Common use of Company’s Representations and Warranties Clause in Contracts

Company’s Representations and Warranties. Company represents and warrants to Purchaser that as of the Closing Date: 3.1 Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of (i) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 Company has registered its Common Stock under Section 12(b) of the 1934 Act, and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 the Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 the execution and delivery of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (i) Company’s formation documents or bylaws, each as currently in effect, (ii) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, or (iii) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance with the Transaction Documents or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange (“NYSE”) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; 3.11 Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 there is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) in connection with the offer or sale of the Securities; (i) none of Company or any of its affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would (a) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser nor any of its officers, directors, shareholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31, 2018, there have been no events or circumstances of any kind that have had or would, individually or in the aggregate have a Material Adverse Effect; provided that no event or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicable.

Company’s Representations and Warranties. Company represents and warrants to Purchaser Investor that as of the Closing Date: 3.1 : (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to do be so qualified would not reasonably be expected to have a material adverse effect on Borrower’s business, assets, properties, operations or financial condition or its ability to perform its obligations hereunder (a “Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of (i) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 ; (iii) Company has registered its Common Stock under Section 12(b12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 ; (v) this Agreement, the Note, the Security Agreement, the Subordination Agreement and the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation insolvency and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 general principles of equity; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, except as would not reasonably be expected to have a Material Adverse Effect, or (iiic) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, except as would not reasonably be expected to have a Material Adverse Effect; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance with the Transaction Documents Investor or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange ; (“NYSE”viii) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not materially misleading; 3.11 ; (ix) within the 12 months immediately preceding the date hereof, Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 ; (x) there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding person which would reasonably be expected to have a Material Adverse Effect on Effect; (xi) Company has not consummated any financing transaction that has not been disclosed in a periodic filing or which current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or similar payments that will or would adversely affect the validity become due and owing by Company to any person or enforceability of, entity as a result of this Agreement or the authority or ability of Company to perform its obligations undertransactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of the Transaction Documents; 3.14 neither Company, nor any other persons for fees of its affiliates, nor any person acting on its or their behalf, has engaged a type contemplated in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale transactions contemplated hereby and Company shall indemnify and hold harmless each of the Securities; (i) none of Company or any of its Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, nor any person acting on their behalf hasfrom and against all claims, directly or indirectlylosses, made any offers or sales damages, costs (including the costs of any security or solicited any offers to buy any security, under circumstances that would (apreparation and attorneys’ fees) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or expenses suffered in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser any such claimed Broker Fees; (xv) neither Investor nor any of its officers, directors, shareholdersstockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, 2018as set forth more specifically in Section 8.3 below, there shall be applicable to the Transaction Documents and the transactions contemplated therein; and (xvii) Company has performed due diligence and background research on Investor and its affiliates including, without limitation, Xxxx X. Xxxx, and, to its satisfaction, has made inquiries with respect to all matters Company may consider relevant to the undertakings and relationships contemplated by the Transaction Documents including, among other things, the following: xxxx://xxxxxxxxx.xxxxxxxxxxxx.xxx/research/stocks/people/person.asp?personId=7505107&ticker=UAHC; SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. Company, being aware of the matters described in subsection (xvii) above, acknowledges and agrees that such matters, or any similar matters, have been no events or circumstances bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablereduce such obligations.

Company’s Representations and Warranties. Company represents and warrants to Purchaser Investor that as of the Closing Date: 3.1 : (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to do be so qualified would not reasonably be expected to have a material adverse effect on Borrower’s business, assets, properties, operations or financial condition or its ability to perform its obligations hereunder (a “Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of (i) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 ; (iii) Company has registered its Common Stock under Section 12(b12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 ; (v) this Agreement, the Interest, and the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation insolvency and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 general principles of equity; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of Securities the Interest in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, except as would not reasonably be expected to have a Material Adverse Effect, or (iiic) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, except as would not reasonably be expected to have a Material Adverse Effect; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities Interest to Purchaser in accordance with the Transaction Documents Investor or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange ; (“NYSE”viii) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not materially misleading; 3.11 ; (ix) within the 12 months immediately preceding the date hereof, Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 ; (x) there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding person which would reasonably be expected to have a Material Adverse Effect on Effect; (xi) Company has not consummated any financing transaction that has not been disclosed in a periodic filing or which current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or similar payments that will or would adversely affect the validity become due and owing by Company to any person or enforceability of, entity as a result of this Agreement or the authority or ability of Company to perform its obligations undertransactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of the Transaction Documents; 3.14 neither Company, nor any other persons for fees of its affiliates, nor any person acting on its or their behalf, has engaged a type contemplated in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale transactions contemplated hereby and Company shall indemnify and hold harmless each of the Securities; (i) none of Company or any of its Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, nor any person acting on their behalf hasfrom and against all claims, directly or indirectlylosses, made any offers or sales damages, costs (including the costs of any security or solicited any offers to buy any security, under circumstances that would (apreparation and attorneys’ fees) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or expenses suffered in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser any such claimed Broker Fees; (xv) neither Investor nor any of its officers, directors, shareholdersstockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, 2018as set forth more specifically in Section 9.3 below, there shall be applicable to the Transaction Documents and the transactions contemplated therein; and (xvii) Company has performed due diligence and background research on Investor and its affiliates including, without limitation, Xxxx X. Xxxx, and, to its satisfaction, has made inquiries with respect to all matters Company may consider relevant to the undertakings and relationships contemplated by the Transaction Documents including, among other things, the following: xxxx://xxxxxxxxx.xxxxxxxxxxxx.xxx/research/stocks/people/person.asp?personId=7505107&ticker=UAHC; SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. In addition, Investor is involved in ongoing litigation with the SEC regarding whether or not it needs to be registered as a broker-dealer (see SEC Civil Case No. 1:20-cv-05227 (N.D. Ill.)). Company, being aware of the matters described in subsection (xvii) above, acknowledges and agrees that such matters, or any similar matters, have been no events or circumstances bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablereduce such obligations.

Company’s Representations and Warranties. Company represents and warrants to Purchaser Investor that as of the Closing Date: 3.1 : (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to do be so qualified would not reasonably be expected to have result in a Material Adverse Effect; 3.3 immediately prior to material adverse effect on the Closing, the authorized capital of the Company consists of Company; (iiii) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 Company has registered its shares of common stock, $0.0001 par value per share (the “Common Stock Stock”), under Section 12(b12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 ; (v) this Agreement, the Note, and the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except generally or by equitable principles relating to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 enforceability; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereof, Company and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, or (iiic) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming , except, in the accuracy case of subclause (b) or (c), where such conflict, breach or default would not reasonably be expected to result in a material adverse effect on the representations of the Purchasers in Section 2 hereof, Company; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities Note to Purchaser in accordance with the Transaction Documents Investor or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange ; (“NYSE”viii) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filedfiled and when taken as a whole, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not materially misleading; 3.11 ; (ix) Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 Act; (x) there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding is likely and would have a Material Adverse Effect material adverse effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither Company; (xi) Company has not consummated any material and outstanding financing transaction that has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of its affiliates“issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, nor placement agent or finder’s fees or similar payments that will or would become due and owing by Company to any person acting or entity as a result of this Agreement or the transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on its or their behalf, has engaged behalf of other persons for fees of a type contemplated in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale transactions contemplated hereby and Company shall indemnify and hold harmless each of the Securities; (i) none of Company or any of its Investor, Investor’s employees, officers, directors, stockholders, managers, agents, and partners, and their respective affiliates, nor any person acting on their behalf hasfrom and against all claims, directly or indirectlylosses, made any offers or sales damages, costs (including the costs of any security or solicited any offers to buy any security, under circumstances that would (apreparation and attorneys’ fees) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or expenses suffered in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed any such claimed or quoted for trading on NYSE; 3.19 no Purchaser existing Broker Fees; (xv) neither Investor nor any of its officers, directors, shareholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, 2018as set forth more specifically in Section 7.2 below, there shall be applicable to the Transaction Documents and the transactions contemplated therein; (xvii) Company has consulted with counsel and conducted its own due diligence, and understands that Investor is not registered as a ‘dealer’ under the 1934 Act; and (xviii) Company has performed due diligence and background research on Investor and its affiliates and has received and reviewed the due diligence packet provided by Investor. Company, being aware of the matters and legal issues described in subsections (xvii) and (xviii) above, acknowledges and agrees that such matters, or any similar matters, have been no events bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information or circumstances legal theory as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in any attempt to avoid, modify, reduce, rescind or void such obligations. In addition, Company acknowledges and agrees that it will not use any breach by Investor of the aggregate representations and warranties set forth in Section 2 above as a defense to performance of its obligations under the Transaction Documents or in any attempt to avoid, modify or reduce such obligations, except as expressly set forth therein. In the event any representation or warranty made by Investor in Section 2 above is found to be materially untrue as of the date such representation or warranty was made, then Company shall have a Material Adverse Effect; provided that no event or circumstance disclosed the right to repay the Note without the application of the prepayment premium set forth in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viiiSection 1.2(a) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicableNote.

