Common use of Additional Representations and Covenants Clause in Contracts

Additional Representations and Covenants. (a) The Company agrees to deliver a share certificate to NightWatch Capital, at the direction of NightWatch Capital, evidencing ownership of the Issued Shares by NightWatch Capital. (b) NightWatch Capital represents and warrants to the Company that it is an “accredited investor” as that term is defined in Rule 501 of the Securities and Exchange Commission’s Regulation D. (c) NightWatch Capital represents and warrants that it has acquired the Issued Shares and the Warrants for investment purposes and not with an intent to distribute the securities of the Company in violation of the Securities Act and the rules and regulations promulgated thereunder. (d) NightWatch Capital understands and acknowledges that the Issued Shares and the Warrants are being issued in reliance upon one or more exemptions from registration under the Securities Act, and applicable state securities laws, and that, therefore, the Issued Shares and the Warrants will be considered restricted securities under the terms of the Securities Act and that the certificate representing the Issued Shares, and the Warrants, will bear a restrictive legend in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Additional Representations and Covenants. (a) The Company Without the prior written consent of Senior Lender in each instance, Subordinate Lender will not do any of the following: (i) Amend, modify, waive, extend, renew, or replace any provision of any of the Subordinate Loan Documents in any way which would have a material adverse effect on the Borrower or repayment of the Senior Loan. (ii) Pledge, assign, transfer, convey, or sell any interest in the Subordinate Indebtedness or any of the Subordinate Loan Documents unless the transferee expressly acknowledges this Agreement and agrees to deliver a share certificate to NightWatch Capital, at be bound by its terms. (iii) Take any action which has the direction effect of NightWatch Capital, evidencing ownership increasing any of the Issued Shares by NightWatch CapitalSubordinate Indebtedness or materially alter the repayment terms of any of the Subordinate Indebtedness which would have a negative impact on the ability of the Borrower to repay the Senior Indebtedness. (b) NightWatch Capital represents and warrants Subordinate Lender will deliver to Senior Lender a copy of each Notice of any Subordinate Loan Default delivered by Subordinate Lender pursuant to the Company that it Subordinate Loan Documents or in connection with the Subordinate Indebtedness, simultaneously with Subordinate Xxxxxx’s delivery of such Notice to Borrower. Senior Lender will deliver to Subordinate Lender in the manner required in Section 5(b) a copy of each Notice of a Senior Loan Default delivered to Borrower by Senior Lender. Neither giving nor failing to give a Notice to Senior Lender or Subordinate Lender pursuant to this Section 4(b) will affect the validity of any Notice given by Senior Lender or Subordinate Lender to Borrower, as between Borrower and Senior Lender or Subordinate Lender as the Notice is an “accredited investor” as that term is defined in Rule 501 of the Securities and Exchange Commission’s Regulation D.provided to Borrower. (c) NightWatch Capital represents Without the prior written consent of Senior Lender in each instance, Subordinate Lender will not commence, or join with any other creditor in commencing, any Bankruptcy Proceeding. In the event of a Bankruptcy Proceeding, Subordinate Xxxxxx will not vote affirmatively in favor of any plan of reorganization or liquidation unless Senior Lender has also voted affirmatively in favor of such plan. In the event of any Bankruptcy Proceeding, Subordinate Lender will not contest the continued accrual of interest on the Senior Indebtedness, in accordance with and warrants that it has acquired at the Issued Shares rates specified in the Senior Loan Documents, both for periods before and for periods after the Warrants for investment purposes and not with an intent to distribute the securities commencement of the Company in violation of the Securities Act and the rules and regulations promulgated thereundersuch Bankruptcy Proceedings. (d) NightWatch Capital understands Whenever any of the Subordinate Loan Documents give Subordinate Lender approval or consent rights with respect to any matter related to the Mortgaged Property (including, without limitation, with respect to the renovation, repair, replacement or operation thereof), and acknowledges that a right of approval or consent with regard to the Issued Shares same or substantially the same matter is also granted to Senior Lender pursuant to the Senior Loan Documents or otherwise, Senior Lender’s approval or consent or failure to approve or consent, as the case may be, will be binding on Subordinate Lender. None of the other provisions of this Section 4 are intended to be in any way in limitation of the provisions of this Section 4(d). (e) All requirements pertaining to insurance under all of the Subordinate Loan Documents (including requirements relating to amounts and types of coverages, deductibles and special endorsements) will be deemed satisfied if Borrower complies with the Warrants are being issued in reliance upon one or more exemptions from registration insurance requirements under the Securities Act, Senior Loan Documents of Senior Lender. All original policies of insurance required pursuant to the Senior Loan Documents and applicable state securities laws, and that, therefore, the Issued Shares and the Warrants all proceeds thereof will be considered restricted securities under held by Senior Lender. (f) Subordinate Lender will not collect payments for the purpose of escrowing for any cost or expense related to the Mortgaged Property. (g) Within ten (10) days after request by Senior Xxxxxx, Subordinate Lender will furnish Senior Lender with a statement, duly acknowledged and certified setting forth the then-current amount and terms of the Securities Act and Subordinate Indebtedness, confirming that there exists no default under the certificate representing the Issued SharesSubordinate Loan Documents (or describing any default that does exist), and certifying to such other information with respect to the WarrantsSubordinate Indebtedness as Senior Lender may request. (h) Except as provided in Section 5(d), will bear a restrictive legend in Senior Lender may amend, waive, postpone, extend, renew, replace, reduce or otherwise modify any provision of any of the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Senior Loan Documents without the necessity of obtaining the consent of or providing Notice to Subordinate Lender, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACTand without affecting any of the provisions of this Agreement.

Additional Representations and Covenants. (a) The Company agrees to deliver a share certificate to NightWatch Capital, at the direction of NightWatch Capital, evidencing ownership Subordinate Mortgagee represents and warrants that each of the Issued Shares following is true: (i) Subordinate Mortgagee is now the owner and holder of the Subordinate Loan Documents. (ii) The Subordinate Loan Documents are now in full force and effect. (iii) The Subordinate Loan Documents have not been modified or amended. (iv) No Subordinate Mortgage Default has occurred. (v) The current unpaid principal balance of the Subordinate Indebtedness is $[ (vi) No scheduled monthly payments under the Subordinate Note have been or will be prepaid. (vii) None of the rights of Subordinate Mortgagee under any of the Subordinate Loan Documents are subject to the rights of any third parties, by NightWatch Capitalway of subrogation, indemnification or otherwise. (b) NightWatch Capital represents and warrants to Without the Company that it is an “accredited investor” as that term is defined prior written consent of Funding Lender in Rule 501 each instance, Subordinate Mortgagee will not do any of the Securities following: (i) Amend, modify, waive, extend, renew, or replace any provision of any of the Subordinate Loan Documents. (ii) Pledge, assign, transfer, convey, or sell any interest in the Subordinate Indebtedness or any of the Subordinate Loan Documents. (iii) Accept any payment on account of the Subordinate Indebtedness other than a regularly scheduled payment of interest or principal and Exchange Commissioninterest made not earlier than 10 days prior to its due date, or as expressly authorized in Section 4(i) below and not in excess of 75% of then available Surplus Cash. (iv) Take any action which has the effect of increasing the Subordinate Indebtedness. (v) Appear in, defend or bring any action to protect Subordinate Mortgagee’s Regulation D.interest in the Mortgaged Property. (vi) Take any action concerning environmental matters affecting the Mortgaged Property. (c) NightWatch Capital represents Subordinate Mortgagee will deliver to Funding Lender a copy of each Notice received or delivered by Subordinate Mortgagee pursuant to the Subordinate Loan Documents or in connection with the Subordinate Indebtedness, simultaneously with Subordinate Mortgagee’s delivery or receipt of such Notice. Funding Lender will deliver to Subordinate Mortgagee in the manner required in Section 5(b) a copy of each Notice of a Senior Mortgage Default delivered to Borrower by Funding Lender. Neither giving nor failing to give a Notice to Funding Lender or Subordinate Mortgagee pursuant to this Section 4(c) will affect the validity of any Notice given by Funding Lender or Subordinate Mortgagee to Borrower, as between Borrower and warrants that it has acquired such of Funding Lender or Subordinate Mortgagee as provided the Issued Shares and the Warrants for investment purposes and not with an intent Notice to distribute the securities of the Company in violation of the Securities Act and the rules and regulations promulgated thereunderBorrower. (d) NightWatch Capital understands Without the prior written consent of Funding Lender in each instance, Subordinate Mortgagee will not commence, or join with any other creditor in commencing, any Bankruptcy Proceeding. In the event of a Bankruptcy Proceeding, Subordinate Mortgagee will not vote affirmatively in favor of any plan of reorganization or liquidation unless Funding Lender has also voted affirmatively in favor of such plan. In the event of any Bankruptcy Proceeding, Subordinate Mortgagee will not contest the continued accrual of interest on the Senior Indebtedness, in accordance with and acknowledges at the rates specified in the Senior Loan Documents, both for periods before and for periods after the commencement of such Bankruptcy Proceedings. (e) Whenever the Subordinate Loan Documents give Subordinate Mortgagee approval or consent rights with respect to any matter, and a right of approval or consent with regard to the same or substantially the same matter is also granted to Senior Mortgagee or Funding Lender pursuant to the Senior Loan Documents or otherwise, Funding Lender’s approval or consent or failure to approve or consent, as the case may be, will be binding on Subordinate Mortgagee. None of the other provisions of this Section 4 are intended to be in any way in limitation of the provisions of this Section 4(e). (f) All requirements pertaining to insurance under the Subordinate Loan Documents (including requirements relating to amounts and types of coverages, deductibles and special endorsements) will be deemed satisfied if Borrower complies with the insurance requirements under the Senior Loan Documents and of Funding Lender. All original policies of insurance required pursuant to the Senior Loan Documents will be held by Funding Lender. Nothing in this Section 4(f) will preclude Subordinate Mortgagee from requiring that it be named as a mortgagee and loss payee, as its interest may appear, under all policies of property damage insurance maintained by Borrower with respect to the Issued Shares Mortgaged Property, provided such action does not affect the priority of payment of Loss Proceeds, or that Subordinate Mortgagee be named as an additional insured under all policies of liability insurance maintained by Borrower with respect to the Mortgaged Property. (g) In the event of a Condemnation or a Casualty, all of the following provisions will apply: (i) The rights of Subordinate Mortgagee (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation or a Casualty, will be and remain subordinate in all respects to Senior Mortgagee’s and Funding Lender’s rights under the Warrants are being issued Senior Loan Documents with respect thereto, and Subordinate Mortgagee will be bound by any settlement or adjustment of a claim resulting from a Condemnation or a Casualty made by Funding Lender. (ii) All Loss Proceeds will be applied either to payment of the costs and expenses of Restoration or to payment