Common use of COMMITMENTS OF THE DEBTOR Clause in Contracts

COMMITMENTS OF THE DEBTOR. (a) During the Effective Period, the Debtor shall: (i) negotiate in good faith all Definitive Documentation that is subject to negotiation as of the Agreement Effective Date; (ii) comply with its obligations under the SPA and related documents, including, without limitation, its obligation to issue 1,427,314 shares of New Common Stock, or such other number of shares of New Common Stock that shall constitute 49.49% of the outstanding New Common Stock of the Reorganized Debtor, to 210 for a total cash purchase price of $4,000,000.00; (iii) cooperate with and provide mutual assistance to 210 in preparing a post- Plan Effective Date operating plan for the Debtor that is in all respects acceptable to 210, with such plan to be agreed upon by the Debtor and 210 by the Plan Effective Date; (iv) support and complete the Restructuring and all transactions set forth in this Agreement; (v) execute and deliver any other required agreements to effectuate and consummate the Restructuring; (vi) make commercially reasonable efforts to obtain required regulatory and/or third-party approvals for the Restructuring; Restructuring; (vii) complete the Restructuring in a timely and expeditious manner; (viii) operate its business in the ordinary course, taking into account the (ix) not knowingly and intentionally undertake any actions materially inconsistent with the adoption and implementation of the Plan and confirmation thereof; (x) use commercially reasonable efforts to obtain court approval of any releases set forth in the Plan; (xi) not terminate or amend the Amended Employment Agreements (as defined below) without the written consent of 210; and (xii) not enter any contract, agreement or lease without the consent of 210. (b) During the Effective Period, the Debtor also agrees to the following affirmative covenants: (i) the Debtor shall provide to counsel for 210 at least two (2) calendar days (or such shorter prior review period as necessary in light of exigent circumstances) prior to the date when the Debtor intends to file such document draft copies of all “first-day” and “second- day” motions that the Debtor intends to file with the Bankruptcy Court, and shall consult in good faith with such counsel regarding the form and substance of any such proposed filing with the Bankruptcy Court. Counsel to 210 shall provide all comments to such motions by no later than one (1) calendar day (or within such time period as is reasonably practicable in light of the time at which such motions were provided to counsel for prior review) prior to the date when the Debtor intends to file with the Bankruptcy Court such motions, and Debtor’s counsel shall consult in good faith with such counsel to 210 regarding any comments so provided if Debtor’s counsel shall not be in agreement with such comments. The Debtor shall use reasonable efforts to provide counsel to 210 at least three (3) calendar days prior to filing such material pleadings draft copies of all other material pleadings that the Debtor intends to file with the Bankruptcy Court. Counsel to 210 shall provide comments to such material pleadings by no later than one (1) calendar day (or within such time period as is reasonably practicable in light of the time at which such material pleadings were provided to counsel for prior review) prior to the date when the Debtor intends to file with the Bankruptcy Court such material pleadings. Debtor’s counsel shall consult in good faith with such counsel to 210, regarding any comments so provided in respect of any such material pleading if Debtor’s counsel shall not be in agreement with such comments; (ii) the Debtor shall timely file a formal objection to any unresolved motion filed with the Bankruptcy Court by a third party seeking the entry of an order (A) directing the appointment of an examiner with expanded powers to operate the Debtor’s businesses pursuant to section 1104 of the Bankruptcy Code or a trustee, (B) converting the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code, (C) dismissing the Chapter 11 Case, or