Company’s Representations and Warranties. Company represents and warrants to Purchaser that as of the Closing Date: 3.1 Investor that: (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, necessary except where the failure to do be so would qualified could not be reasonably be expected to have a Material Adverse Effect; 3.3 immediately prior to material adverse effect on the Closing, the authorized capital of the Company consists of Company; (iiii) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 Company has registered its shares of common stock, $0.0001 par value per share (the “Common Stock Stock”), under Section 12(b12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company Company; (v) this Agreement, the Note, and all necessary actions have been taken; 3.6 the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and remedies; (vi) except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 as set forth on Schedule 3, the execution and delivery of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereof, Company and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents articles of incorporation or bylaws, each as currently in effect, (iib) except as set forth on Schedule 3, any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, including any listing agreement for the Common Stock, or (iiic) to the Company’s knowledge any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, federal or state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, ; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities Note to Purchaser in accordance with the Transaction Documents or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange Investor; (“NYSE”viii) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; 3.11 ; (ix) Company has filed all reports, schedules, forms, statements and other documents periodic reports required to be filed by Company with the SEC under the 1934 Act (the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 ; (x) there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect material adverse effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither Company; (xi) Company has not consummated any financing transaction that has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of its affiliates“issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, nor placement agent or finder’s fees or similar payments that will or would become due and owing by Company to any person acting or entity as a result of this Agreement or the transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on its or their behalf, has engaged behalf of other persons for fees of a type contemplated in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale transactions contemplated hereby and Company shall indemnify and hold harmless each of the Securities; (i) none of Company or any of its Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, nor any person acting on their behalf hasfrom and against all claims, directly or indirectlylosses, made any offers or sales damages, costs (including the costs of any security or solicited any offers to buy any security, under circumstances that would (apreparation and attorneys’ fees) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or expenses suffered in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed any such claimed or quoted for trading on NYSE; 3.19 no Purchaser existing Broker Fees; (xv) neither Investor nor any of its officers, directors, shareholdersstockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors,; and (xvi) Company has performed due diligence and background research on Investor and its affiliates including, membersand, managersto its satisfaction, employees, agents or representatives other than as set forth in has made inquiries with respect to all matters Company may consider relevant to the undertakings and relationships contemplated by the Transaction Documents; 3.20 since December 31. Company, 2018being aware of the matters described in subsection (xvi) above, there acknowledges and agrees that such matters, or any similar matters, have been no events or circumstances bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablereduce such obligations.

Company’s Representations and Warranties. Company represents and warrants to Purchaser that Investor that, other than as disclosed in the Company’s public filings with the SEC, as of the Closing Date: 3.1 : (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of ; (iiii) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 Company has registered its Common Stock under Section 12(b12(g) of the 1934 the1934 Act, and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 ; (v) this Agreement, the Note, the Security Agreement, and the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except except: (a) as such enforceability may be limited by general equitable principles of equity or to and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation moratorium and other similar laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights and generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except to the extent the (c) insofar as indemnification and contribution provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 law; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of the Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, or (iiic) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets except in the case of each of clauses (b) and (c), such as could not have or reasonably be expected to result in a (1) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (2) a material adverse effect on the results of operations, assets; 3.8 assuming the accuracy , business, prospects or condition (financial or otherwise) of the representations Company and the Subsidiaries, taken as a whole, or (3) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of the Purchasers in Section 2 hereof(1), (2) or (3), a “Material Adverse Effect”); (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance with the Transaction Documents Investor or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange (“NYSE”) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, filing of Form D with the SEC and any consents, permits and approvals such filings as are required to effect the registration requirements be made under the Registration Rights Agreementapplicable state securities laws; (viii) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; 3.11 ; (ix) Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act for the two years preceding the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 ; (x) there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect on Effect; (xi) Company has not consummated any financing transaction that has not been disclosed in a periodic filing or which current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or similar payments that will or would adversely affect the validity become due and owing by Company to any person or enforceability of, entity as a result of this Agreement or the authority or ability of Company to perform its obligations undertransactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of the Transaction Documents; 3.14 neither Company, nor any other persons for fees of its affiliates, nor any person acting on its or their behalf, has engaged a type contemplated in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale transactions contemplated hereby and Company shall indemnify and hold harmless each of the Securities; (i) none of Company or any of its Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, nor any person acting on their behalf hasfrom and against all claims, directly or indirectlylosses, made any offers or sales damages, costs (including the costs of preparation and attorneys’ fees) and expenses suffered in respect of any security or solicited any offers to buy any security, under circumstances that would such claimed Broker Fees; (axv) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such NoteNotes, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interestall liens, mortgageclaims, pledge, lien, claim, charge or other encumbrance of any kind charges and encumbrances; (other than as may be granted by or in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser xvi) neither Investor nor any of its officers, directors, shareholdersstockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; (xvii) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, 2018as set forth more specifically in Section 10.3 below, there shall be applicable to the Transaction Documents and the transactions contemplated therein; and (xviii) Company has performed due diligence and background research on Investor and its affiliates including, without limitation, Xxxx X. Xxxx, and, to its satisfaction, has made inquiries with respect to all matters Company may consider relevant to the undertakings and relationships contemplated by the Transaction Documents including, among other things, the following: xxxx://xxxxxxxxx.xxxxxxxxxxxx.xxx/research/stocks/people/person.asp?personId=7505107&ticker=UAHC; SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. Company, being aware of the matters described in subsection (xviii) above, acknowledges and agrees that such matters, or any similar matters, have been no events or circumstances bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablereduce such obligations.

Company’s Representations and Warranties. The Company represents hereby represents, warrants and warrants covenants to Purchaser that the TOU Supplier as of the Closing DateEffective Date and throughout the term of the Transaction(s) under this Agreement as follows: 3.1 (a) The Company is a an electric utility corporation duly organized, validly existing and in good standing under the laws of its state the Commonwealth of incorporation Pennsylvania; (b) The Company has all requisite power and has the requisite corporate power to own its properties and authority to carry on the business to be conducted by it under this Agreement and to enter into and perform its business as now being conductedobligations hereunder; 3.2 Company is duly qualified as a foreign corporation to do business (c) The execution and is in good standing in each jurisdiction where delivery of this Agreement and the nature performance of the business conducted or property owned Company’s obligations hereunder have been duly authorized by it makes such qualification necessary, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; 3.3 immediately prior to all necessary action on the Closing, the authorized capital part of the Company consists and do not and will not conflict with, or constitute a breach of (i) 500,000,000 shares of Common Stockor default under, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All any of the outstanding shares terms, conditions, or provisions of Common Stock have been duly authorizedthe Company’s certificate of incorporation or bylaws or other constituent instruments or any indenture, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As mortgage, other evidence of May 16indebtedness, 2019 or other agreement or instrument or any statute or rule, regulation, order, judgment, or decree of any judicial or administrative body to which the Company held 627,254 shares is a party or by which the Company or any of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stockproperties is bound or subject; 3.4 Company (d) All necessary and appropriate action that is required on the Company’s part to execute this Agreement has registered its Common Stock under Section 12(b) of the 1934 Act, and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Actbeen completed; 3.5 each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 the Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute (e) This Agreement is the legal, valid and binding obligations obligation of Company the Company, enforceable in accordance with their its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect that affect creditors’ rights in general or by general principles of equity and the Commission’s power under section 508 of the Public Utility Code, 66 Pa.C.S. § 508, to amend or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, modify the enforcement contracts of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities lawspublic utilities; 3.7 the execution and delivery of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (if) Company’s formation documents or bylaws, each as currently in effect, (ii) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, or (iii) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance with the Transaction Documents or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange (“NYSE”) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties The ability of the Company to pay any and its consolidated subsidiaries taken as a whole. 3.10 none all amounts due and payable under this Agreement, or upon any potential breach thereof, is not conditioned upon any governmental or administrative appropriation by the Commission, the Commonwealth of Company’s filings with the SEC contained, at the time they were filed, Pennsylvania or any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleadingother governmental authority; 3.11 Company has filed all reports(g) There are no actions at law, schedulessuits in equity, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis proceedings or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 there is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation before or by any court, public board or body claims pending or, to the knowledge of Company’s knowledge, threatened against or affecting the Company before any federal, state, foreign or by any local court, tribunal or governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality authority that might materially delay, prevent or any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect on Company or which would adversely affect hinder the validity or enforceability of, or the authority or ability Company’s performance of Company to perform its obligations under, any under this Agreement; (h) It has entered into this Agreement and all Transactions under this Agreement with a full understanding of the Transaction Documents; 3.14 neither Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D material terms and risks of the 0000 Xxx) in connection with the offer or sale same, and it is capable of the Securitiesassuming those risks; (i) none of Company or any of its affiliatesIt is in good standing with PJM, nor any person acting on their behalf hasis a signatory to all applicable PJM Agreements, directly or indirectlyand is in compliance with, made any offers or sales of any security or solicited any offers and will continue to buy any securitycomply with, under circumstances that would (a) require registration of the issuance of any of the Securities under the 1933 Actall obligations, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations applicable to Company, as established and interpreted by the PJM OI; (j) The Company’s performance under this Agreement is not contingent upon the performance of Customers or the ability of Customers to pay rates; (k) The Company shall have sole responsibility for metering and billing with respect to TOU Customers; (l) The Company shall be responsible for electric distribution services and the (m) It has made its trading and investment decisions (including regarding the suitability thereof) based upon its own judgment and any exchange advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the TOU Supplier; (n) It is not bankrupt or automated quotation system on insolvent and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which any would result in it being or becoming bankrupt or insolvent; (o) No Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; (p) It is not relying upon the advice or recommendations of the securities other Party in entering into this Agreement, it is capable of Company are listed or designated for quotationunderstanding, except understands and accepts the Shareholder Approval contemplated herebyterms, conditions and risks of this Agreement, and the other Party is not acting as a fiduciary for or advisor to it in respect of this Agreement; and (iiq) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with It has entered into this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser nor any of its officers, directors, shareholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31, 2018, there have been no events or circumstances of any kind that have had or would, individually or in the aggregate have a Material Adverse Effect; provided that no event or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring all Transactions under this Agreement in connection with the FPD Sale shall be deemed conduct of its business and it has the capacity or ability to result provide or have resulted take delivery of TOU Supply as required by this Agreement; and it is an “eligible contract participant” as defined in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viiiSection 1a(18) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicableCommodity Exchange Act.