on account of the Senior Indebtedness, as and in reliance upon the manner determined by Funding Lender in its sole discretion. (iii) If Funding Lender applies or releases Loss Proceeds for the purposes of Restoration of the Mortgaged Property, then Subordinate Mortgagee will release for such purpose all of its right, title and interest, if any, in and to such Loss Proceeds. If Funding Lender holds Loss Proceeds, or monitors the disbursement thereof, Subordinate Mortgagee will not do so. Nothing contained in this Agreement will be deemed to require Funding Lender to act for or on behalf of Subordinate Mortgagee in connection with any Restoration or to hold or monitor any Loss Proceeds in trust for or otherwise on behalf of Subordinate Mortgagee, and all or any Loss Proceeds may be commingled with any funds of Funding Lender. (iv) If Funding Lender elects to apply Loss Proceeds to payment on account of the Senior Indebtedness, and if the application of such Loss Proceeds results in the payment in full of the entire Senior Indebtedness, any remaining Loss Proceeds held by Funding Lender will be paid to Subordinate Mortgagee unless another party has asserted a claim to the remaining Loss Proceeds. (h) Subordinate Mortgagee will enter into attornment and non-disturbance agreements with all tenants under commercial or retail Leases, if any, to whom Senior Mortgagee or Funding Lender has granted attornment and non-disturbance, on the same terms and conditions given by Senior Mortgagee or Funding Lender. (i) Except as provided in this Section 4(i), and regardless of any contrary provision in the Subordinate Loan Documents, Subordinate Mortgagee will not collect payments for the purpose of escrowing for any cost or expense related to the Mortgaged Property or for any portion of the Subordinate Indebtedness. However, if Funding Lender is not collecting escrow payments for one or more exemptions from registration under the Securities ActImpositions, and applicable state securities laws, and that, therefore, the Issued Shares and the Warrants Subordinate Mortgagee may collect escrow payments for such Impositions; provided that all payments so collected by Subordinate Mortgagee will be considered restricted securities under held in trust by Subordinate Mortgagee to be applied only to the payment of such Impositions. (j) Within 10 days after request by Funding Lender, Subordinate Mortgagee will furnish Funding Lender with a statement, duly acknowledged and certified setting forth the then-current amount and terms of the Securities Act and Subordinate Indebtedness, confirming that there exists no default under the certificate representing the Issued SharesSubordinate Loan Documents (or describing any default that does exist), and certifying to such other information with respect to the WarrantsSubordinate Indebtedness as Funding Lender may request. (k) Senior Mortgagee or Funding Lender may amend, will bear a restrictive legend waive, postpone, extend, renew, replace, reduce or otherwise modify any provision of any of the Senior Loan Documents without the necessity of obtaining the consent of or providing Notice to Subordinate Mortgagee, and without affecting any of the provisions of this Agreement. Notwithstanding the foregoing, neither Senior Mortgagee nor Funding Lender may modify any provision of the Senior Loan Documents that increases the Senior Indebtedness, except for increases in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACTSenior Indebtedness that result from advances made by Senior Mortgagee or Funding Lender to protect the security or lien priority of Senior Mortgagee or Funding Lender under the Senior Loan Documents or to cure defaults under the Subordinate Loan Documents.

Additional Representations and Covenants. (a) The Company agrees to deliver a share certificate to NightWatch Capital, at Subordinate Mortgagee represents and warrants that (i) the direction of NightWatch Capital, evidencing ownership Subordinate Mortgagee is now the owner and holder of the Issued Shares Subordinate Loan Documents; (ii) the Subordinate Loan Documents are now in full force and effect; (c) the Subordinate Loan Documents have not been modified or amended; (iv) no Subordinate Mortgage Default has occurred, (v) the current principal balance of the Subordinate Indebtedness is $________; (vi) no scheduled monthly payments under the Subordinate Note have been or will be prepaid; and (vii) none of the rights of the Subordinate Mortgagee under any of the Subordinate Loan Documents are subject to the rights of any third parties, by NightWatch Capitalway of subrogation, indemnification or otherwise. (b) NightWatch Capital represents Without the prior written consent of the Senior Mortgagee in each instance, the Subordinate Mortgagee shall not (i) amend, modify, waive, extend, renew or replace any provision of any of the Subordinate Loan Documents, or (ii) pledge, assign, transfer, convey, or sell any interest in the Subordinate Indebtedness or any of the Subordinate Loan Documents; or (iii) accept any payment on account of the Subordinate Indebtedness other than a regularly scheduled payment of interest or principal and warrants interest made not earlier than ten (10) days prior to the Company that it is an “accredited investor” as that term is defined due date thereof [PROVISION FOR SOFT DEBT: and not in Rule 501 excess of 75% of then available Surplus Cash]; or (iv) take any action which has the Securities and Exchange Commissioneffect of increasing the Subordinate Indebtedness, or (v) appear in, defend or bring any action to protect the Subordinate Mortgagee’s Regulation D.interest in the Mortgaged Property, or (vi) take any action concerning environmental matters affecting the Mortgaged Property. (c) NightWatch Capital represents The Subordinate Mortgagee shall deliver to the Senior Mortgagee a copy of each notice received or delivered by the Subordinate Mortgagee pursuant to the Subordinate Loan Documents or in connection with the Subordinate Indebtedness, simultaneously with the Subordinate Mortgagee’s delivery or receipt of such notice. The Senior Mortgagee shall deliver to the Subordinate Mortgagee in the manner required in Section 5(b) a copy of each notice of a Senior Mortgage Default delivered to the Borrower by the Senior Mortgagee. Neither giving nor failing to give a notice to the Senior Mortgagee or Subordinate Mortgagee pursuant to this Section 4(c) shall affect the validity of any notice given by the Senior Mortgagee or Subordinate Mortgagee to the Borrower, as between the Borrower and warrants that it has acquired the Issued Shares and the Warrants for investment purposes and not with an intent to distribute the securities such of the Company in violation of Senior Mortgagee or the Securities Act and Subordinate Mortgagee as provided the rules and regulations promulgated thereundernotice to the Borrower. (d) NightWatch Capital understands Without the prior written consent of the Senior Mortgagee in each instance, the Subordinate Mortgagee will not commence, or join with any other creditor in commencing, any Bankruptcy Proceeding. In the event of a Bankruptcy Proceeding, the Subordinate Mortgagee shall not vote affirmatively in favor of any plan of reorganization or liquidation unless the Senior Mortgagee has also voted affirmatively in favor of such plan. In the event of any Bankruptcy Proceeding, the Subordinate Mortgagee shall not contest the continued accrual of interest on the Senior Indebtedness, in accordance with and acknowledges at the rates specified in the Senior Loan Documents, both for periods before and for periods after the commencement of such Bankruptcy Proceedings. (e) Whenever the Subordinate Loan Documents give the Subordinate Mortgagee approval or consent rights with respect to any matter, and a right of approval or consent with regard to the same or substantially the same matter is also granted to the Senior Mortgagee pursuant to the Senior Loan Documents or otherwise, the Senior Mortgagee’s approval or consent or failure to approve or consent, as the case may be, shall be binding on the Subordinate Mortgagee. None of the other provisions of this Section 4 are intended to be in any way in limitation of the provisions of this Section 4(e). (f) All requirements pertaining to insurance under the Subordinate Loan Documents (including requirements relating to amounts and types of coverages, deductibles and special endorsements) shall be deemed satisfied if the Borrower complies with the insurance requirements under the Senior Loan Documents and of the Senior Mortgagee. All original policies of insurance required pursuant to the Senior Loan Documents shall be held by the Senior Mortgagee. Nothing in this Section 4(f) shall preclude the Subordinate Mortgagee from requiring that it be named as a mortgagee and loss payee, as its interest may appear, under all policies of property damage insurance maintained by the Borrower with respect to the Mortgaged Property, provided such action does not affect the priority of payment of Loss Proceeds, or that the Issued Shares Subordinate Mortgagee be named as an additional insured under all policies of liability insurance maintained by the Borrower with respect to the Mortgaged Property. (g) In the event of a Condemnation or a Casualty, the following provisions shall apply: (i) the rights of the Subordinate Mortgagee (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation or a Casualty, shall be and remain subordinate in all respects to the Senior Mortgagee’s rights under the Senior Loan Documents with respect thereto, and the Warrants are being issued Subordinate Mortgagee shall be bound by any settlement or adjustment of a claim resulting from a Condemnation or a Casualty made by the Senior Mortgagee; (ii) all Loss Proceeds shall be applied either to payment of the costs and expenses of Restoration or to payment on account of the Senior Indebtedness, as and in reliance upon one the manner determined by the Senior Mortgagee in its sole discretion; (iii) in the event the Senior Mortgagee applies or more exemptions from registration under releases Loss Proceeds for the Securities Actpurposes of Restoration of the Mortgaged Property, the Subordinate Mortgagee shall release for such purpose all of its right, title and interest, if any, in and to such Loss Proceeds. If the Senior Mortgagee holds Loss Proceeds, or monitors the disbursement thereof, the Subordinate Mortgagee shall not do so. Nothing contained in this Agreement shall be deemed to require the Senior Mortgagee to act for or on behalf of the Subordinate Mortgagee in connection with any Restoration or to hold or monitor any Loss Proceeds in trust for or otherwise on behalf of the Subordinate Mortgagee, and applicable state securities lawsall or any Loss Proceeds may be commingled with any funds of the Senior Mortgagee; and (iv) if the Senior Mortgagee elects to apply Loss Proceeds to payment on account of the Senior Indebtedness, and thatif the application of such Loss Proceeds results in the payment in full of the entire Senior Indebtedness, thereforeany remaining Loss Proceeds held by the Senior Mortgagee shall be paid to the Subordinate Mortgagee unless another party has asserted a claim to the remaining Loss Proceeds. (h) The Subordinate Mortgagee shall enter into attornment and non-disturbance agreements with all tenants under commercial or retail Leases, if any, to whom the Senior Mortgagee has granted attornment and non-disturbance, on the same terms and conditions given by the Senior Mortgagee. (i) Regardless of any contrary provision in the Subordinate Loan Documents, the Issued Shares Subordinate Mortgagee shall not collect payments for the purpose of escrowing for any cost or expense related to the Mortgaged Property or for any portion of the Subordinate Indebtedness. (j) Within ten (10) days after request by the Senior Mortgagee, the Subordinate Mortgagee shall furnish the Senior Mortgagee with a statement, duly acknowledged and certified setting forth the Warrants will be considered restricted securities under the then-current amount and terms of the Securities Act and Subordinate Indebtedness, confirming that there exists no default under the certificate representing the Issued SharesSubordinate Loan Documents (or describing any default that does exist), and certifying to such other information with respect to the WarrantsSubordinate Indebtedness as the Senior Mortgagee may request. (k) The Senior Mortgagee may amend, will bear a restrictive legend in waive, postpone, extend, renew, replace, reduce or otherwise modify any provision of any of the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Senior Loan Documents without the necessity of obtaining the consent of or providing notice to the Subordinate Mortgagee, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACTand without affecting any of the provisions of this Agreement.

