Subsequent Rights Offerings. In addition to any adjustments pursuant to [Section 5(a)] above, if at any time the ​ grants, issues or sells any Common Stock, Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired 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 conversion hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, 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 grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

OFFERINGS. Purchase rights shall be granted under the Plan in one or more offerings, as the Committee may determine, but the maximum number of shares of Common Stock which shall be subject to purchase rights hereunder during any offering period shall be sixty-five thousand (65,000) shares (as said amount may be adjusted in accordance with Paragraph 9 hereof).

Offerings. The Company will make one or more offerings (“Offerings”) to employees to purchase stock under this Plan. Offerings will begin at such time and on such dates as the Board shall determine, or the first business day thereafter (such dates, the “Offering

Any shares resulting from a stock dividend or stock split by the Corporation on the Plan Shares of a Participant shall be added to the Participant's account with the Plan Agent as additional Plan Shares. Stock dividend or stock split shares distributed on certificated shares of Stock registered in a Participant's name (i.e., not held in the Plan) will be mailed directly to the Participant in the same manner as to shareholders who do not participate in the Plan.

Limitations on Subsequent Registration Rights. The Company shall not, without the prior written consent of Stockholders holding at least a majority of the Registrable Shares held by the Stockholders, enter into any agreement (other than this Agreement) with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder to include securities of the Company in any Registration Statement upon terms which are more favorable to such holder or prospective holder than the terms on which holders of Registrable Shares may include shares in such registration.

PROVISIONS OF OFFERINGS. The provisions and related conditions of each offering hereunder shall be determined by the Committee, subject to the provisions of the Plan and the following requirements:

Subsequent Proceedings. The parties agree that this Letter Agreement may be used as evidence only in a subsequent proceeding to enforce the provisions of this Letter Agreement and/or a subsequent proceeding in which the provisions of this Letter Agreement are a defense to a claim or suit brought against the Company by you.

Conditions Subsequent. The obligation of the Lender Group (or any member thereof) to continue to make Revolving Loans (or otherwise extend credit hereunder) is subject to the satisfaction (or written waiver in accordance with [Section 14.1]), on or before the date applicable thereto, of the conditions subsequent set forth on [Schedule 3.6] (the failure by Borrowers to so perform or cause to be performed such conditions subsequent as and when required by the terms thereof (unless such date is extended, in writing, by Agent, which Agent may do without obtaining the consent of the other members of the Lender Group), shall constitute an Event of Default); provided that, notwithstanding the foregoing, to the extent that the existence of any such condition subsequent would otherwise cause any representation, warranty or covenant in this Agreement or any other Loan Document to be breached, Agent hereby waives such breach for the period from the Closing Date until the date on which such condition subsequent is required to be fulfilled pursuant to this [Section 3.6].

Each person who first becomes an Eligible Employee during an Offering will not be granted a Purchase Right under such Offering, but will be eligible to participate in subsequent Offerings.

Automatic Re-enrollment. The payroll deduction rate or amount, as applicable, selected by the Participant for an Offering shall remain in effect for subsequent Offerings unless the Participant timely submits new enrollment documents to change the Contribution amount for a subsequent Offering Period in accordance with the rules established by the Committee.