Company’s Representations and Warranties. Company represents and warrants to Purchaser Investor that as of the Closing Date: 3.1 : (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to do be so qualified would not reasonably be expected to have a material adverse effect on the Company’s business, assets, properties, operations or financial condition or its ability to perform its obligations hereunder (a “Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of (i) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 ; (iii) Company has registered its common stock, par value $0.0001 per share (the “Common Stock Shares”), under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary corporate actions have been taken; 3.6 ; (v) the Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation insolvency and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 general principles of equity; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of Securities the Note in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common StockShares, except as would not reasonably be expected to have a Material Adverse Effect, or (iiic) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, except as would not reasonably be expected to have a Material Adverse Effect; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities Note to Purchaser in accordance with the Transaction Documents Investor or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange ; (“NYSE”viii) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC since January 1, 2022, contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not materially misleading; 3.11 ; (ix) since January 1, 2022, Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 ; (x) there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding person which would reasonably be expected to have a Material Adverse Effect on Effect; (xi) Company has not consummated any financing transaction required to be disclosed under the 1934 Act that has not been so disclosed in a periodic filing or which current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or similar payments that will or would adversely affect the validity become due and owing by Company to any person or enforceability of, entity as a result of this Agreement or the authority or ability of Company to perform its obligations undertransactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of the Transaction Documents; 3.14 neither Company, nor any other persons for fees of its affiliates, nor any person acting on its or their behalf, has engaged a type contemplated in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale transactions contemplated hereby and Company shall indemnify and hold harmless each of the Securities; (i) none of Company or any of its Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, nor any person acting on their behalf hasfrom and against all claims, directly or indirectlylosses, made any offers or sales damages, costs (including the costs of any security or solicited any offers to buy any security, under circumstances that would (apreparation and reasonable attorneys’ fees) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or expenses suffered in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser any such claimed Broker Fees; (xv) neither Investor nor any of its officers, directors, shareholdersstockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, 2018as set forth more specifically in Section 9.1 below, there shall be applicable to the Transaction Documents and the transactions contemplated therein; (xvii) Company has 240,000,000 Common Shares authorized and 3,301,848 issued and outstanding; (xviii) Company acknowledges that Investor is not registered as a ‘dealer’ under the 1934 Act; and (xix) Company has performed due diligence and background research on Investor and its affiliates and has received and reviewed the due diligence packet provided by Investor. Company, being aware of the matters and legal issues described in subsections (xviii) and (xix) above, acknowledges and agrees that such matters, or any similar matters, have been no events bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information or circumstances legal theory as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify, reduce, rescind or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablevoid such obligations.

Company’s Representations and Warranties. The Company hereby represents and warrants to Purchaser that each Withdrawing Member as of the Closing DateEffective Date as follows: 3.1 (i) The Company is a corporation limited liability company duly organized, organized and validly existing and in good standing under the laws of its the state of incorporation and has the Delaware, with all requisite corporate power to own its properties and to carry on its business as now being conducted;presently owned or conducted and to take any action contemplated by it pursuant to this Agreement. 3.2 (ii) The Company is duly qualified as a foreign corporation has full power and authority to do business enter into this Agreement and is in good standing in each jurisdiction where to consummate the nature Transaction and any other transactions contemplated hereby. This Agreement and the consummation of the business conducted Transaction and any other transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company, no further 1207186.02/OC373915-00006/pdo/agt 5 consent or property owned by it makes approval is required from the Remaining Members or any other Person except for such qualification necessary, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; 3.3 immediately consents or approval being obtained prior to the Closing, the authorized capital Effective Date and all such consents and approvals have been obtained as of the Company consists of (i) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this AgreementEffective Date, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 Company has registered its Common Stock under Section 12(b) of the 1934 Act, and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 the Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute this Agreement constitutes the legal, valid and binding obligations obligation of the Company enforceable in accordance with their its terms, except as such enforceability enforcement may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and insolvency or other similar laws relating to, to or affecting generally, the enforcement of applicable creditors’ creditor's rights generally or by general equity principles. (iii) The execution, delivery and remedies and except to the extent the indemnification provisions contained in the Registration Rights performance of this Agreement may be limited by applicable federal or state securities laws; 3.7 the execution and delivery of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereofdoes not, and the consummation by Company performance of this Agreement as of the Effective Date will not: (1) violate the organizational documents of the Company; (2) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental instrumentality or court having jurisdiction over the Company, or (3) require the Company to obtain any authorization, consent, approval or waiver from, or to make any filing with, any governmental body or authority except for such consents or approval being obtained prior to the Effective Date and all such consents and approvals have been obtained as of the Effective Date. (iv) The execution, delivery and performance of this Agreement, the Transaction and any other transactions contemplated by hereby as of the Transaction Documents Effective Date do not conflict and are not inconsistent with, and will not conflict result (with or result without the giving of notice or passage of time or both) in a breach by Company of any of the terms or provisions ofcredit agreement, or constitute a default under (i) Company’s formation documents or bylaws, each as currently in effect, (ii) any indenture, mortgagelease, deed of trust, guarantee or other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which it may be subject. (v) Any and all third party consents or any of its properties or assets are bound, including, without limitation, any listing agreement approvals necessary for the Common Stock, or (iii) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order performance of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance with the Transaction Documents or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange (“NYSE”) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents this Agreement and the transactions contemplated thereby (other than hereby, including without limitation, the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties Approval from each of the Company and its consolidated subsidiaries taken Remaining Members, has been obtained as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; 3.11 Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 there is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) in connection with the offer or sale of the Securities;Effective Date. (i) none of The Company or any of its affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances hereby represents and warrants that would (a) require registration it is the owner of the issuance of Company Claims and that it has not previously assigned or transferred any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser nor any of its officers, directors, shareholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31, 2018, there have been no events or circumstances of any kind that have had or would, individually or in the aggregate have a Material Adverse Effect; provided that no event or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicableClaims.

Company’s Representations and Warranties. Company represents and warrants to Purchaser Investor that as of the Closing Date: 3.1 : (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to do be so qualified would not reasonably be expected to have a material adverse effect on Borrower’s business, assets, properties, operations or financial condition or its ability to perform its obligations hereunder (a “Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of (i) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 ; (iii) Company has registered its Common Stock under Section 12(b12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 ; (v) this Agreement, the Interest, and the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation insolvency and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 general principles of equity; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of Securities the Interest in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, except as would not reasonably be expected to have a Material Adverse Effect, or (iiic) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, except as would not reasonably be expected to have a Material Adverse Effect; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities Interest to Purchaser in accordance with the Transaction Documents Investor or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange ; (“NYSE”viii) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not materially misleading; 3.11 ; (ix) within the 12 months immediately preceding the date hereof, Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 ; (x) there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding person which would reasonably be expected to have a Material Adverse Effect on Effect; (xi) Company has not consummated any financing transaction that has not been disclosed in a periodic filing or which current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or similar payments that will or would adversely affect the validity become due and owing by Company to any person or enforceability of, entity as a result of this Agreement or the authority or ability of Company to perform its obligations undertransactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of the Transaction Documents; 3.14 neither Company, nor any other persons for fees of its affiliates, nor any person acting on its or their behalf, has engaged a type contemplated in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale transactions contemplated hereby and Company shall indemnify and hold harmless each of the Securities; (i) none of Company or any of its Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, nor any person acting on their behalf hasfrom and against all claims, directly or indirectlylosses, made any offers or sales damages, costs (including the costs of any security or solicited any offers to buy any security, under circumstances that would (apreparation and attorneys’ fees) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or expenses suffered in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser any such claimed Broker Fees; (xv) neither Investor nor any of its officers, directors, shareholdersstockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, 2018as set forth more specifically in Section 9.3 below, there shall be applicable to the Transaction Documents and the transactions contemplated therein; and (xvii) Company has performed due diligence and background research on Investor and its affiliates including, without limitation, Jxxx X. Xxxx, and, to its satisfaction, has made inquiries with respect to all matters Company may consider relevant to the undertakings and relationships contemplated by the Transaction Documents including, among other things, the following: hxxx://xxxxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxx/stocks/people/person.asp?personId=7505107&ticker=UAHC; SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. In addition, certain of Investor’s affiliates are involved in ongoing litigation with the SEC regarding broker-dealer registration (see SEC Civil Case No. 1:20-cv-05227 (N.D. Ill.)). Company, being aware of the matters described in subsection (xvii) above, acknowledges and agrees that such matters, or any similar matters, have been no events or circumstances bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablereduce such obligations.

Company’s Representations and Warranties. Company represents and warrants to Purchaser that as of the Closing Date: 3.1 Investor that: (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of ; (iiii) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 Company has registered its Common Stock under Section 12(b15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company Company; (v) this Agreement, the Note, the Warrant, and all necessary actions have been taken; 3.6 the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except subject as such to enforceability may be limited by only to general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 generally; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, including any listing agreement for the Common Stock, or (iiic) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, federal or state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, ; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance with the Transaction Documents or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange Investor; (“NYSE”viii) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; 3.11 ; (ix) Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 ; (x) Company has not consummated any financing transaction that has not been disclosed in a periodic filing with the SEC under the 1934 Act; (xi) Company is not a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act and its subsidiaries conduct their business is in accordance compliance with Rule 144(i)(2) under the 1933 Act; (xii) with respect to any commissions, placement agent or finder’s fees or similar payments that will or would become due and owing by Company to any person or entity as a result of this Agreement or the transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable Laws laws and none regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiii) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of the Company or its subsidiaries is other persons for fees of a type contemplated in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 there is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale transactions contemplated hereby and Company shall indemnify and hold harmless each of the Securities; (i) none of Company or any of its Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, nor any person acting on their behalf hasfrom and against all claims, directly or indirectlylosses, made any offers or sales damages, costs (including the costs of preparation and attorneys’ fees) and expenses suffered in respect of any security such claimed or solicited any offers to buy any securityexisting Broker Fees; (xiv) when issued, under circumstances that would (a) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Warrant Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interestall liens, mortgageclaims, pledge, lien, claim, charge or other encumbrance of any kind charges and encumbrances; (other than as may be granted by or in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser xv) neither Investor nor any of its officers, directors, shareholdersstockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; and (xvi) Company has performed due diligence and background research on Investor and its affiliates including, 2018without limitation, there Jxxx X. Xxxx, and, to its satisfaction, has made inquiries with respect to all matters Company may consider relevant to the undertakings and relationships contemplated by the Transaction Documents including, among other things, the following: hxxx://xxxxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxx/stocks/people/person.asp?personId=7505107&ticker=UAHC;SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. Company, being aware of the matters described in subsection (xvi) above, acknowledges and agrees that such matters, or any similar matters, have been no events or circumstances bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablereduce such obligations.