Additional Representations and Covenants. (a) The Company agrees to deliver a share certificate to NightWatch Capital, at the direction of NightWatch Capital, evidencing ownership Subordinate Mortgagee represents and warrants that each of the Issued Shares following is true: (i) Subordinate Mortgagee is now the owner and holder of the Subordinate Loan Documents. (ii) The Subordinate Loan Documents are now in full force and effect. (iii) The Subordinate Loan Documents have not been modified or amended. (iv) No Subordinate Mortgage Default has occurred. (v) The current unpaid principal balance of the Subordinate Indebtedness is $ . (vi) No scheduled monthly payments under the Subordinate Note have been or will be prepaid. (vii) None of the rights of Subordinate Mortgagee under any of the Subordinate Loan Documents are subject to the rights of any third parties, by NightWatch Capitalway of subrogation, indemnification or otherwise. (b) NightWatch Capital represents and warrants to Without the Company that it is an “accredited investor” as that term is defined prior written consent of Senior Mortgagee in Rule 501 each instance, Subordinate Mortgagee will not do any of the Securities following: (i) Amend, modify, waive, extend, renew, or replace any provision of any of the Subordinate Loan Documents. (ii) Pledge, assign, transfer, convey, or sell any interest in the Subordinate Indebtedness or any of the Subordinate Loan Documents. (iii) Accept any payment on account of the Subordinate Indebtedness other than a regularly scheduled payment of interest or principal and Exchange Commissioninterest made not earlier than 10 days prior to its due date, or as expressly authorized in Section 4(i) below and not in excess of then available Surplus Cash. (iv) Take any action which has the effect of increasing the Subordinate Indebtedness. (v) Appear in, defend or bring any action to protect Subordinate Mortgagee’s Regulation D.interest in the Mortgaged Property. (vi) Take any action concerning environmental matters affecting the Mortgaged Property. (c) NightWatch Capital represents Subordinate Mortgagee will deliver to Senior Mortgagee a copy of each Notice received or delivered by Subordinate Mortgagee pursuant to the Subordinate Loan Documents or in connection with the Subordinate Indebtedness, simultaneously with Subordinate Mortgagee’s delivery or receipt of such Notice. Senior Mortgagee will deliver to Subordinate Mortgagee in the manner required in Section 5(b) a copy of each Notice of a Senior Mortgage Default delivered to Borrower by Senior Mortgagee. Neither giving nor failing to give a Notice to Senior Mortgagee or Subordinate Mortgagee pursuant to this Section 4(c) will affect the validity of any Notice given by Senior Mortgagee or Subordinate Mortgagee to Borrower, as between Borrower and warrants that it has acquired such of Senior Mortgagee or Subordinate Mortgagee as provided the Issued Shares and the Warrants for investment purposes and not with an intent Notice to distribute the securities of the Company in violation of the Securities Act and the rules and regulations promulgated thereunderBorrower. (d) NightWatch Capital understands Without the prior written consent of Senior Mortgagee in each instance, Subordinate Mortgagee will not commence, or join with any other creditor in commencing, any Bankruptcy Proceeding. In the event of a Bankruptcy Proceeding, Subordinate Mortgagee will not vote affirmatively in favor of any plan of reorganization or liquidation unless Senior Mortgagee has also voted affirmatively in favor of such plan. In the event of any Bankruptcy Proceeding, Subordinate Mortgagee will not contest the continued accrual of interest on the Senior Indebtedness, in accordance with and acknowledges at the rates specified in the Senior Loan Documents, both for periods before and for periods after the commencement of such Bankruptcy Proceedings. (e) Whenever the Subordinate Loan Documents give Subordinate Mortgagee approval or consent rights with respect to any matter, and a right of approval or consent with regard to the same or substantially the same matter is also granted to Senior Mortgagee pursuant to the Senior Loan Documents or otherwise, Senior Mortgagee’s approval or consent or failure to approve or consent, as the case may be, will be binding on Subordinate Mortgagee. None of the other provisions of this Section 4 are intended to be in any way in limitation of the provisions of this Section 4(e). (f) All requirements pertaining to insurance under the Subordinate Loan Documents (including requirements relating to amounts and types of coverages, deductibles and special endorsements) will be deemed satisfied if Borrower complies with the insurance requirements under the Senior Loan Documents and of Senior Mortgagee. All original policies of insurance required pursuant to the Senior Loan Documents will be held by Senior Mortgagee. Nothing in this Section 4(f) will preclude Subordinate Mortgagee from requiring that it be named as a mortgagee and loss payee, as its interest may appear, under all policies of property damage insurance maintained by Borrower with respect to the Issued Shares Mortgaged Property, provided such action does not affect the priority of payment of Loss Proceeds, or that Subordinate Mortgagee be named as an additional insured under all policies of liability insurance maintained by Borrower with respect to the Mortgaged Property. (g) In the event of a Condemnation or a Casualty, all of the following provisions will apply: (i) The rights of Subordinate Mortgagee (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation or a Casualty, will be and remain subordinate in all respects to Senior Mortgagee’s rights under the Warrants are being issued Senior Loan Documents with respect thereto, and Subordinate Mortgagee will be bound by any settlement or adjustment of a claim resulting from a Condemnation or a Casualty made by Senior Mortgagee. (ii) All Loss Proceeds will be applied either to payment of the costs and expenses of restoration of the Mortgaged Property or to payment on account of the Senior Indebtedness, as and in reliance upon the manner determined by Senior Mortgagee in its sole discretion. (iii) If Senior Mortgagee applies or releases Loss Proceeds for the purposes of restoration of the Mortgaged Property, then Subordinate Mortgagee will release for such purpose all of its right, title and interest, if any, in and to such Loss Proceeds. If Senior Mortgagee holds Loss Proceeds, or monitors the disbursement thereof, Subordinate Mortgagee will not do so. Nothing contained in this Agreement will be deemed to require Senior Mortgagee to act for or on behalf of Subordinate Mortgagee in connection with any restoration of the Mortgaged Property or to hold or monitor any Loss Proceeds in trust for or otherwise on behalf of Subordinate Mortgagee, and all or any Loss Proceeds may be commingled with any funds of Senior Mortgagee. (iv) If Senior Mortgagee elects to apply Loss Proceeds to payment on account of the Senior Indebtedness, and if the application of such Loss Proceeds results in the payment in full of the entire Senior Indebtedness, any remaining Loss Proceeds held by Senior Mortgagee will be paid to Subordinate Mortgagee unless another party has asserted a claim to the remaining Loss Proceeds. (h) Subordinate Mortgagee will enter into attornment and non-disturbance agreements with all tenants under commercial or retail Leases, if any, to whom Senior Mortgagee has granted attornment and non-disturbance, on the same terms and conditions given by Senior Mortgagee. (i) Except as provided in this Section 4(i), and regardless of any contrary provision in the Subordinate Loan Documents, Subordinate Mortgagee will not collect payments for the purpose of escrowing for any cost or expense related to the Mortgaged Property or for any portion of the Subordinate Indebtedness. However, if Senior Mortgagee is not collecting escrow payments for one or more exemptions from registration under the Securities ActImpositions, and applicable state securities laws, and that, therefore, the Issued Shares and the Warrants Subordinate Mortgagee may collect escrow payments for such Impositions; provided that all payments so collected by Subordinate Mortgagee will be considered restricted securities under held in trust by Subordinate Mortgagee to be applied only to the payment of such Impositions. (j) Within 10 days after request by Senior Mortgagee, Subordinate Mortgagee will furnish Senior Mortgagee with a statement, duly acknowledged and certified setting forth the then-current amount and terms of the Securities Act and Subordinate Indebtedness, confirming that there exists no default under the certificate representing the Issued SharesSubordinate Loan Documents (or describing any default that does exist), and certifying to such other information with respect to the WarrantsSubordinate Indebtedness as Senior Mortgagee may request. (k) Senior Mortgagee may amend, will bear a restrictive legend waive, postpone, extend, renew, replace, reduce or otherwise modify any provision of any of the Senior Loan Documents without the necessity of obtaining the consent of or providing Notice to Subordinate Mortgagee, and without affecting any of the provisions of this Agreement. Notwithstanding the foregoing, Senior Mortgagee may not modify any provision of the Senior Loan Documents that increases the Senior Indebtedness, except for increases in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACTSenior Indebtedness that result from advances made by Senior Mortgagee to protect the security or lien priority of Senior Mortgagee under the Senior Loan Documents or to cure defaults under the Subordinate Loan Documents.

