be made from each Extending Lender, each payment of commitment fee under [Section 2.11] shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class of Commitments or Final Maturity Date under [Section 2.08] shall be applied to the respective Commitments of the Lenders of such Class of Commitments or Final Maturity Date, pro rata according to the amounts of their respective Commitments of such Class of Commitments or Final Maturity Date; # each Syndicated Borrowing of a Class of Commitments shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); # each payment or prepayment of principal of Syndicated Loans of a Class of Commitments or Final Maturity Date by the Borrower shall be made for account of the Lenders of such Class of Commitments or Final Maturity Date pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments or Final Maturity Date held by them; and # each payment of interest on Syndicated Loans of a Class of Commitments or Final Maturity Date by the Borrower shall be made for account of the Lenders of such Class of Commitments or Final Maturity Date pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments or Final Maturity Date then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: # each Borrowing shall be made from the Appropriate Lenders, each payment of fees under Section 2.09 and Section 2.03 shall be made for account of the Appropriate Lenders, and each termination or reduction of the amount of the Commitments shall be applied to the respective Commitments of the Lenders, pro rata according to the amounts of their respective Commitments; # each Borrowing shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments (in the case of the making of Revolving Loans) or their respective Loans that are to be included in such Borrowing (in the case of conversions and continuations of Loans); # each payment or prepayment of principal of Loans by the Borrower shall be made for account of the Appropriate Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; and # each payment of interest on Loans by the Borrower shall be made for account of the Appropriate Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Appropriate Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: # other than with respect any Syndicated Borrowing requested pursuant to [Section 2.20], each Syndicated Borrowing of a Class shall be made from the Lenders of such Class of Commitments and each Syndicated Borrowing of a Class requested pursuant to [Section 2.20] shall be made from each Extending Lender, each payment of commitment fee under [Section 2.11] shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class of Commitments or Final Maturity Date under [Section 2.08] shall be applied to the respective Commitments of the Lenders of such Class of Commitments or Final Maturity Date, pro rata according to the amounts of their respective Commitments of such Class of Commitments or Final Maturity Date; # each Syndicated Borrowing of a Class of Commitments shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); # each payment or prepayment of principal of

Pro-rata Awards. Pro-rata award calculations will be based on performance results for the full fiscal year, with actual awards pro-rated for the time during which an employee participated in the Plan. Participants who are appointed any time during the first fiscal quarter will be eligible to receive an award for the full fiscal year. For those appointed after the first fiscal quarter, participation will be measured in full-month increments, rounded up for months in which a Participant was actively employed under the Plan for 15 days or more, and rounded down for active employment under the Plan of 14 days or less. The pro-rata factor will be a fraction, the numerator of which will be the number of months of participation, and the denominator of which will be 12.

Pro-rata Awards. Any Non-Employee Director who is first elected or appointed to the Board on a date other than on an Annual Meeting shall be granted, on the date of such election or appointment, an award of restricted stock units (a “Pro-rata Award”) with respect to that number of shares of Company common stock calculated by dividing # $275,000 multiplied by a fraction, the numerator of which is the number of months that will elapse between the date of such Non-Employee Director’s election or appointment and the expected date of the next Annual Meeting (or in absence of such date, the first anniversary of the most recent Annual Meeting) and the denominator of which is 12, by # the per share Fair Market Value of the Company’s common stock on the date of grant, rounded down to the next whole number of shares.