Company’s Representations and Warranties. Company represents and warrants to Purchaser Investor that as of the Closing Date: 3.1 : Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except to the extent where failure to do so receive such qualification or maintain such good standing would not reasonably be expected to have a Material Adverse Effect; 3.3 immediately prior to material adverse effect on the Closing, the authorized capital financial condition of the Company consists of (i) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 Company; Company has registered its Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 ; this Agreement, the Note, the Warrant, and the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or ; subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and moratorium or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remedies and except subject to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 general principals of equity; the execution and delivery of the Transaction Documents by Company, the issuance of the Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, or (iiic) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, ; no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance with the Transaction Documents Investor or the entering into of the Transaction Documents, except with respect other than (a) any stockholder approval necessary for Company to compliance with any applicable rules issue shares of Common Stock in excess of 19.99% of the New York Stock Exchange shares then issued and outstanding and (“NYSE”b) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (such as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; 3.11 obtained; Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, ; except as would not, individually or previously disclosed in the aggregateCompany’s periodic filings with the SEC under the 1934 Act, have a Material Adverse Effect; 3.13 there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect material adverse effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither Company; Company has not consummated any material financing transaction that has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of its affiliates“issuer” is described in Rule 144(i)(1) under the 1933 Act; with respect to any commissions, nor placement agent or finder’s fees or similar payments that will or would become due and owing by Company to any person acting or entity as a result of this Agreement or the transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on its or their behalf, has engaged behalf of other persons for fees of a type contemplated in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale transactions contemplated hereby and Company shall indemnify and hold harmless each of the Securities; (i) none of Company or any of its Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, nor any person acting on their behalf hasfrom and against all claims, directly or indirectlylosses, made any offers or sales damages, costs (including the costs of any security or solicited any offers to buy any security, under circumstances that would (apreparation and reasonable and documented attorneys’ fees) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or expenses suffered in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser any such claimed Broker Fees; neither Investor nor any of its officers, directors, shareholdersstockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; Company acknowledges that the State of Delaware has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Delaware, 2018as set forth more specifically in Section 12.2 below, there shall be applicable to the Transaction Documents and the transactions contemplated therein; Company acknowledges that Investor is not registered as a ‘dealer’ under the 1934 Act; and Company has performed due diligence and background research on Investor and its affiliates and has received and reviewed the due diligence packet provided by Investor. Company, being aware of the matters and legal issues described in subsections (xvi) and (xvii) above, acknowledges and agrees that such matters, or any similar matters, have been no events bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information or circumstances legal theory as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify, reduce, rescind or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablevoid such obligations.

Company’s Representations and Warranties. Company represents and warrants to Purchaser Investor that as of the Closing Date: 3.1 : (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of ; (iiii) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 Company has registered its Common Stock under Section 12(b12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary corporate actions have been taken; 3.6 taken to authorize the same; (v) this Agreement, the Note, and the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except ; except: (a) as such enforceability may be limited by general equitable principles of equity or to and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation moratorium and other similar laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights and remedies and except generally, (b) as limited by laws relating to the extent the availability of specific performance, injunctive relief or other equitable remedies, and (c) insofar as indemnification and contribution provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 law; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, or (iiic) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, ; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance with the Transaction Documents Investor or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange ; (“NYSE”viii) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; 3.11 ; (ix) within the last 12 months, Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 ; (x) there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect material adverse effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither Company; (xi) Company has not consummated any financing transaction that, if required to be disclosed, has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of its affiliates“issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, nor placement agent or finder’s fees or similar payments that will or would become due and owing by Company to any person acting or entity as a result of this Agreement or the transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer and Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on its or their behalf, has engaged behalf of other persons for fees of a type contemplated in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale of the Securities; (i) none of Company or any of its affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would (a) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval transactions contemplated hereby, and ; (iixiv) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares when issued pursuant to the terms of the Notes in accordance with this Agreement and Note or the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such NoteWarrant, the Conversion Shares and the Warrant Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances, except for any security interestliens, mortgageclaims, pledge, lien, claim, charge charges or other encumbrance of any kind encumbrances created by Investor; (other than as may be granted by or in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser xv) neither Investor nor any of its officers, directors, shareholdersstockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, 2018as set forth more specifically in Section 8.3 below, there shall be applicable to the Transaction Documents and the transactions contemplated therein; and (xvii) Company has performed due diligence and background research on Investor and its affiliates including, without limitation, Xxxx X. Xxxx, and, to its satisfaction, has made inquiries with respect to all matters Company may consider relevant to the undertakings and relationships contemplated by the Transaction Documents including, among other things, the following: xxxx://xxxxxxxxx.xxxxxxxxxxxx.xxx/research/stocks/people/person.asp?personId=7505107&ticker=UAHC; SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. Company, being aware of the matters described in subsection (xvii) above, acknowledges and agrees that such matters, or any similar matters, have been no events or circumstances bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information solely as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablereduce such obligation.

Company’s Representations and Warranties. Company represents and warrants to Purchaser Investor that as of the Closing Effective Date: 3.1 : (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to do be so qualified would not reasonably be expected to have a material adverse effect on Borrower’s business, assets, properties, operations or financial condition or its ability to perform its obligations hereunder (a “Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of (i) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 ; (iii) Company has registered its Common Stock under Section 12(b12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 ; (v) this Agreement, the Note, the Security Agreement, the Subordination Agreement and the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation insolvency and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 general principles of equity; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, except as would not reasonably be expected to have a Material Adverse Effect, or (iiic) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, except as would not reasonably be expected to have a Material Adverse Effect; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance with the Transaction Documents Investor or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange ; (“NYSE”viii) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not materially misleading; 3.11 ; (ix) within the 12 months immediately preceding the date hereof, Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 ; (x) there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding person which would reasonably be expected to have a Material Adverse Effect on Effect; (xi) Company has not consummated any financing transaction that has not been disclosed in a periodic filing or which current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or similar payments that will or would adversely affect the validity become due and owing by Company to any person or enforceability of, entity as a result of this Agreement or the authority or ability of Company to perform its obligations undertransactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of the Transaction Documents; 3.14 neither Company, nor any other persons for fees of its affiliates, nor any person acting on its or their behalf, has engaged a type contemplated in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale transactions contemplated hereby and Company shall indemnify and hold harmless each of the Securities; (i) none of Company or any of its Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, nor any person acting on their behalf hasfrom and against all claims, directly or indirectlylosses, made any offers or sales damages, costs (including the costs of preparation and attorneys’ fees) and expenses suffered in respect of any security or solicited any offers to buy any security, under circumstances that would such claimed Broker Fees; (axv) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Noteissued, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interestall liens, mortgageclaims, pledge, lien, claim, charge or other encumbrance of any kind charges and encumbrances; (other than as may be granted by or in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser xvi) neither Investor nor any of its officers, directors, shareholdersstockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; (xvii) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, 2018as set forth more specifically in Section 8.3 below, there shall be applicable to the Transaction Documents and the transactions contemplated therein; and (xviii) Company has performed due diligence and background research on Investor and its affiliates including, without limitation, Xxxx X. Xxxx, and, to its satisfaction, has made inquiries with respect to all matters Company may consider relevant to the undertakings and relationships contemplated by the Transaction Documents including, among other things, the following: xxxx://xxxxxxxxx.xxxxxxxxxxxx.xxx/research/stocks/people/person.asp?personId=7505107&ticker=UAHC; SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. Company, being aware of the matters described in subsection (xviii) above, acknowledges and agrees that such matters, or any similar matters, have been no events or circumstances bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablereduce such obligations.

Company’s Representations and Warranties. Company represents and warrants to Purchaser Investor that as of the Closing Date: 3.1 : (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to do be so qualified would not reasonably be expected to have result in a Material Adverse Effect; 3.3 immediately prior to material adverse effect on the Closing, the authorized capital of the Company consists of Company; (iiii) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 Company has registered its shares of common stock, $0.0001 par value per share (the “Common Stock Stock”), under Section 12(b12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 ; (v) this Agreement, the Note, and the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except generally or by equitable principles relating to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 enforceability; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereof, Company and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, or (iiic) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming , except, in the accuracy case of subclause (b) or (c), where such conflict, breach or default would not reasonably be expected to result in a material adverse effect on the representations of the Purchasers in Section 2 hereof, Company; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities Note to Purchaser in accordance with the Transaction Documents Investor or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange ; (“NYSE”viii) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filedfiled and when taken as a whole, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not materially misleading; 3.11 ; (ix) Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 Act; (x) there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding is likely and would have a Material Adverse Effect material adverse effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither Company; (xi) Company has not consummated any material and outstanding financing transaction that has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of its affiliates“issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, nor placement agent or finder’s fees or similar payments that will or would become due and owing by Company to any person acting or entity as a result of this Agreement or the transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on its or their behalf, has engaged behalf of other persons for fees of a type contemplated in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale transactions contemplated hereby and Company shall indemnify and hold harmless each of the Securities; (i) none of Company or any of its Investor, Investor’s employees, officers, directors, stockholders, managers, agents, and partners, and their respective affiliates, nor any person acting on their behalf hasfrom and against all claims, directly or indirectlylosses, made any offers or sales damages, costs (including the costs of any security or solicited any offers to buy any security, under circumstances that would (apreparation and attorneys’ fees) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or expenses suffered in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed any such claimed or quoted for trading on NYSE; 3.19 no Purchaser existing Broker Fees; (xv) neither Investor nor any of its officers, directors, shareholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, 2018as set forth more specifically in Section 7.2 below, there shall be applicable to the Transaction Documents and the transactions contemplated therein; and (xvii) Company has performed due diligence and background research on Investor and its affiliates including, without limitation, Xxxx X. Xxxx, and, to its satisfaction, has made inquiries with respect to all matters Company may consider relevant to the undertakings and relationships contemplated by the Transaction Documents including, among other things, the following: xxxx://xxxxxxxxx.xxxxxxxxxxxx.xxx/research/stocks/people/person.asp?personId=7505107&ticker=UAHC;SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. In addition, various affiliates of Investor are involved in ongoing litigation with the SEC regarding broker-dealer registration (see SEC Civil Case No. 1:20-cv-05227 (N.D. Ill.)). Company, being aware of the matters described in subsection (xvii) above, acknowledges and agrees that such matters, or any similar matters, have been no events bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information or circumstances any breach by Investor of any kind that have had or would, individually the representations and warranties set forth in Section 2 above as a defense to performance of its obligations under the Transaction Documents or in any attempt to avoid, modify or reduce such obligations, except as expressly set forth therein. In the aggregate event any representation or warranty made by Investor in Section 2 above is found to be materially untrue as of the date such representation or warranty was made, then Company shall have a Material Adverse Effect; provided that no event or circumstance disclosed the right to repay the Note without the application of the prepayment premium set forth in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viiiSection 1.2(a) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicableNote.