Additional Representations and Covenants. (a) The Company agrees to deliver a share certificate to NightWatch Capital, at the direction of NightWatch Capital, evidencing ownership Subordinate Mortgagee represents and warrants that each of the Issued Shares following is true: (i) Subordinate Mortgagee is now the owner and holder of the Subordinate Loan Documents. (ii) The Subordinate Loan Documents are now in full force and effect. (iii) The Subordinate Loan Documents have not been modified or amended. (iv) No Subordinate Mortgage Default has occurred. (v) The current unpaid principal balance of the Subordinate Indebtedness is $ . (vi) No scheduled monthly payments under the Subordinate Note have been or will be prepaid. (vii) None of the rights of Subordinate Mortgagee under any of the Subordinate Loan Documents are subject to the rights of any third parties, by NightWatch Capitalway of subrogation, indemnification or otherwise. (b) NightWatch Capital represents and warrants to Without the Company that it is an “accredited investor” as that term is defined prior written consent of Senior Mortgagee in Rule 501 each instance, Subordinate Mortgagee will not do any of the Securities following: (i) Execute a written agreement with Borrower amending, modifying, waiving any monetary provision, extending the term, renewing, or replacing any provision of any of the Subordinate Loan Documents. (ii) Pledge, assign, transfer, convey, or sell any interest in the Subordinate Indebtedness or any of the Subordinate Loan Documents. (iii) Accept any payment on account of the Subordinate Indebtedness other than a regularly scheduled payment of interest or principal and Exchange Commissioninterest made not earlier than 10 days prior to its due date, or as expressly authorized in Section 4(i) below and not in excess of 75% of then available Surplus Cash. (iv) Take any action which has the effect of increasing the Subordinate Indebtedness, except to protect Subordinate Mortgagee’s Regulation D.collateral. (v) Intentionally deleted. (vi) Take any action concerning environmental matters affecting the Mortgaged Property. (c) NightWatch Capital represents Subordinate Mortgagee will deliver to Senior Mortgagee a copy of each Enforcement Action Notice received or delivered by Subordinate Mortgagee pursuant to the Subordinate Loan Documents or in connection with a declared Subordinate Mortgage Default, simultaneously with Subordinate Mortgagee’s delivery or receipt of such Notice. Senior Mortgagee will deliver to Subordinate Mortgagee in the manner required in Section 5(b) a copy of each Notice of a Senior Mortgage Default delivered to Borrower by Senior Mortgagee. Neither giving nor failing to give a Notice to Senior Mortgagee or Subordinate Mortgagee pursuant to this Section 4(c) will affect the validity of any Notice given by Senior Mortgagee or Subordinate Mortgagee to Borrower, as between Borrower and warrants that it has acquired such of Senior Mortgagee or Subordinate Mortgagee as provided the Issued Shares and the Warrants for investment purposes and not with an intent Notice to distribute the securities of the Company in violation of the Securities Act and the rules and regulations promulgated thereunderBorrower. (d) NightWatch Capital understands Without the prior written consent of Senior Mortgagee in each instance, Subordinate Mortgagee will not commence, or join with any other creditor in commencing, any Bankruptcy Proceeding. In the event of a Bankruptcy Proceeding, Subordinate Mortgagee will not vote affirmatively in favor of any plan of reorganization or liquidation unless Senior Mortgagee has also voted affirmatively in favor of such plan. In the event of any Bankruptcy Proceeding, Subordinate Mortgagee will not contest the continued accrual of interest on the Senior Indebtedness, in accordance with and acknowledges that at the Issued Shares rates specified in the Senior Loan Documents, both for periods before and for periods after the Warrants commencement of such Bankruptcy Proceedings. (e) Whenever the Subordinate Loan Documents give Subordinate Mortgagee approval or consent rights with respect to any matter, and a right of approval or consent with regard to the same or substantially the same matter is also granted to Senior Mortgagee pursuant to the Senior Loan Documents or otherwise, Senior Mortgagee’s approval or consent or failure to approve or consent, as the case may be, will be binding on Subordinate Mortgagee. None of the other provisions of this Section 4 are being issued intended to be in reliance upon one or more exemptions from registration any way in limitation of the provisions of this Section 4(e). (f) All requirements pertaining to insurance under the Securities ActSubordinate Loan Documents (including requirements relating to amounts and types of coverages, deductibles and special endorsements) will be deemed satisfied if Borrower complies with the insurance requirements under the Senior Loan Documents and of Senior Mortgagee. All original policies of insurance required pursuant to the Senior Loan Documents will be held by Senior Mortgagee. Nothing in this Section 4(f) will preclude Subordinate Mortgagee from requiring that it be named as a mortgagee and loss payee, as its interest may appear, under all policies of property damage insurance maintained by Borrower with respect to the Mortgaged Property, provided such action does not affect the priority of payment of Loss Proceeds, or that Subordinate Mortgagee be named as an additional insured under all policies of liability insurance maintained by Borrower with respect to the Mortgaged Property. (g) In the event of a Condemnation or a Casualty, all of the following provisions will apply: (i) The rights of Subordinate Mortgagee (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation or a Casualty, will be and remain subordinate in all respects to Senior Mortgagee’s rights under the Senior Loan Documents with respect thereto, and applicable state securities lawsSubordinate Mortgagee will be bound by any settlement or adjustment of a claim resulting from a Condemnation or a Casualty made by Senior Mortgagee. (ii) All Loss Proceeds will be applied either to payment of the costs and expenses of Restoration or to payment on account of the Senior Indebtedness, as and in the manner determined by Senior Mortgagee in its sole discretion. (iii) If Senior Mortgagee applies or releases Loss Proceeds for the purposes of Restoration of the Mortgaged Property, then Subordinate Mortgagee will release for such purpose all of its right, title and interest, if any, in and to such Loss Proceeds. If Senior Mortgagee holds Loss Proceeds, or monitors the disbursement thereof, Subordinate Mortgagee will not do so. Nothing contained in this Agreement will be deemed to require Senior Mortgagee to act for or on behalf of Subordinate Mortgagee in connection with any Restoration or to hold or monitor any Loss Proceeds in trust for or otherwise on behalf of Subordinate Mortgagee, and thatall or any Loss Proceeds may be commingled with any funds of Senior Mortgagee. (iv) If Senior Mortgagee elects to apply Loss Proceeds to payment on account of the Senior Indebtedness, thereforeand if the application of such Loss Proceeds results in the payment in full of the entire Senior Indebtedness, the Issued Shares and the Warrants any remaining Loss Proceeds held by Senior Mortgagee will be considered restricted securities under paid to Subordinate Mortgagee unless another party has asserted a claim to the terms of the Securities Act and that the certificate representing the Issued Shares, and the Warrants, will bear a restrictive legend in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACTremaining Loss Proceeds.

Additional Representations and Covenants. (a) The Company agrees to deliver a share certificate to NightWatch Capital, at the direction of NightWatch Capital, evidencing ownership Subordinate Mortgagee represents and warrants that each of the Issued Shares following is true: (i) Subordinate Mortgagee is now the owner and holder of the Subordinate Loan Documents. (ii) The Subordinate Loan Documents are now in full force and effect. (iii) The Subordinate Loan Documents have not been modified or amended. (iv) No Subordinate Mortgage Default has occurred. (v) The current unpaid principal balance of the Subordinate Indebtedness is [$3,124,500.] (vi) No scheduled monthly payments under the Subordinate Note have been or will be prepaid. (vii) None of the rights of Subordinate Mortgagee under any of the Subordinate Loan Documents are subject to the rights of any third parties, by NightWatch Capitalway of subrogation, indemnification or otherwise. (b) NightWatch Capital represents and warrants to Without the Company that it is an “accredited investor” as that term is defined prior written consent of Funding Lender in Rule 501 each instance, Subordinate Mortgagee will not do any of the Securities following: (i) Amend, modify, waive, extend, renew, or replace any provision of any of the Subordinate Loan Documents. (ii) Pledge, assign, transfer, convey, or sell any interest in the Subordinate Indebtedness or any of the Subordinate Loan Documents. (iii) Accept any payment on account of the Subordinate Indebtedness other than a regularly scheduled payment of interest or principal and Exchange Commissioninterest made not earlier than 10 days prior to its due date. (iv) Take any action which has the effect of increasing the Subordinate Indebtedness. (v) Appear in, defend or bring any action to protect Subordinate Mortgagee’s Regulation D.interest in the Mortgaged Property. (vi) Take any action concerning environmental matters affecting the Mortgaged Property. (c) NightWatch Capital represents Subordinate Mortgagee will deliver to Funding Lender a copy of each Notice received or delivered by Subordinate Mortgagee pursuant to the Subordinate Loan Documents or in connection with the Subordinate Indebtedness, simultaneously with Subordinate Mortgagee’s delivery or receipt of such Notice. Funding Lender will deliver to Subordinate Mortgagee in the manner required in Section 5(b) a copy of each Notice of a Senior Mortgage Default delivered to Borrower by Funding Lender. Neither giving nor failing to give a Notice to Funding Lender or Subordinate Mortgagee pursuant to this Section 4(c) will affect the validity of any Notice given by Funding Lender or Subordinate Mortgagee to Borrower, as between Borrower and warrants that it has acquired such of Funding Lender or Subordinate Mortgagee as provided the Issued Shares and the Warrants for investment purposes and not with an intent Notice to distribute the securities of the Company in violation of the Securities Act and the rules and regulations promulgated thereunderBorrower. (d) NightWatch Capital understands Without the prior written consent of Funding Lender in each instance, Subordinate Mortgagee will not commence, or join with any other creditor in commencing, any Bankruptcy Proceeding. In the event of a Bankruptcy Proceeding, Subordinate Mortgagee will not vote affirmatively in favor of any plan of reorganization or liquidation unless Funding Lender has also voted affirmatively in favor of such plan. In the event of any Bankruptcy Proceeding, Subordinate Mortgagee will not contest the continued accrual of interest on the Senior Indebtedness, in accordance with and acknowledges at the rates specified in the Senior Loan Documents, both for periods before and for periods after the commencement of such Bankruptcy Proceedings. (e) Whenever the Subordinate Loan Documents give Subordinate Mortgagee approval or consent rights with respect to any matter, and a right of approval or consent with regard to the same or substantially the same matter is also granted to Senior Mortgagee or Funding Lender pursuant to the Senior Loan Documents or otherwise, Funding Lender’s approval or consent or failure to approve or consent, as the case may be, will be binding on Subordinate Mortgagee. None of the other provisions of this Section 4 are intended to be in any way in limitation of the provisions of this Section 4(e). (f) All requirements pertaining to insurance under the Subordinate Loan Documents (including requirements relating to amounts and types of coverages, deductibles and special endorsements) will be deemed satisfied if Borrower complies with the insurance requirements under the Senior Loan Documents and of Funding Lender. All original policies of insurance required pursuant to the Senior Loan Documents will be held by Funding Lender. Nothing in this Section 4(f) will preclude Subordinate Mortgagee from requiring that it be named as a mortgagee and loss payee, as its interest may appear, under all policies of property damage insurance maintained by Borrower with respect to the Issued Shares Mortgaged Property, provided such action does not affect the priority of payment of Loss Proceeds, or that Subordinate Mortgagee be named as an additional insured under all policies of liability insurance maintained by Borrower with respect to the Mortgaged Property. (g) In the