COMMITMENTS OF THE DEBTOR. (a) During the Effective Period, the Debtor shall: (i) negotiate in good faith all Definitive Documentation that is subject to negotiation as of the Agreement Effective Date; (ii) comply with its obligations under the SPA and related documents, including, without limitation, its obligation to issue 1,427,314 shares of New Common Stock, or such other number of shares of New Common Stock that shall constitute 49.49% of the outstanding New Common Stock of the Reorganized Debtor, to 210 for a total cash purchase price of $4,000,000.00; (iii) cooperate with and provide mutual assistance to 210 in preparing a post- post-Plan Effective Date operating plan for the Debtor that is in all respects acceptable to 210, with such plan to be agreed upon by the Debtor and 210 by the Plan Effective Date; (iv) support and complete the Restructuring and all transactions set forth in this Agreement; (v) execute and deliver any other required agreements to effectuate and consummate the Restructuring; (vi) make commercially reasonable efforts to obtain required regulatory and/or third-party approvals for the Restructuring; Restructuring; (vii) complete the Restructuring in a timely and expeditious manner; (viii) operate its business in the ordinary course, taking into account thethe Restructuring; (ix) not knowingly and intentionally undertake any actions materially inconsistent with the adoption and implementation of the Plan and confirmation thereof; (x) use commercially reasonable efforts to obtain court approval of any releases set forth in the Plan; (xi) not terminate or amend the Amended Employment Agreements (as defined below) without the written consent of 210; and (xii) not enter any contract, agreement or lease without the consent of 210. (b) During the Effective Period, the Debtor also agrees to the following affirmative covenants: (i) the Debtor shall provide to counsel for 210 at least two (2) calendar days (or such shorter prior review period as necessary in light of exigent circumstances) prior to the date when the Debtor intends to file such document draft copies of all “first-day” and “second- second-day” motions that the Debtor intends to file with the Bankruptcy Court, and shall consult in good faith with such counsel regarding the form and substance of any such proposed filing with the Bankruptcy Court. Counsel to 210 shall provide all comments to such motions by no later than one (1) calendar day (or within such time period as is reasonably practicable in light of the time at which such motions were provided to counsel for prior review) prior to the date when the Debtor intends to file with the Bankruptcy Court such motions, and Debtor’s counsel shall consult in good faith with such counsel to 210 regarding any comments so provided if Debtor’s counsel shall not be in agreement with such comments. The Debtor shall use reasonable efforts to provide counsel to 210 at least three (3) calendar days prior to filing such material pleadings draft copies of all other material pleadings that the Debtor intends to file with the Bankruptcy Court. Counsel to 210 shall provide comments to such material pleadings by no later than one one (1) calendar day (or within such time period as is reasonably practicable in light of the time at which such material pleadings were provided to counsel for prior review) prior to the date when the Debtor intends to file with the Bankruptcy Court such material pleadings. Debtor’s counsel shall consult in good faith with such counsel to 210, regarding any comments so provided in respect of any such material pleading if Debtor’s counsel shall not be in agreement with such comments; (ii) the Debtor shall timely file a formal objection to any unresolved motion filed with the Bankruptcy Court by a third party seeking the entry of an order (A) directing the appointment of an examiner with expanded powers to operate the Debtor’s businesses pursuant to section 1104 of the Bankruptcy Code or a trustee, (B) converting the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code, (C) dismissing the Chapter 11 Case, oror (D) modifying or terminating the Debtor’s exclusive right to file and/or solicit acceptances of a plan of reorganization under section 1121 of the Bankruptcy Code; and (iii) the Debtor shall promptly notify 210 in writing of any governmental or third-party complaints, litigations, investigations, or hearings (or communications indicating that the same may be contemplated or threatened).