Company’s Representations and Warranties. Company represents and warrants to Purchaser Investor that as of the Closing Date: 3.1 : (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state jurisdiction of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of ; (iiii) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 Company has registered its shares of common stock, par value $0.0001 per share (the “Common Stock Stock”), under Section 12(b) of the 1934 Act, Act and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 ; (v) this Agreement, the Note, and the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 ; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereof, Company and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents certificate of incorporation or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, or (iiic) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming , except, with respect to clauses (b) and (c) above, for any breach or default that would not reasonably be expected to have a material adverse effect on the accuracy business, operations or financial condition of the representations of the Purchasers in Section 2 hereof, Company; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities Note to Purchaser in accordance with the Transaction Documents Investor or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange ; (“NYSE”viii) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not materially misleading; 3.11 ; (ix) Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 ; (x) there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling person that has not been disclosed in a periodic filing or finding current report with the SEC under the 1934 Act and would reasonably be expected to have a Material Adverse Effect material adverse effect on the business, operations or financial condition of the Company; (xi) Company has not consummated any financing transaction (other than a transaction involving Permitted Indebtedness (as defined below)) that has not been disclosed in a periodic filing or which current report with the SEC under the 1934 Act that was required to be disclosed therein; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or similar payments that will or would adversely affect the validity become due and owing by Company to any person or enforceability of, entity as a result of this Agreement or the authority or ability of Company to perform its obligations undertransactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of the Transaction Documents; 3.14 neither Company, nor any other persons for fees of its affiliates, nor any person acting on its or their behalf, has engaged a type contemplated in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale transactions contemplated hereby and Company shall indemnify and hold harmless each of the Securities; (i) none of Company or any of its Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, nor any person acting on their behalf hasfrom and against all claims, directly or indirectlylosses, made any offers or sales damages, costs (including the costs of any security or solicited any offers to buy any security, under circumstances that would (apreparation and reasonable attorneys’ fees) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or expenses suffered in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser any such claimed Broker Fees; (xv) neither Investor nor any of its officers, directors, shareholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, stockholders, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, stockholders, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, 2018as set forth more specifically in Section 9.2 below, there shall be applicable to the Transaction Documents and the transactions contemplated therein; (xvii) Company acknowledges that Investor is not registered as a ‘dealer’ under the 1934 Act; and (xviii) Company has performed due diligence and background research on Investor and its affiliates and has received and reviewed the due diligence packet provided by Investor. Company, being aware of the matters and legal issues described in subsections (xvii) and (xviii) above, acknowledges and agrees that such matters, or any similar matters, have been no events bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information or circumstances legal theory as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify, reduce, rescind or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablevoid such obligations.

Company’s Representations and Warranties. Company represents and warrants to Purchaser that as of the Closing Date: 3.1 Investor that: (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to do be so would qualified or in good standing, as the case may be, could not have or reasonably be expected to have result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company's ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a "Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of "); (iiii) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 Company has registered its Common Stock under Section 12(b12(g) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company Company; (v) this Agreement, the Note, and all necessary actions have been taken; 3.6 the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, terms except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation moratorium and other similar laws relating to, or of general application affecting enforcement of creditors' rights generally, the enforcement of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 (vi) the execution and delivery of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s 's formation documents or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, including any listing agreement for the Common Stock, or (iiic) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, federal or state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s 's properties or assets; 3.8 assuming , subject to the accuracy filing of Form D with the representations SEC and such filings as are required to be made under applicable state securities laws; except in the case of the Purchasers each of clauses (b) and (c), such as could not have or reasonably be expected to result in Section 2 hereof, a Material Adverse Effect; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance with the Transaction Documents or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange Investor; (“NYSE”viii) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s 's filings with the SEC filed on or prior to January 1, 2015 contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; 3.11 ; (ix) except for the late filings of the Company's Quarterly Report on Form 10-Q for the periods ended March 31, 2015 and June 30, 2015, Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 ; (x) there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither ; (xi) Company has not consummated any financing transaction that has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company was a "Shell Company," as such type of "issuer" is described in Rule 144(i)(1) under the 1933 Act prior to the consummation of the acquisition of Avant Diagnostics, nor Inc.; (xiii) with respect to any of its affiliatescommissions, nor placement agent or finder's fees or similar payments that will or would become due and owing by Company to any person acting or entity as a result of this Agreement or the transactions contemplated hereby ("Broker Fees"), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on its or their behalf, has engaged behalf of other persons for fees of a type contemplated in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale transactions contemplated hereby and Company shall indemnify and hold harmless each of the Securities; (i) none of Company or any of its Investor, Investor's employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, nor any person acting on their behalf hasfrom and against all claims, directly or indirectlylosses, made any offers or sales damages, costs (including the costs of preparation and attorneys' fees) and expenses suffered in respect of any security such claimed or solicited any offers to buy any security, under circumstances that would existing Broker Fees; (axv) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such the Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interestall liens, mortgageclaims, pledge, lien, claim, charge or other encumbrance of any kind charges and encumbrances; (other than as may be granted by or in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser xvi) neither Investor nor any of its officers, directors, shareholdersstockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; (xvii) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, 2018as set forth more specifically in Section 9.3 below, there shall be applicable to the Transaction Documents and the transactions contemplated therein; and (xviii) Company has performed due diligence and background research on Investor and its affiliates including, without limitation, Xxxx X. Xxxx, and, to its satisfaction, has made inquiries with respect to all matters Company may consider relevant to the undertakings and relationships contemplated by the Transaction Documents including, among other things, the following: xxxx://xxxxxxxxx.xxxxxxxxxxxx.xxx/research/stocks/people/person.asp?personId=7505107&ticker=UAHC;SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. Company, being aware of the matters described in subsection (xviii) above, acknowledges and agrees that such matters, or any similar matters, have been no events or circumstances bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablereduce such obligations.

Company’s Representations and Warranties. Company ‌ AES Ohio hereby represents and warrants to Purchaser that the SSO Suppliers as of the Closing Datefollows: 3.1 Company a) it is a an electric utility corporation duly organized, validly existing and in good standing under the laws of its state the State of incorporation Ohio; b) it has all requisite power and has the requisite corporate power to own its properties and authority to carry on the business to be conducted by it under this Agreement and to enter into and perform its business as now being conductedobligations hereunder; 3.2 Company is duly qualified as a foreign corporation to do business c) the execution, delivery and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of (i) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms performance of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, Agreement are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in within its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 Company has registered its Common Stock under Section 12(b) of the 1934 Act, and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 each of the Transaction Documents and the transactions contemplated hereby and therebypowers, have been duly and validly authorized by Company and all necessary actions have been takenaction and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or decree of any Governmental Authority; 3.6 the Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute d) this Agreement is the legal, valid and binding obligations obligation of Company the Company, enforceable in accordance with their its terms, except insofar as such enforceability enforcement may be limited affected by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and moratorium or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities lawsgenerally; 3.7 the execution and delivery e) as of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereof, and the consummation by Company commencement of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of Original Delivery Period, it has duly obtained all authorizations from any of the terms or provisions ofGovernmental Authority necessary for it to perform its obligations under this Agreement; f) there are no pending, or constitute a default under (i) Company’s formation documents to its knowledge threatened, actions, suits or bylaws, each as currently in effect, (ii) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which proceedings against it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common StockAffiliates, or (iiiany legal proceedings before any Governmental Authority that could reasonably be expected to adversely affect its ability to perform its obligations under this Agreement; g) any existing applicable law, rule, it is not relying upon the advice or regulation or any applicable decree, judgment, or order recommendations of any courtother Party in entering into this Agreement, United States federalit is capable of understanding, state understands and accepts the terms, conditions and risks of this Agreement, and no other Party is acting as a fiduciary for or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any advisor to it in respect of Company’s properties or assetsthis Agreement; 3.8 assuming the accuracy h) no Event of the representations of the Purchasers in Section 2 hereof, no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance with the Transaction Documents or the entering into of the Transaction Documents, except Default with respect to compliance with any applicable rules of the New York Stock Exchange (“NYSE”) it has occurred and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits is continuing and approvals (governmental no such event or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as circumstance would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken occur as a whole.result of its entering into or performing its obligations under this Agreement; and 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, i) it is not misleading; 3.11 Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Lawlaw, in each caserules, except as would notregulations, individually ordinances or in the aggregate, have a Material Adverse Effect; 3.13 there is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation before or by judgments of any court, public board or body pending or, Governmental Authority which could reasonably be expected to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect on Company or which would adversely affect the validity or enforceability of, or the authority or its ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) in connection with the offer or sale of the Securities; (i) none of Company or any of its affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would (a) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser nor any of its officers, directors, shareholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31, 2018, there have been no events or circumstances of any kind that have had or would, individually or in the aggregate have a Material Adverse Effect; provided that no event or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicable.