event of a Condemnation or a Casualty, all of the following provisions will apply: (i) The rights of Subordinate Mortgagee (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation or a Casualty, will be and remain subordinate in all respects to Senior Mortgagee’s and Funding Lender’s rights under the Warrants are being issued Senior Loan Documents with respect thereto, and Subordinate Mortgagee will be bound by any settlement or adjustment of a claim resulting from a Condemnation or a Casualty made by Funding Lender. (ii) All Loss Proceeds will be applied either to payment of the costs and expenses of Restoration or to payment on account of the Senior Indebtedness, as and in reliance upon the manner determined by Funding Lender in its sole discretion. (iii) If Funding Lender applies or releases Loss Proceeds for the purposes of Restoration of the Mortgaged Property, then Subordinate Mortgagee will release for such purpose all of its right, title and interest, if any, in and to such Loss Proceeds. If Funding Lender holds Loss Proceeds, or monitors the disbursement thereof, Subordinate Mortgagee will not do so. Nothing contained in this Agreement will be deemed to require Funding Lender to act for or on behalf of Subordinate Mortgagee in connection with any Restoration or to hold or monitor any Loss Proceeds in trust for or otherwise on behalf of Subordinate Mortgagee, and all or any Loss Proceeds may be commingled with any funds of Funding Lender. (iv) If Funding Lender elects to apply Loss Proceeds to payment on account of the Senior Indebtedness, and if the application of such Loss Proceeds results in the payment in full of the entire Senior Indebtedness, any remaining Loss Proceeds held by Funding Lender will be paid to Subordinate Mortgagee unless another party has asserted a claim to the remaining Loss Proceeds. (h) Subordinate Mortgagee will enter into attornment and non-disturbance agreements with all tenants under commercial or retail Leases, if any, to whom Senior Mortgagee or Funding Lender has granted attornment and non-disturbance, on the same terms and conditions given by Senior Mortgagee or Funding Lender. (i) Except as provided in this Section 4(i), and regardless of any contrary provision in the Subordinate Loan Documents, Subordinate Mortgagee will not collect payments for the purpose of escrowing for any cost or expense related to the Mortgaged Property or for any portion of the Subordinate Indebtedness. However, if Funding Lender is not collecting escrow payments for one or more exemptions from registration under the Securities ActImpositions, and applicable state securities laws, and that, therefore, the Issued Shares and the Warrants Subordinate Mortgagee may collect escrow payments for such Impositions; provided that all payments so collected by Subordinate Mortgagee will be considered restricted securities under held in trust by Subordinate Mortgagee to be applied only to the payment of such Impositions. (j) Within 10 days after request by Funding Lender, Subordinate Mortgagee will furnish Funding Lender with a statement, duly acknowledged and certified setting forth the then-current amount and terms of the Securities Act and Subordinate Indebtedness, confirming that there exists no default under the certificate representing the Issued SharesSubordinate Loan Documents (or describing any default that does exist), and certifying to such other information with respect to the WarrantsSubordinate Indebtedness as Funding Lender may request. (k) Senior Mortgagee or Funding Lender may amend, will bear a restrictive legend in waive, postpone, extend, renew, replace, reduce or otherwise modify any provision of any of the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Senior Loan Documents without the necessity of obtaining the consent of or providing Notice to Subordinate Mortgagee, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACTand without affecting any of the provisions of this Agreement.

Additional Representations and Covenants. (a) The Company agrees to deliver a share certificate to NightWatch Capital, at Subordinate Mortgagee represents and warrants that (i) the direction of NightWatch Capital, evidencing ownership Subordinate Mortgagee is now the owner and holder of the Issued Shares Subordinate Loan Documents; (ii) the Subordinate Loan Documents are now in full force and effect; (c) the Subordinate Loan Documents have not been modified or amended; (iv) no Subordinate Mortgage Default has occurred, (v) the current principal balance of the Subordinate Indebtedness is $________; (vi) no scheduled monthly payments under the Subordinate Note have been or will be prepaid; and (vii) none of the rights of the Subordinate Mortgagee under any of the Subordinate Loan Documents are subject to the rights of any third parties, by NightWatch Capitalway of subrogation, indemnification or otherwise. (b) NightWatch Capital represents Without the prior written consent of the Senior Mortgagee in each instance, the Subordinate Mortgagee shall not (i) amend, modify, waive, extend, renew or replace any provision of any of the Subordinate Loan Documents, or (ii) pledge, assign, transfer, convey, or sell any interest in the Subordinate Indebtedness or any of the Subordinate Loan Documents; or (iii) accept any payment on account of the Subordinate Indebtedness other than a regularly scheduled payment of interest or principal and warrants interest made not earlier than ten (10) days prior to the Company that it is an “accredited investor” as that term is defined due date thereof, or (iv) take any action which has the effect of increasing the Subordinate Indebtedness, or (v) appear in, defend or bring any action to protect the Subordinate Mortgagee’s interest in Rule 501 of the Securities and Exchange Commission’s Regulation D.Mortgaged Property, or (vi) take any action concerning environmental matters affecting the Mortgaged Property. (c) NightWatch Capital represents The Subordinate Mortgagee shall deliver to the Senior Mortgagee a copy of each notice received or delivered by the Subordinate Mortgagee pursuant to the Subordinate Loan Documents or in connection with the Subordinate Indebtedness, simultaneously with the Subordinate Mortgagee’s delivery or receipt of such notice. The Senior Mortgagee shall deliver to the Subordinate Mortgagee in the manner required in Section 5(b) a copy of each notice of a Senior Mortgage Default delivered to the Borrower by the Senior Mortgagee. Neither giving nor failing to give a notice to the Senior Mortgagee or Subordinate Mortgagee pursuant to this Section 4(c) shall affect the validity of any notice given by the Senior Mortgagee or Subordinate Mortgagee to the Borrower, as between the Borrower and warrants that it has acquired the Issued Shares and the Warrants for investment purposes and not with an intent to distribute the securities such of the Company in violation of Senior Mortgagee or the Securities Act and Subordinate Mortgagee as provided the rules and regulations promulgated thereundernotice to the Borrower. (d) NightWatch Capital understands Without the prior written consent of the Senior Mortgagee in each instance, the Subordinate Mortgagee will not commence, or join with any other creditor in commencing, any Bankruptcy Proceeding. In the event of a Bankruptcy Proceeding, the Subordinate Mortgagee shall not vote affirmatively in favor of any plan of reorganization or liquidation unless the Senior Mortgagee has also voted affirmatively in favor of such plan. In the event of any Bankruptcy Proceeding, the Subordinate Mortgagee shall not contest the continued accrual of interest on the Senior Indebtedness, in accordance with and acknowledges at the rates specified in the Senior Loan Documents, both for periods before and for periods after the commencement of such Bankruptcy Proceedings. (e) Whenever the Subordinate Loan Documents give the Subordinate Mortgagee approval or consent rights with respect to any matter, and a right of approval or consent with regard to the same or substantially the same matter is also granted to the Senior Mortgagee pursuant to the Senior Loan Documents or otherwise, the Senior Mortgagee’s approval or consent or failure to approve or consent, as the case may be, shall be binding on the Subordinate Mortgagee. None of the other provisions of this Section 4 are intended to be in any way in limitation of the provisions of this Section 4(e). (f) All requirements pertaining to insurance under the Subordinate Loan Documents (including requirements relating to amounts and types of coverages, deductibles and special endorsements) shall be deemed satisfied if the Borrower complies with the insurance requirements under the Senior Loan Documents and of the Senior Mortgagee. All original policies of insurance required pursuant to the Senior Loan Documents shall be held by the Senior Mortgagee. Nothing in this Section 4(f) shall preclude the Subordinate Mortgagee from requiring that it be named as a mortgagee and loss payee, as its interest may appear, under all policies of property damage insurance maintained by the Borrower with respect to the Mortgaged Property, provided such action does not affect the priority of payment of Loss Proceeds, or that the Issued Shares Subordinate Mortgagee be named as an additional insured under all policies of liability insurance maintained by the Borrower with respect to the Mortgaged Property. (g) In the event of a Condemnation or a Casualty, the following provisions shall apply: (i) the rights of the Subordinate Mortgagee (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation or a Casualty, shall be and remain subordinate in all respects to the Senior Mortgagee’s rights under the Senior Loan Documents with respect thereto, and the Warrants are being issued Subordinate Mortgagee shall be bound by any settlement or adjustment of a claim resulting from a Condemnation or a Casualty made by the Senior Mortgagee; (ii) all Loss Proceeds shall be applied either to payment of the costs and expenses of Restoration or to payment on account of the Senior Indebtedness, as and in reliance upon one the manner determined by the Senior Mortgagee in its sole discretion; (iii) in the event the Senior Mortgagee applies or more exemptions from registration under releases Loss Proceeds for the Securities Actpurposes of Restoration of the Mortgaged Property, the Subordinate Mortgagee shall release for such purpose all of its right, title and interest, if any, in and to such Loss Proceeds. If the Senior Mortgagee holds Loss Proceeds, or monitors the disbursement thereof, the Subordinate Mortgagee shall not do so. Nothing contained in this Agreement shall be deemed to require the Senior Mortgagee to act for or on behalf of the Subordinate Mortgagee in connection with any Restoration or to hold or monitor any Loss Proceeds in trust for or otherwise on behalf of the Subordinate Mortgagee, and applicable state securities lawsall or any Loss Proceeds may be commingled with any funds of the Senior Mortgagee; and (iv) if the Senior Mortgagee elects to apply Loss Proceeds to payment on account of the Senior Indebtedness, and thatif the application of such Loss Proceeds results in the payment in full of the entire Senior Indebtedness, thereforeany remaining Loss Proceeds held by the Senior Mortgagee shall be paid to the Subordinate Mortgagee unless another party has asserted a claim to the remaining Loss Proceeds. (h) The Subordinate Mortgagee shall enter into attornment and non-disturbance agreements with all tenants under commercial or retail Leases, if any, to whom the Senior Mortgagee has granted attornment and non-disturbance, on the same terms and conditions given by the Senior Mortgagee. (i) Regardless of any contrary provision in the Subordinate Loan Documents, the Issued Shares Subordinate Mortgagee shall not collect payments for the purpose of escrowing for any cost or expense related to the Mortgaged Property or for any portion of the Subordinate Indebtedness. (j) Within ten (10) days after request by the Senior Mortgagee, the Subordinate Mortgagee shall furnish the Senior Mortgagee with a statement, duly acknowledged and certified setting forth the Warrants will be considered restricted securities under the then-current amount and terms of the Securities Act and Subordinate Indebtedness, confirming that there exists no default under the certificate representing the Issued SharesSubordinate Loan Documents (or describing any default that does exist), and certifying to such other information with respect to the WarrantsSubordinate Indebtedness as the Senior Mortgagee may request. (k) The Senior Mortgagee may amend, will bear a restrictive legend in waive, postpone, extend, renew, replace, reduce or otherwise modify any provision of any of the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Senior Loan Documents without the necessity of obtaining the consent of or providing notice to the Subordinate Mortgagee, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACTand without affecting any of the provisions of this Agreement.