COMMITMENTS OF THE DEBTOR. (a) During the Effective Period, the Debtor shall: (i) negotiate in good faith all Definitive Documentation that is subject to negotiation as of the Agreement Effective Date; (ii) comply with its obligations under the SPA and related documents, including, including without limitation, its obligation to issue 1,427,314 21,650,000 shares of New Common Stock, or such other number of shares of New Common Stock that shall constitute 49.49% of the outstanding New Common Stock of the Reorganized Debtor, ’s common stock to 210 for $0.215 per share, for a total cash purchase price of $4,000,000.004,654,750.00 million; (iii) take such necessary action to prevent the issuance of shares of the Common Stock to 210 from triggering the ability of the Debtor’s stockholders to exercise rights granted pursuant to the Debtor’s existing stockholder rights plan; (iv) prior to commencing its Bankruptcy Case, the Debtor shall authorize and execute Amendment No. 1 to the existing Rights Agreement in a form and matter acceptable to 210 in its sole discretion; (v) cooperate with and provide mutual assistance to 210 in preparing a post- post-Plan Effective Date operating plan for the Debtor that is in all respects acceptable to 210, with such plan to be agreed upon by the Debtor and 210 by the Plan Effective DateJune 15, 2017; (ivvi) support and complete the Restructuring and all transactions set forth in this Agreement; (vvii) execute and deliver any other required agreements to effectuate and consummate the Restructuring; (viviii) make commercially reasonable efforts to obtain required regulatory and/or third-party approvals for the Restructuring; Restructuring; (viiix) complete the Restructuring in a timely and expeditious manner; (viiix) operate its business in the ordinary course, taking into account thethe Restructuring; (ixxi) not knowingly and intentionally undertake any actions materially inconsistent with the adoption and implementation of the Plan and confirmation thereof; (xxii) if the Debtor has not already obtained an agreement from the Legacy Purchaser agreeing to the terms of the Plan, the Debtor shall obtain such agreement from the Legacy Purchaser prior to the Petition Date; and (xiii) use commercially reasonable efforts to obtain court approval of any the releases set forth in the Plan; (xi) not terminate or amend the Amended Employment Agreements (as defined below) without the written consent of 210; and (xii) not enter any contract, agreement or lease without the consent of 210. (b) During the Effective Period, the Debtor also agrees to the following affirmative covenants: (i) the The Debtor shall provide to counsel for 210 at least two (2) calendar days (or such shorter prior review period as necessary in light of exigent circumstances) prior to the date when the Debtor intends to file such document draft copies of all “first-first day” and “second- second day” motions that the Debtor intends to file with the Bankruptcy Court, and shall consult in good faith with such counsel regarding the form and substance of any such proposed filing with the Bankruptcy Court. Counsel to 210 shall provide all comments to such motions by no later than one (1) calendar day (or within such time period as is reasonably practicable in light of the time at which such motions were provided to counsel for prior review) prior to the date when the Debtor intends to file with the Bankruptcy Court such motions, and Debtor’s counsel shall consult in good faith with such counsel to 210 regarding any comments so provided if Debtor’s counsel shall not be in agreement with such comments. The Debtor shall will use reasonable efforts to provide counsel to 210 at least three (3) calendar days prior to filing such material pleadings draft copies of all other material pleadings that the Debtor intends to file with the Bankruptcy Court. Counsel to 210 shall provide comments to such material pleadings by no later than one one (1) calendar day (or within such time period as is reasonably practicable in light of the time at which such material pleadings were provided to counsel for prior review) prior to the date when the Debtor intends to file with the Bankruptcy Court such material pleadings. Debtor’s counsel shall consult in good faith with such counsel to 210, regarding any comments so provided in respect of any such material pleading if Debtor’s counsel shall not be in agreement with such comments; (ii) the Debtor shall timely file a formal objection to any unresolved motion filed with the Bankruptcy Court by a third party seeking the entry of an order (A) directing the appointment of an examiner with expanded powers to operate the Debtor’s Debtors’ businesses pursuant to section 1104 of the Bankruptcy Code § 1104 or a trustee, (B) converting the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code, (C) dismissing the Chapter 11 Case, oror (D) modifying or terminating the Debtor’s exclusive right to file and/or solicit acceptances of a plan of reorganization under Bankruptcy Code § 1121; (iii) the Debtor will not enter into any amendment or modification of the Xxxxxxx RSA without the prior written consent of 210; (iv) the Debtor shall promptly notify 210 in writing of any governmental or third-party complaints, litigations, investigations, or hearings (or communications indicating that the same may be contemplated or threatened).