Company’s Representations and Warranties. Company represents and warrants to Purchaser Investor that as of the Closing Date: 3.1 : (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where necessary and for which the failure to do remain so qualified would not reasonably be expected to have a Material Adverse Effect; 3.3 immediately prior to Effect (as defined below) on the Closingbusiness, the authorized capital operations or financial condition of the Company consists of Company; (iiii) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 Company has registered its Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 ; (v) this Agreement, the Note, and the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 ; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of the Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, the breach or default of which would reasonably be expected to have a Material Adverse Effect on the business, operations or financial condition of the Company, or (iiic) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, ; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance with the Transaction Documents Investor or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange ; (“NYSE”viii) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not materially misleading; 3.11 ; (ix) Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 ; (x) there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, that has not been disclosed in the Company’s public filings and wherein an unfavorable decision, ruling or finding would be reasonably expected to have a Material Adverse Effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither Company; (xi) Company has not consummated any financing transaction that has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of its affiliates“issuer” is described in Rule 144(i)(1) under the 1933 Act that was required to be disclosed therein; (xiii) with respect to any commissions, nor placement agent or finder’s fees or similar payments that will or would become due and owing by Company to any person acting or entity as a result of this Agreement or the transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on its or their behalf, has engaged behalf of other persons for fees of a type contemplated in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale transactions contemplated hereby and Company shall indemnify and hold harmless each of the Securities; (i) none of Company or any of its Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, nor any person acting on their behalf hasfrom and against all claims, directly or indirectlylosses, made any offers or sales damages, costs (including the costs of any security or solicited any offers to buy any security, under circumstances that would (apreparation and reasonable attorneys’ fees) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or expenses suffered in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser any such claimed Broker Fees; (xv) neither Investor nor any of its officers, directors, shareholdersstockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, 2018as set forth more specifically in Section 9.2 below, there shall be applicable to the Transaction Documents and the transactions contemplated therein; (xvii) Company acknowledges that Investor is not registered as a ‘dealer’ under the 1934 Act; and (xviii) Company has performed due diligence and background research on Investor and its affiliates and has received and reviewed the due diligence packet provided by Investor. Company, being aware of the matters and legal issues described in subsections (xvii) and (xviii) above, acknowledges and agrees that such matters, or any similar matters, have been no events bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information or circumstances legal theory as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify, reduce, rescind or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablevoid such obligations.

Company’s Representations and Warranties. Company represents and warrants to Purchaser Investor that as of the Closing Date: 3.1 : (i) Company is a corporation duly organized, validly existing and and, if applicable under the laws of the jurisdiction in which it is formed, in good standing under the laws of its state jurisdiction of incorporation or organization and has the requisite corporate power and authority to own and use its properties and assets and to carry on its business as now being currently conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing standing, if applicable under the laws of the jurisdiction in which it is formed, in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to do be so qualified or in good standing, as the case may be, would not have or reasonably be expected to have result in: (a) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (b) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company, or (c) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (a), (b) or (c), a “Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of (i) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 ; (iii) Company has registered its Common Stock ADSs under Section 12(b) or 12(g) of the 1934 Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Exchange Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 action by the Company; (v) this Agreement and the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms; (vi) the execution, except as such enforceability may be limited delivery and performance by general principles the Company of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation this Agreement and the other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 the execution and delivery of the Transaction Documents by Companyto which it is a party, the issuance and sale of the Securities in accordance with the terms hereof, and the consummation by Company it of the other transactions contemplated by the Transaction Documents hereby and thereby do not and will not (a) conflict with or result in a breach by Company of violate any provision of the terms Company’s constitution, certificate or provisions ofarticles of association, bylaws or other organizational or charter documents, or (b) conflict with, or constitute a default under (ior an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien upon any of the properties or assets of the Company’s formation documents or bylaws, each as currently in effect, (ii) any indenture, mortgage, deed of trust, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other material agreement instrument (evidencing a Company debt or instrument otherwise) or other understanding to which the Company is a party or by which it any property or any asset of its properties the Company is bound or assets are bound, including, without limitation, any listing agreement for the Common Stockaffected, or (iiic) subject to the Required Approvals (as defined below), conflict with or result in a violation of any existing applicable law, rule, or regulation or any applicable decreeregulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (b) and (c), such as could not have or reasonably be expected to result in a Material Adverse Effect; (vii) the Company is not required to obtain any consent, waiver, authorization or order of of, give any courtnotice to, United States or make any filing or registration with, any court or other federal, state or foreign regulatory bodystate, administrative agency, local or other governmental body having jurisdiction over Company authority or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers other Person in Section 2 hereof, no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance connection with the Transaction Documents or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange (“NYSE”) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by the Company of the Transaction Documents, other than: (a) the filings required pursuant to Section 5.2 of this Agreement, (b) the filing of all forms, notices and each Grantor certificates required pursuant to the Corporations Act (as defined in below) and/or the Security Agreement) of the Transaction Documents and ASX Listing Rules with respect to the transactions contemplated thereby (other than by the Shareholder ApprovalTransaction Documents, and any consents, permits (c) the filing of Form D with the Commission and approvals such filings as are required to effect be made under applicable state securities laws, if required (collectively, the registration requirements under the Registration Rights Agreement“Required Approvals”); (viii) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; 3.11 ; (ix) Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Exchange Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 ; (x) there is no claim, action, suit, proceedinginquiry, arbitrationnotice of violation, complaint, charge proceeding or investigation before or by any court, public board or body pending or, to the knowledge of the Company, threatened in writing against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) in connection with the offer or sale of the Securities; (i) none of Company or any of its affiliatesrespective properties before or by any court, nor any person acting on their behalf hasarbitrator, directly governmental or indirectlyadministrative agency or regulatory authority (federal, made any offers state, county, local or sales of any security foreign) which adversely affects or solicited any offers to buy any securitychallenges the legality, under circumstances that would (a) require registration of the issuance validity or enforceability of any of the Transaction Documents or the Securities or could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect; (xi) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Securities Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, ; and (iixii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Noteissued, the Conversion Shares ADSs will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interestall liens, mortgageclaims, pledgecharges and encumbrances. Company, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or in respect being aware of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser nor any of its officersmatters and legal issues described in subsections (xv) above, directorsacknowledges and agrees that such matters, shareholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officerssimilar matters, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into have no bearing on the transactions contemplated by the Transaction Documents, Company is Documents and covenants and agrees it will not relying on use any representation, warranty, covenant such information or promise legal theory as a defense to performance of each Purchaser or its officers, directors, members, managers, employees, agents or representatives other than as set forth in obligations under the Transaction Documents; 3.20 since December 31, 2018, there have been no events or circumstances of any kind that have had or would, individually Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify, reduce, rescind or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablevoid such obligations.

Company’s Representations and Warranties. Except as set forth in Disclosure Schedule 3, attached hereto and incorporated herein, Company represents and warrants to Purchaser Investor that as of the Closing Date: 3.1 : (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to do be so qualified would not reasonably be expected to have a material adverse effect on Borrower’s business, assets, properties, operations or financial condition or its ability to perform its obligations hereunder (a “Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of (i) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 ; (iii) Company has registered its Common Stock under Section 12(b12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 ; (v) this Agreement, the Interest, and the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation insolvency and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 general principles of equity; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of Securities the Interest in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, except as would not reasonably be expected to have a Material Adverse Effect, or (iiic) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, except as would not reasonably be expected to have a Material Adverse Effect; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities Interest to Purchaser in accordance with the Transaction Documents Investor or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange ; (“NYSE”viii) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not materially misleading; 3.11 ; (ix) within the 12 months immediately preceding the date hereof, Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 ; (x) there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding person which would reasonably be expected to have a Material Adverse Effect on Effect; (xi) Company has not consummated any financing transaction that has not been disclosed in a periodic filing or which current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or similar payments that will or would adversely affect the validity become due and owing by Company to any person or enforceability of, entity as a result of this Agreement or the authority or ability of Company to perform its obligations undertransactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of the Transaction Documents; 3.14 neither Company, nor any other persons for fees of its affiliates, nor any person acting on its or their behalf, has engaged a type contemplated in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale transactions contemplated hereby and Company shall indemnify and hold harmless each of the Securities; (i) none of Company or any of its Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, nor any person acting on their behalf hasfrom and against all claims, directly or indirectlylosses, made any offers or sales damages, costs (including the costs of any security or solicited any offers to buy any security, under circumstances that would (apreparation and attorneys’ fees) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or expenses suffered in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser any such claimed Broker Fees; (xv) neither Investor nor any of its officers, directors, shareholdersstockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, 2018as set forth more specifically in Section 8.3 below, there shall be applicable to the Transaction Documents and the transactions contemplated therein; and (xvii) Company has performed due diligence and background research on Investor and its affiliates including, without limitation, Xxxx X. Xxxx, and, to its satisfaction, has made inquiries with respect to all matters Company may consider relevant to the undertakings and relationships contemplated by the Transaction Documents including, among other things, the following: xxxx://xxxxxxxxx.xxxxxxxxxxxx.xxx/research/stocks/people/person.asp?personId=7505107&ticker=UAHC; SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. Company, being aware of the matters described in subsection (xvii) above, acknowledges and agrees that such matters, or any similar matters, have been no events or circumstances bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablereduce such obligations.