Additional Representations and Covenants. (a) The Company agrees to deliver a share certificate to NightWatch Capital, at the direction of NightWatch Capital, evidencing ownership Subordinate Mortgagee represents and warrants that each of the Issued Shares following is true: (i) Subordinate Mortgagee is now the owner and holder of the Subordinate Loan Documents. (ii) The Subordinate Loan Documents are now in full force and effect. (iii) The Subordinate Loan Documents have not been modified or amended. (iv) No Subordinate Mortgage Default has occurred. (v) The current unpaid principal balance of the Subordinate Indebtedness is $4,090,000. (vi) No scheduled monthly payments under the Subordinate Loan Documents have been or will be prepaid. (vii) None of the rights of Subordinate Mortgagee under any of the Subordinate Loan Documents are subject to the rights of any third parties, by NightWatch Capitalway of subrogation, indemnification or otherwise. (b) NightWatch Capital represents and warrants to Without the Company that it is an “accredited investor” as that term is defined prior written consent of Funding Lender in Rule 501 each instance, Subordinate Mortgagee will not do any of the Securities following: (i) Amend, modify, waive, extend, renew, or replace any provision of any of the Subordinate Loan Documents. (ii) Pledge, assign, transfer, convey, or sell any interest in the Subordinate Indebtedness or any of the Subordinate Loan Documents. (iii) Accept any payment on account of the Subordinate Indebtedness other than a regularly scheduled payment of interest or principal and Exchange Commissioninterest made not earlier than 10 days prior to its due date, or as expressly authorized in Section 4(i) below. (iv) Take any action which has the effect of increasing the Subordinate Indebtedness. (v) Appear in, defend or bring any action to protect Subordinate Mortgagee’s Regulation D.interest in the Mortgaged Property. (vi) Take any action concerning environmental matters affecting the Mortgaged Property. (c) NightWatch Capital represents Subordinate Mortgagee will deliver to Funding Lender a copy of each Notice received or delivered by Subordinate Mortgagee pursuant to the Subordinate Loan Documents or in connection with the Subordinate Indebtedness, simultaneously with Subordinate Mortgagee’s delivery or receipt of such Notice. Funding Lender will deliver to Subordinate Mortgagee in the manner required in Section 5(b) a copy of each Notice of a Senior Mortgage Default delivered to Borrower by Funding Lender. Neither giving nor failing to give a Notice to Funding Lender or Subordinate Mortgagee pursuant to this Section 4(c) will affect the validity of any Notice given by Funding Lender or Subordinate Mortgagee to Borrower, as between Borrower and warrants that it has acquired such of Funding Lender or Subordinate Mortgagee as provided the Issued Shares and the Warrants for investment purposes and not with an intent Notice to distribute the securities of the Company in violation of the Securities Act and the rules and regulations promulgated thereunderBorrower. (d) NightWatch Capital understands Without the prior written consent of Funding Lender in each instance, Subordinate Mortgagee will not commence, or join with any other creditor in commencing, any Bankruptcy Proceeding. In the event of a Bankruptcy Proceeding, Subordinate Mortgagee will not vote affirmatively in favor of any plan of reorganization or liquidation unless Funding Lender has also voted affirmatively in favor of such plan. In the event of any Bankruptcy Proceeding, Subordinate Mortgagee will not contest the continued accrual of interest on the Senior Indebtedness, in accordance with and acknowledges at the rates specified in the Senior Loan Documents, both for periods before and for periods after the commencement of such Bankruptcy Proceedings. (e) Whenever the Subordinate Loan Documents give Subordinate Mortgagee approval or consent rights with respect to any matter, and a right of approval or consent with regard to the same or substantially the same matter is also granted to Senior Tax-Exempt Mortgagee or Funding Lender pursuant to the Senior Loan Documents or otherwise, Funding Lender’s approval or consent or failure to approve or consent, as the case may be, will be binding on Subordinate Mortgagee. None of the other provisions of this Section 4 are intended to be in any way in limitation of the provisions of this Section 4(e). (f) All requirements pertaining to insurance under the Subordinate Loan Documents (including requirements relating to amounts and types of coverages, deductibles and special endorsements) will be deemed satisfied if Borrower complies with the insurance requirements under the Senior Loan Documents and of Funding Lender. All original policies of insurance required pursuant to the Senior Loan Documents will be held by Funding Lender. Nothing in this Section 4(f) will preclude Subordinate Mortgagee from requiring that it be named as a mortgagee and loss payee, as its interest may appear, under all policies of property damage insurance maintained by Borrower with respect to the Issued Shares Mortgaged Property, provided such action does not affect the priority of payment of Loss Proceeds, or that Subordinate Mortgagee be named as an additional insured under all policies of liability insurance maintained by Borrower with respect to the Mortgaged Property. (g) In the event of a Condemnation or a Casualty, all of the following provisions will apply: (i) The rights of Subordinate Mortgagee (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation or a Casualty, will be and remain subordinate in all respects to Senior Tax- Exempt Mortgagee’s and Funding Lender’s rights under the Warrants are being issued Senior Loan Documents with respect thereto, and Subordinate Mortgagee will be bound by any settlement or adjustment of a claim resulting from a Condemnation or a Casualty made by Funding Lender. (ii) All Loss Proceeds will be applied either to payment of the costs and expenses of Restoration or to payment on account of the Senior Indebtedness, as and in reliance upon the manner determined by Funding Lender in its sole discretion. (iii) If Funding Lender applies or releases Loss Proceeds for the purposes of Restoration of the Mortgaged Property, then Subordinate Mortgagee will release for such purpose all of its right, title and interest, if any, in and to such Loss Proceeds. If Funding Lender holds Loss Proceeds, or monitors the disbursement thereof, Subordinate Mortgagee will not do so. Nothing contained in this Agreement will be deemed to require Funding Lender to act for or on behalf of Subordinate Mortgagee in connection with any Restoration or to hold or monitor any Loss Proceeds in trust for or otherwise on behalf of Subordinate Mortgagee, and all or any Loss Proceeds may be commingled with any funds of Funding Lender. (iv) If Funding Lender elects to apply Loss Proceeds to payment on account of the Senior Indebtedness, and if the application of such Loss Proceeds results in the payment in full of the entire Senior Indebtedness, any remaining Loss Proceeds held by Funding Lender will be paid to Subordinate Mortgagee unless another party has asserted a claim to the remaining Loss Proceeds. (h) Subordinate Mortgagee will enter into attornment and non-disturbance agreements with all tenants under commercial or retail Leases, if any, to whom Senior Tax-Exempt Mortgagee or Funding Lender has granted attornment and non-disturbance, on the same terms and conditions given by Senior Tax-Exempt Mortgagee or Funding Lender. (i) Except as provided in this Section 4(i), and regardless of any contrary provision in the Subordinate Loan Documents, Subordinate Mortgagee will not collect payments for the purpose of escrowing for any cost or expense related to the Mortgaged Property or for any portion of the Subordinate Indebtedness. However, if Funding Lender is not collecting escrow payments for one or more exemptions from registration under the Securities ActImpositions, and applicable state securities laws, and that, therefore, the Issued Shares and the Warrants Subordinate Mortgagee may collect escrow payments for such Impositions; provided that all payments so collected by Subordinate Mortgagee will be considered restricted securities under held in trust by Subordinate Mortgagee to be applied only to the payment of such Impositions. (j) Within 10 days after request by Funding Lender, Subordinate Mortgagee will furnish Funding Lender with a statement, duly acknowledged and certified setting forth the then-current amount and terms of the Securities Act and Subordinate Indebtedness, confirming that there exists no default under the certificate representing the Issued SharesSubordinate Loan Documents (or describing any default that does exist), and certifying to such other information with respect to the WarrantsSubordinate Indebtedness as Funding Lender may request. (k) Senior Tax-Exempt Mortgagee or Funding Lender may amend, will bear a restrictive legend in waive, postpone, extend, renew, replace, reduce or otherwise modify any provision of any of the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Senior Loan Documents without the necessity of obtaining the consent of or providing Notice to Subordinate Mortgagee, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACTand without affecting any of the provisions of this Agreement.

Additional Representations and Covenants. (a) The Company agrees to deliver a share certificate to NightWatch Capital, at Without the direction of NightWatch Capital, evidencing ownership prior written consent of the Issued Shares by NightWatch CapitalLender in each instance, which consent will not be unreasonably withheld, conditioned or delayed, OHCS shall not (i) amend, modify, waive, extend, renew or replace any provision of any of the or the LIFT Documents, or (ii) pledge, assign, transfer, convey, or sell any interest in the Loan or any of the related documents; or (iii) accept any payment on account of the Loan other than a regularly scheduled payment of interest or principal and interest made not earlier than ten (10) days prior to the due date thereof; or (iv) take any action which has the effect of increasing the outstanding amount of the Lender Loan or the Loan, or (v) appear in, defend or bring any action to protect OHCS’s interest in the Mortgaged Property, or (vi) take any action concerning environmental matters affecting the Mortgaged Property. (b) NightWatch Capital represents and warrants OHCS shall deliver to the Company that it is Lender a copy of each notice received or delivered by OHCS pursuant to the LIFT Documents, or in connection with the Loan, simultaneously with its delivery or receipt of such notice. The Lender shall deliver to OHCS in the manner required in Section 11 a copy of each notice of an “accredited investor” Event of Default delivered to the Borrower by the Lender. Neither giving nor failing to give a notice to the Lender or OHCS pursuant to this Section 10(b) shall affect the validity of any notice given by the Lender or OHCS to the Borrower, as that term is defined in Rule 501 between the Borrower and such of the Securities and Exchange Commission’s Regulation D.Lender or OHCS as provided in the notice to the Borrower. (c) NightWatch Capital represents and warrants that it has acquired Without the Issued Shares and the Warrants for investment purposes and not with an intent to distribute the securities prior written consent of the Company Lender in violation each instance, which consent will not be unreasonably withheld, conditioned or delayed, OHCS will not commence, or join with any other creditor in commencing, any Bankruptcy Proceeding. In the event of a Bankruptcy Proceeding, OHCS shall not vote affirmatively in favor of any plan of reorganization or liquidation unless the Securities Act and the rules and regulations promulgated thereunderLender has also voted affirmatively in favor of such plan. (d) NightWatch Capital understands Whenever the LIFT Documents give OHCS approval or consent rights with respect to any matter, and acknowledges that a right of approval or consent with regard to the Issued Shares same or substantially the same matter is also granted to the Lender pursuant to the Lender Loan Documents or otherwise, the Lender’s approval or consent or failure to approve or consent, as the case may be, shall be binding on OHCS. None of the other provisions of this Section are intended to be in any way in limitation of the provisions of this Section 10(d). (e) In the event of a Condemnation or a Casualty, the provisions of the Lender Loan Documents shall apply (including, but not limited to, restoration obligations and the Warrants are being issued in reliance upon one application of the proceeds of insurance or more exemptions from registration condemnation awards). The rights of OHCS (under the Securities ActLIFT Documents or otherwise) to participate in any proceeding or action relating to a Condemnation or a Casualty, and applicable state securities lawsor to participate or join in any settlement of, and thator to adjust, thereforeany claims resulting from a Condemnation or a Casualty, the Issued Shares and the Warrants will be considered restricted securities and remain subordinate to Lender’s rights under the terms Lender Loan Documents with respect thereto. Lender will, however, obtain OHCS’ prior approval of any settlement or adjustment of such claims, which approval will not be unreasonably withheld, conditioned, or delayed. Lender shall keep OHCS reasonably informed of the Securities Act status of any negotiations concerning settlement or adjustment of a claim resulting from a Condemnation or Casualty. This Section 10(e) shall apply until such time as the Lender Loan will have been paid in full and that all obligations to the certificate representing Lender under the Issued Shares, and the Warrants, will bear a restrictive legend in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACTLender Loan Documents shall have been fully performed.

Additional Representations and Covenants. (a) The Company agrees to deliver a share certificate to NightWatch Prides Capital, at the direction of NightWatch Prides Capital, evidencing ownership of the Issued Shares by NightWatch Prides Capital. (b) NightWatch Prides Capital represents and warrants to the Company that it is an “accredited investor” as that term is defined in Rule 501 of the Securities and Exchange Commission’s Regulation D. (c) NightWatch Prides Capital represents and warrants that it has acquired the Issued Shares and the Warrants for investment purposes and not with an intent to distribute the securities of the Company in violation of the Securities Act and the rules and regulations promulgated thereunder. (d) NightWatch Prides Capital understands and acknowledges that the Issued Shares and the Warrants are being issued in reliance upon one or more exemptions from registration under the Securities Act, and applicable state securities laws, and that, therefore, the Issued Shares and the Warrants will be considered restricted securities under the terms of the Securities Act and that the certificate representing the Issued Shares, and the Warrants, will bear a restrictive legend in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Additional Representations and Covenants. (a) The Company agrees to deliver a share certificate to NightWatch Capital, at Subordinate Mortgagee represents and warrants that (i) the direction of NightWatch Capital, evidencing ownership Subordinate Mortgagee is now the owner and holder of the Issued Shares Subordinate Loan Documents; (ii) the Subordinate Loan Documents are now in full force and effect; (c) the Subordinate Loan Documents have not been modified or amended; (iv) no Subordinate Mortgage Default has occurred, (v) the current principal balance of the Subordinate Indebtedness is $___________; (vi) no scheduled monthly payments under the Subordinate Note have been or will be prepaid; and (vii) none of the rights of the Subordinate Mortgagee under any of the Subordinate Loan Documents are subject to the rights of any third parties, by NightWatch Capitalway of subrogation, indemnification or otherwise. (b) NightWatch Capital represents Without the prior written consent of the Senior Mortgagee in each instance, the Subordinate Mortgagee shall not (i) amend, modify, waive, extend, renew or replace any provision of any of the Subordinate Loan Documents, or (ii) pledge, assign, transfer, convey, or sell any interest in the Subordinate Indebtedness or any of the Subordinate Loan Documents; or (iii) accept any payment on account of the Subordinate Indebtedness other than a regularly scheduled payment of interest or principal and warrants interest made not earlier than ten (10) days prior to the Company that it is an “accredited investor” due date thereof or as that term is defined expressly authorized in Rule 501 Section 4(i) below [PROVISION FOR SOFT DEBT: and not in excess of 75% of then available Surplus Cash]; or (iv) take any action which has the Securities and Exchange Commissioneffect of increasing the Subordinate Indebtedness, or (v) appear in, defend or bring any action to protect the Subordinate Mortgagee’s Regulation D.interest in the Mortgaged Property, or (vi) take any action concerning environmental matters affecting the Mortgaged Property. (c) NightWatch Capital represents The Subordinate Mortgagee shall deliver to the Senior Mortgagee a copy of each notice received or delivered by the Subordinate Mortgagee pursuant to the Subordinate Loan Documents or in connection with the Subordinate Indebtedness, simultaneously with the Subordinate Mortgagee’s delivery or receipt of such notice. The Senior Mortgagee shall deliver to the Subordinate Mortgagee in the manner required in Section 5(b) a copy of each notice of a Senior Mortgage Default delivered to the Borrower by the Senior Mortgagee. Neither giving nor failing to give a notice to the Senior Mortgagee or Subordinate Mortgagee pursuant to this Section 4(c) shall affect the validity of any notice given by the Senior Mortgagee or Subordinate Mortgagee to the Borrower, as between the Borrower and warrants that it has acquired the Issued Shares and the Warrants for investment purposes and not with an intent to distribute the securities such of the Company in violation of Senior Mortgagee or the Securities Act and Subordinate Mortgagee as provided the rules and regulations promulgated thereundernotice to the Borrower. (d) NightWatch Capital understands Without the prior written consent of the Senior Mortgagee in each instance, the Subordinate Mortgagee will not commence, or join with any other creditor in commencing, any Bankruptcy Proceeding. In the event of a Bankruptcy Proceeding, the Subordinate Mortgagee shall not vote affirmatively in favor of any plan of reorganization or liquidation unless the Senior Mortgagee has also voted affirmatively in favor of such plan. In the event of any Bankruptcy Proceeding, the Subordinate Mortgagee shall not contest the continued accrual of interest on the Senior Indebtedness, in accordance with and acknowledges at the rates specified in the Senior Loan Documents, both for periods before and for periods after the commencement of such Bankruptcy Proceedings. (e) Whenever the Subordinate Loan Documents give the Subordinate Mortgagee approval or consent rights with respect to any matter, and a right of approval or consent with regard to the same or substantially the same matter is also granted to the Senior Mortgagee pursuant to the Senior Loan Documents or otherwise, the Senior Mortgagee’s approval or consent or failure to approve or consent, as the case may be, shall be binding on the Subordinate Mortgagee. None of the other provisions of this Section 4 are intended to be in any way in limitation of the provisions of this Section 4(e). (f) All requirements pertaining to insurance under the Subordinate Loan Documents (including requirements relating to amounts and types of coverages, deductibles and special endorsements) shall be deemed satisfied if the Borrower complies with the insurance requirements under the Senior Loan Documents and of the Senior Mortgagee. All original policies of insurance required pursuant to the Senior Loan Documents shall be held by the Senior Mortgagee. Nothing in this Section 4(f) shall preclude the Subordinate Mortgagee from requiring that it be named as a mortgagee and loss payee, as its interest may appear, under all policies of property damage insurance maintained by the Borrower with respect to the Mortgaged Property, provided such action does not affect the priority of payment of Loss Proceeds, or that the Issued Shares Subordinate Mortgagee be named as an additional insured under all policies of liability insurance maintained by the Borrower with respect to the Mortgaged Property. (g) In the event of a Condemnation or a Casualty, the following provisions shall apply: (i) the rights of the Subordinate Mortgagee (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation or a Casualty, shall be and remain subordinate in all respects to the Senior Mortgagee’s rights under the Senior Loan Documents with respect thereto, and the Warrants are being issued Subordinate