Company’s Representations and Warranties. Company represents and warrants to Purchaser Investor that as of the Closing Date: 3.1 : (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state jurisdiction of incorporation formation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, necessary except where the failure to do so would could not reasonably be expected to have a Material Adverse Effect; 3.3 immediately prior to material adverse effect on the Closing, the authorized capital business or operations of the Company consists of Company; (iiii) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 Company has registered its Common Stock ordinary shares, par value $0.20 (the “Ordinary Shares”), under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 ; (v) this Agreement, the Note, and the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 ; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of Securities the Note in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common StockOrdinary Shares, or (iiic) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, ; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities Note to Purchaser in accordance with the Transaction Documents Investor or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange ; (“NYSE”viii) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; 3.11 ; (ix) during the last twelve (12) months, Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 ; (x) there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect material adverse effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither Company; (xi) Company has not consummated any financing transaction that has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of its affiliates“issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, nor placement agent or finder’s fees or similar payments that will or would become due and owing by Company to any person acting or entity as a result of this Agreement or the transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on its or their behalf, has engaged behalf of other persons for fees of a type contemplated in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale transactions contemplated hereby and Company shall indemnify and hold harmless each of the Securities; (i) none of Company or any of its Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, nor any person acting on their behalf hasfrom and against all claims, directly or indirectlylosses, made any offers or sales damages, costs (including the costs of any security or solicited any offers to buy any security, under circumstances that would (apreparation and reasonable attorneys’ fees) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or expenses suffered in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser any such claimed Broker Fees; (xv) neither Investor nor any of its officers, directors, shareholdersstockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, 2018as set forth more specifically in Section 8.2 below, there shall be applicable to the Transaction Documents and the transactions contemplated therein; (xvii) Company acknowledges that Investor is not registered as a ‘dealer’ under the 1934 Act; and (xviii) Company has performed due diligence and background research on Investor and its affiliates and has received and reviewed the due diligence packet provided by Investor. Company, being aware of the matters and legal issues described in subsections (xvii) and (xviii) above, acknowledges and agrees that such matters, or any similar matters, have been no events bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information or circumstances legal theory as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify, reduce, rescind or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablevoid such obligations.

Company’s Representations and Warranties. Company represents and warrants to Purchaser Investor that as of the Closing Date: 3.1 Company : (i)Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 Company ; (ii)Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of ; (i) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 Company iii)Company has registered its Common Stock under Section 12(b12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 each ; (iv)each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary corporate actions have been taken; 3.6 taken to authorize the same; (v)this Agreement, the Note, and the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except ; except: (a) as such enforceability may be limited by general equitable principles of equity or to and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation moratorium and other similar laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights and remedies and except generally, (b) as limited by laws relating to the extent the availability of specific performance, injunctive relief or other equitable remedies, and (c) insofar as indemnification and contribution provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 the law; (vi)the execution and delivery of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, or (iiic) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, no ; (vii)no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance with the Transaction Documents Investor or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange ; (“NYSE”) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none viii)none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; 3.11 ; (ix)within the last 12 months, Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 there ; (x)there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect material adverse effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither Company; (xi)Company has not consummated any financing transaction that, if required to be disclosed, has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii)Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of its affiliates“issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii)with respect to any commissions, nor placement agent or finder’s fees or similar payments that will or would become due and owing by Company to any person acting or entity as a result of this Agreement or the transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer and Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on its or their behalf, has engaged behalf of other persons for fees of a type contemplated in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale of the Securities; (i) none of Company or any of its affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would (a) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval transactions contemplated hereby, and ; (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares xiv)when issued pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances, except for any security interestliens, mortgageclaims, pledge, lien, claim, charge charges or other encumbrance of any kind encumbrances created by Investor; (other than as may be granted by or in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser xv)neither Investor nor any of its officers, directors, shareholdersstockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; (xvi)Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, 2018as set forth more specifically in Section 8.3 below, there shall be applicable to the Transaction Documents and the transactions contemplated therein; and (xvii)Company has performed due diligence and background research on Investor and its affiliates including, without limitation, Jxxx X. Xxxx, and, to its satisfaction, has made inquiries with respect to all matters Company may consider relevant to the undertakings and relationships contemplated by the Transaction Documents including, among other things, the following: hxxx://xxxxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxx/stocks/people/person.asp?personId=7505107&ticker=UAHC; SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. Company, being aware of the matters described in subsection (xvii) above, acknowledges and agrees that such matters, or any similar matters, have been no events or circumstances bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information solely as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablereduce such obligation.

Company’s Representations and Warranties. The Company represents and warrants the following to Purchaser that as of the Closing DateEffective Date and as of the date of the Closing: 3.1 (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its state the State of incorporation and has the requisite Delaware, with full corporate power and authority to own its properties and to carry on conduct its business as it is now being conducted; 3.2 conducted to own or use the properties and assets that it purports to own or use. The Company is duly qualified to do business as a foreign corporation to do business and is in good standing under the laws of each state or other jurisdiction in each jurisdiction where which either the ownership or use of the properties owned or used by it, or the nature of the business activities conducted by it, requires such qualification. (b) The Company has the right and power to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; has taken or property owned by it makes such qualification necessary, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; 3.3 immediately will take prior to the Closing, the authorized capital of Closing all necessary corporate actions required for the Company consists of (i) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of enter into and perform its obligations under this Agreement, ; and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 Company has registered its Common Stock under Section 12(b) of the 1934 Act, and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 the Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute this Agreement constitutes the legal, valid and binding obligations obligation of Company the Company, enforceable in accordance with their its terms, except as such enforceability enforcement may be limited by general principles of equity whether applied in a court of law or to applicable a court of equity and by bankruptcy, insolvency, reorganization, moratorium, liquidation insolvency and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights generally. (c) The execution of this Agreement may be limited by applicable federal or state securities laws; 3.7 the execution and delivery of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and hereby will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (i) under, the Company’s formation documents certificate of incorporation or bylaws, each as currently now in effect, (ii) or any indenture, mortgage, deed of trustagreement, or other material agreement or instrument to which the Company is a party or by which it is bound. (d) The sale and issuance of the Shares will not require any notice to, action of, filing with or any of its properties consent, authorization, order or assets are bound, including, without limitationapproval from, any listing agreement for the Common Stock, or (iii) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, governmental entity or other governmental body having jurisdiction over Company person that has not already been provided or any of Company’s properties or assets; 3.8 assuming obtained, as the accuracy of case may be. Without limiting the representations of the Purchasers in Section 2 hereofforegoing, no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders or any lender of Company action is required to be obtained taken by the Company for to effect the sale and issuance of the Securities Shares under any state corporate or any other laws, rules or regulations that has not already been taken. The Company has not entered into any agreement to Purchaser pay commissions to any persons with respect to the purchase or sale of the Shares, except commissions for which the Company will be responsible. (e) The authorized capital of the Company consists solely of 95,000,000 authorized shares of common stock, and 5,000,000 shares of preferred stock. (f) The Shares, when issued, sold and delivered in accordance with the Transaction Documents terms of this Agreement for the Purchase Price, will be duly and validly issued, fully paid and non-assessable, issued in compliance with all applicable federal, state and foreign laws, free of any preemptive or the entering into similar rights that entitle or would entitle any person to acquire any shares of capital stock of the Transaction DocumentsCompany upon issuance thereof by the Company, except with respect to compliance with any applicable rules and free and clear of the New York Stock Exchange (“NYSE”) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereofall liens, all consentsmortgages, permits and approvals (governmental or otherwise) required for the executionsecurity interests, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby encumbrances (other than applicable securities laws restrictions), equities or claims. (g) The Company has timely filed all registration statements, prospectuses, forms, reports and documents required to be filed by it under the Shareholder ApprovalSecurities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, since December 31, 2004 (each a “Company SEC Filing,” and collectively the “Company SEC Filings”). Each Company SEC Filing (i) as of its date complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement(ii) have been duly obtained and are in full force and effect, except as would did not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were it was filed, contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; 3.11 Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none . Each of the Company or its subsidiaries is in violation of any such Lawconsolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Filings was prepared in accordance with generally accepted accounting principles applied (except as would notmay be indicated in the notes thereto and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and each presented fairly the consolidated financial position of the Company as of the respective date thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments.) The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements. (h) Except as disclosed in the Company SEC Filings, since December 31, 2007, the Company has conducted its business in the ordinary course, consistent with past practice, and there has not been: (i) any event, occurrence or development which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; 3.13 there is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation before or by any court, public board or body pending or, to material adverse effect on the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect on Company or its subsidiaries, taken as a whole, other than developments generally in the industries in which would adversely affect the validity or enforceability ofCompany operates its business, or provided that such developments have not disproportionately affected the authority or ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) in connection with the offer or sale of the Securities; (i) none of Company or any of its affiliates, nor any person acting on their behalf has, directly subsidiaries individually or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would (a) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and taken as a whole; or (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action event or steps development that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser nor any of its officers, directors, shareholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31, 2018, there have been no events or circumstances of any kind that have had or would, individually or in the aggregate have a Material Adverse Effect; provided that no event aggregate, reasonably be expected to prevent or circumstance disclosed in materially delay the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) performance of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicableCompany of its obligations hereunder.