Mortgagee shall be bound by any settlement or adjustment of a claim resulting from a Condemnation or a Casualty made by the Senior Mortgagee; (ii) all Loss Proceeds shall be applied either to payment of the costs and expenses of Restoration or to payment on account of the Senior Indebtedness, as and in reliance upon the manner determined by the Senior Mortgagee in its sole discretion; (iii) in the event the Senior Mortgagee applies or releases Loss Proceeds for the purposes of Restoration of the Mortgaged Property, the Subordinate Mortgagee shall release for such purpose all of its right, title and interest, if any, in and to such Loss Proceeds. If the Senior Mortgagee holds Loss Proceeds, or monitors the disbursement thereof, the Subordinate Mortgagee shall not do so. Nothing contained in this Agreement shall be deemed to require the Senior Mortgagee to act for or on behalf of the Subordinate Mortgagee in connection with any Restoration or to hold or monitor any Loss Proceeds in trust for or otherwise on behalf of the Subordinate Mortgagee, and all or any Loss Proceeds may be commingled with any funds of the Senior Mortgagee; and (iv) if the Senior Mortgagee elects to apply Loss Proceeds to payment on account of the Senior Indebtedness, and if the application of such Loss Proceeds results in the payment in full of the entire Senior Indebtedness, any remaining Loss Proceeds held by the Senior Mortgagee shall be paid to the Subordinate Mortgagee unless another party has asserted a claim to the remaining Loss Proceeds. (h) The Subordinate Mortgagee shall enter into attornment and non-disturbance agreements with all tenants under commercial or retail Leases, if any, to whom the Senior Mortgagee has granted attornment and non-disturbance, on the same terms and conditions given by the Senior Mortgagee. (i) Except as provided in this Section 4(i), and regardless of any contrary provision in the Subordinate Loan Documents, the Subordinate Mortgagee shall not collect payments for the purpose of escrowing for any cost or expense related to the Mortgaged Property or for any portion of the Subordinate Indebtedness. However, if the Senior Mortgagee is not collecting escrow payments for one or more exemptions from registration under the Securities Act, and applicable state securities laws, and that, thereforeImpositions, the Issued Shares Subordinate Mortgagee may collect escrow payments for such Impositions; provided that all payments so collected by the Subordinate Mortgagee shall be held in trust by the Subordinate Mortgagee to be applied only to the payment of such Impositions. (j) Within ten (10) days after request by the Senior Mortgagee, the Subordinate Mortgagee shall furnish the Senior Mortgagee with a statement, duly acknowledged and certified setting forth the Warrants will be considered restricted securities under the then-current amount and terms of the Securities Act and Subordinate Indebtedness, confirming that there exists no default under the certificate representing the Issued SharesSubordinate Loan Documents (or describing any default that does exist), and certifying to such other information with respect to the WarrantsSubordinate Indebtedness as the Senior Mortgagee may request. (k) The Senior Mortgagee may amend, will bear a restrictive legend waive, postpone, extend, renew, replace, reduce or otherwise modify any provisions of the Senior Loan Documents without the necessity of obtaining the consent of or providing notice to the Subordinate Mortgagee, and without affecting any of the provisions of this Agreement. Notwithstanding the forgoing, Senior Mortgagee may not modify any provision of any of the Senior Loan Documents that increases the Senior Indebtedness, except for increases in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACTSenior Indebtedness that result from advances made by the Senior Mortgagee to protect the security or lien priority of the Senior Mortgagee under the Senior Loan Documents or to cure defaults under the Subordinate Loan Documents.

Additional Representations and Covenants. The Borrower hereby represents, warrants and agrees as follows (and acknowledges and agrees that the Administrative Agent and the Lenders are relying on the representations, warranties and agreements of the Borrower set out in this Agreement to provide the BDC Term Facility): (a) The Company agrees the representations, warranties and covenants set out in the BDC Term Loan Representations and Warranties are incorporated into this Agreement as if set out in full herein and are deemed to deliver a share certificate to NightWatch Capital, at the direction of NightWatch Capital, evidencing ownership be repeated as of the Issued Shares date of execution of this Agreement by NightWatch Capital.the Loan Parties and as of the date of advance of the BDC Term Facility by the Lenders; (b) NightWatch Capital the Borrower agrees that it will use the proceeds from the BDC Term Facility to exclusively fund operational cash flow needs of the Borrower and its subsidiaries (including, without limitation, (a) the repayment of Borrowings outstanding under the Loans described in Section 2.01 of the Credit Agreement so long as such repayment does not reduce the Commitment available to the Borrower under such facility; (b) pay scheduled principal and interest payments on existing loans with the Administrative Agent or the Lenders; and (c) pay scheduled payments on financing leases and other equipment or supplier financing of the Borrower. For certainty, the Borrower agrees not to drawdown loans under the BDC Term Facility or any of the other CIBC Credit Facilities solely for the purpose of accumulating and/or maintaining cash in depository or investment accounts outside the ordinary course of business; (c) each of the Loan Parties acknowledges and agrees that BDC will be purchasing an 80% participation in the BDC Term Facility and further acknowledges and agrees as follows: (1) notwithstanding the participation of BDC, the Loan Parties will deal solely with the Administrative Agent as if the Administrative Agent owned 100% of the BDC Term Facility; (2) without limiting any of the provisions of the Credit Agreement with respect to confidentiality, each of the Loan Parties acknowledges and agrees that the Administrative Agent may disclose to Her Majesty the Queen in Right of Canada, BDC and their respective auditors and advisors, all confidential information relating to the CIBC Credit Facilities, the BDC Term Facility, the Loan Parties and their respective property, assets, business and prospects from time to time, as may be required or requested from time to time from any of such parties or as the Administrative Agent may determine to be necessary or desirable; and (3) pursuant to a master participation agreement between BDC and the Administrative Agent, the Loan Parties acknowledge that: (i) in connection with any demand for payment of the CIBC Credit Facilities or realization under the Security Documents, the payment of all principal and interest owing under the CIBC Credit Facilities and certain other obligations owing to the Lenders from time to time will generally rank ahead of the payment of the principal and interest owing under the BDC Term Facility; and (ii) the consent of BDC will be required for certain amendments to, or waiver of, the current terms and conditions applicable to the BDC Term Facility and the CIBC Credit Facilities (including increases in the commitments thereunder, deferral of certain principal or interest payments, extension of the maturity date and releases of certain collateral from, or releases or subordination of certain of, the Security). (d) each of the Loan Parties further represents and warrants to the Company Administrative Agent and the Lenders that the following statements are true, correct and complete as of the date of execution of this Agreement by them and as of the date of each advance of the BDC Term Facility: (1) it has all necessary capacity, power and authority to own your property, to carry on the business carried on by it, and to enter into and perform its obligations under the Credit Agreement, as amended by this Agreement; (2) this Agreement has been duly authorized, executed and delivered, and constitutes legal, valid and binding obligations and is enforceable in accordance with its terms; (3) the execution and delivery by it of this Agreement and the performance by it of its obligations under the Credit Agreement, as amended by this Agreement, the Security Documents and the other Loan Documents to which it is an “accredited investor” as that term is defined in Rule 501 of the Securities and Exchange Commission’s Regulation D. (c) NightWatch Capital represents and warrants that it has acquired the Issued Shares and the Warrants for investment purposes and not with an intent to distribute the securities of the Company in violation of the Securities Act and the rules and regulations promulgated thereunder. (d) NightWatch Capital understands and acknowledges that the Issued Shares and the Warrants are being issued in reliance upon one or more exemptions from registration under the Securities Act, and applicable state securities laws, and that, therefore, the Issued Shares and the Warrants will be considered restricted securities under the terms of the Securities Act and that the certificate representing the Issued Sharesa party, and the Warrantsborrowing by the Borrower of the BDC Term Facility, will bear not conflict with or result in a restrictive legend breach of any applicable law, and will not conflict with or result in a breach of or constitute a default under any of the provisions of its constating documents or by laws or any agreement or restriction to which it is a party or by which it is bound; (4) all financial statements that have been or will be delivered to the Administrative Agent will present fairly its financial position in accordance with Generally Accepted Accounting Principles, as of the dates thereof and for the fiscal periods then ended; (5) since the date of the most recent financial statements delivered to the Administrative Agent, there has occurred no event which, individually or with any other events, has had, or which may reasonably be expected to have, a Material Adverse Effect, except for the occurrence of the COVID-19 pandemic and its effects on the financial condition of the Loan Parties as disclosed by the Borrower to the Administrative Agent in writing; (6) it has not failed to observe or perform, any of its obligations under the Credit Agreement, as amended by this Agreement, the Security Documents or any of the other Loan Documents; (7) the representations and warranties contained in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Credit Agreement are and will be true, AS AMENDEDcorrect and complete in all material respects on the date of this Agreement and the date of the advance of the BDC Term Facility to the same extent as though made on and as of such date, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALEexcept to the extent such representations and warranties specifically relate to an earlier date, SOLDin which case they were true, TRANSFERRED OR ASSIGNED correct and complete in all material respects on and as of such earlier date; (I8) no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Agreement that would constitute a default or an Event of Default; and (9) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933all security delivered to or for the benefit of the Administrative Agent for the benefit of the Lenders pursuant to the Credit Agreement and the other Loan Documents remains in full force and effect and secures all Obligations of the Loan Parties under the Credit Agreement, AS AMENDEDas amended by this Agreement, AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACTthe Security Documents and the other Loan Documents.