Company’s Representations and Warranties. Company represents 9.1 General representations and warrants warranties (a) (power) it has power to Purchaser that as enter into, and comply with its obligations under, the Transaction Documents to which it is a party; 13 Cash Advance Facility Agreement HXXXX XXXXX YORK (b) (valid obligations) each of its obligations under the Transaction Documents to which it is a party constitute its binding obligations and are completely and lawfully enforceable against it in accordance with their terms; (c) (authorisations) it has in full force and effect the Authorisations necessary to enter into the Transaction Documents to which it is a party, comply with its obligations under them and allow them to be enforced; (d) (no contravention) it is not, and will not by entering into the Transaction Documents to which it is a party and the transactions under them, be in contravention of any law, regulation, obligation, undertaking, deed, warranty or any directive of any Governmental Agency; (e) (disclosure) it has fully disclosed in writing to the Financier all facts of which it has knowledge or which it possesses which are material to the Financier’s assessment of the Closing Date:nature and degree of risk undertaken by it in granting financial accommodation to the Company and in entering into the Transaction Documents; 3.1 (f) (accuracy of information) all information disclosed to the Financier by or on behalf of the Company in connection with the Transaction Documents (including disclosures through the due diligence referred to in the Letter of Offer and the Accounts and other financial information provided under clause 10.2) is not incorrect or misleading in any respect; (g) (no proceedings) there is no impending or threatened proceeding, suit enquiry or other action which may affect it or any of its assets before any tribunal, court, commission, or Governmental Agency; (h) (not trustee) it is not the trustee of any trust or settlement which has not been disclosed to the Financier in writing and agreed to by the Financier in writing; (i) (no material adverse change) there has been no material adverse change in its assets, accounting methods, financial position or trading position since the date on which it last submitted to the Financier any information in relation to its financial affairs; (j) (no Event of Insolvency) no Event of Insolvency has occurred or would be likely to occur as a result of any party (other than the Financier) entering into the Transaction Documents to which it is a corporation party and complying with its obligations under them; (k) (no Event of Default) no Event of Default or Potential Event of Default has occurred; (l) (corporate existence) if it is a corporation, it has been duly organized, incorporated as a company limited by shares under the Corporations Act and is validly existing and in good standing under the those laws of its state of incorporation and has the requisite corporate power to own its properties and authority to carry on its business as it is now being conducted; 3.2 Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where ; Cash Advance Facility Agreement HXXXX XXXXX YORK (m) (filings under the nature of the business conducted or property owned by Corporations Act) if it makes such qualification necessary, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of (i) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 Company has registered its Common Stock under Section 12(b) of the 1934 Act, and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 the Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 the execution and delivery of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (i) Company’s formation documents or bylaws, each as currently in effect, (ii) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which corporation, it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, or (iii) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance with the Transaction Documents or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange (“NYSE”) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; 3.11 Company has filed with ASIC all reports, schedules, forms, statements corporate notices and other documents as required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 there is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) in connection with the offer or sale of the Securities; (i) none of Company or any of its affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would (a) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser nor any of its officers, directors, shareholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31, 2018, there have been no events or circumstances of any kind that have had or would, individually or in the aggregate have a Material Adverse Effect; provided that no event or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse EffectCorporations Act and all such filings are complete and accurate; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicable.

Company’s Representations and Warranties. Company represents and warrants to Purchaser Investor that as of the Closing Effective Date: 3.1 : (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to do be so qualified would not reasonably be expected to have a material adverse effect on Borrower’s business, assets, properties, operations or financial condition or its ability to perform its obligations hereunder (a “Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of (i) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 ; (iii) Company has registered its Common Stock under Section 12(b12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 ; (v) this Agreement, the Note, the Security Agreement, the Subordination Agreement and the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation insolvency and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 general principles of equity; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, except as would not reasonably be expected to have a Material Adverse Effect, or (iiic) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, except as would not reasonably be expected to have a Material Adverse Effect; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance with the Transaction Documents Investor or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange ; (“NYSE”viii) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not materially misleading; 3.11 ; (ix) within the 12 months immediately preceding the date hereof, Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 ; (x) there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding person which would reasonably be expected to have a Material Adverse Effect on Effect; (xi) Company has not consummated any financing transaction that has not been disclosed in a periodic filing or which current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or similar payments that will or would adversely affect the validity become due and owing by Company to any person or enforceability of, entity as a result of this Agreement or the authority or ability of Company to perform its obligations undertransactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of the Transaction Documents; 3.14 neither Company, nor any other persons for fees of its affiliates, nor any person acting on its or their behalf, has engaged a type contemplated in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale transactions contemplated hereby and Company shall indemnify and hold harmless each of the Securities; (i) none of Company or any of its Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, nor any person acting on their behalf hasfrom and against all claims, directly or indirectlylosses, made any offers or sales damages, costs (including the costs of any security or solicited any offers to buy any security, under circumstances that would (apreparation and attorneys’ fees) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or expenses suffered in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser any such claimed Broker Fees; (xv) neither Investor nor any of its officers, directors, shareholdersstockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, 2018as set forth more specifically in Section 8.3 below, there shall be applicable to the Transaction Documents and the transactions contemplated therein; and (xvii) Company has performed due diligence and background research on Investor and its affiliates including, without limitation, Xxxx X. Xxxx, and, to its satisfaction, has made inquiries with respect to all matters Company may consider relevant to the undertakings and relationships contemplated by the Transaction Documents including, among other things, the following: xxxx://xxxxxxxxx.xxxxxxxxxxxx.xxx/research/stocks/people/person.asp?personId=7505107&ticker=UAHC; SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. Company, being aware of the matters described in subsection (xvii) above, acknowledges and agrees that such matters, or any similar matters, have been no events or circumstances bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablereduce such obligations.

Company’s Representations and Warranties. Company represents and warrants to Purchaser Investor that as of the Closing Date: 3.1 : (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where necessary and in which the failure to do so qualify would not reasonably be expected to have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, or results of operations of Company (a “Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of (i) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 ; (iii) Company has registered its Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary corporate actions have been taken; 3.6 ; (v) this Agreement, the Note, and the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies remedies; (vi) the execution, delivery and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited performance by applicable federal or state securities laws; 3.7 the execution and delivery Company of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not hereby and thereby will not conflict with or (x) result in a breach by Company of any violation of the terms organizational documents of Company, or provisions of(y) conflict with, or constitute a default under (ior an event which with notice or lapse of time or both would become a default) Company’s formation documents or bylaws, each as currently in effect, (ii) any indenture, mortgage, deed of trustunder, or other material agreement give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stockparty, or (iiiz) result in a violation of any existing applicable law, rule, regulation, order, judgment or regulation decree (including federal and state securities laws) applicable to Company, except in the case of clauses (y) and (z) above, for such conflicts, defaults, rights or any applicable decreeviolations which could not, judgmentindividually or in the aggregate, or order reasonably be expected to have a material adverse effect on the ability of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, to perform its obligations hereunder; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance with the Transaction Documents Investor or the entering into of the Transaction Documents; (viii) since January 29, except 2018, when Company completed its reverse merger transaction with respect to compliance with any applicable rules of the New York Stock Exchange (“NYSE”) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereofInnovate Biopharmaceutical Inc., all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; 3.11 ; (ix) since January 29, 2018, Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a waiver of such requirement or a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, ; (x) except as would notdisclosed in Company’s periodic and current reports with the SEC, individually or in the aggregate, have a Material Adverse Effect; 3.13 there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding that would reasonably be likely to have a Material Adverse Effect on Company or which would be reasonably likely to adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither Company; (xi) since January 28, 2018, Company has not consummated any financing transaction that has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Compa ny,” as such type of its affiliates, nor any person acting on its or their behalf, has engaged “issuer” is described in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 XxxRule 144(i)(1) in connection with the offer or sale of the Securities; (i) none of Company or any of its affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would (a) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or ; (bxiii) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Noteissued, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interestall liens, mortgageclaims, pledge, lien, claim, charge or other encumbrance of any kind charges and encumbrances; (other than as may be granted by or in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser nor any of its officers, directors, shareholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, xiv) in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; and (xv) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, 2018as set forth more specifically in Section 10.2 below, there have been no events or circumstances of any kind that have had or would, individually or in the aggregate have a Material Adverse Effect; provided that no event or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablethe Transaction Documents and the transactions contemplated therein.

Company’s Representations and Warranties. The Company represents makes the following representations and warrants to Purchaser that warranties on and as of the Closing Datedate hereof and as of the date of Closing, all of which will survive the Closing: 3.1 (a) The Company has not sustained since December 31, 2006 any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; and since the respective dates as of which information is given in the Official Statement, there have not been any material changes in the outstanding capital stock or the long-term debt of the Company or any material adverse change, or a corporation duly development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholder’s equity or results of operations of the Company, otherwise than as set forth or contemplated in the Official Statement. (b) The Company was organized, validly existing and is in good standing and subsists as a corporation under the laws of its state of incorporation the Commonwealth, with power (corporate and has the requisite corporate power other) to own its properties and to carry on conduct its business as now being conducted;described in the Official Statement. 3.2 Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of (ic) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock The First Mortgage Bonds have been duly authorized; and, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock when issued and outstanding and designated delivered as Series A Preferred Stock; 3.4 Company has registered its Common Stock under Section 12(b) of the 1934 Actcontemplated by this Bond Purchase Agreement, and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 each of the Transaction Documents and the transactions contemplated hereby and thereby, will have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 the Transaction Documents have been or will be at Closingexecuted, duly executed authenticated, issued and delivered by Company and will constitute the legal, valid and legally binding obligations of the Company enforceable in accordance with their terms, terms (except as such may be affected by Creditors’ Rights Limitations) entitled to the benefits provided by the Mortgage. (d) The Indenture of Mortgage has been duly authorized, executed and delivered by the Company, and the Forty-second Supplemental Mortgage has been duly authorized by the Company. When the Forty-second Supplemental Mortgage, in substantially the form approved by the Underwriter and Bond Counsel, has been executed and delivered by the Company and assuming due authorization and execution by the Mortgage Trustee, and recorded as required by law, the Mortgage will constitute a valid and legally binding instrument enforceable against the Company in accordance with its terms except as enforceability may be limited affected by general principles Creditors’ Rights Limitations; will constitute a direct, valid and enforceable first mortgage lien (except as enforceability of equity such lien may be affected by Creditors’ Rights Limitations) upon all of the properties and assets of the Company (not heretofore released as provided for in the Mortgage) specifically or generally described or referred to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, in the enforcement of applicable creditors’ rights and remedies and except Mortgage as being subject to the extent lien thereof, excepting permitted liens under the indemnification provisions contained in Mortgage and excepting property and assets that the Registration Rights Agreement may be limited Mortgage expressly excludes from the lien thereof; and will create a mortgage upon all properties and assets acquired by applicable federal or state securities laws; 3.7 the Company after the execution and delivery of the Transaction Documents by Forty-second Supplemental Mortgage and required to be subjected to the lien of the Mortgage pursuant thereto when so acquired, except for permitted liens under the Mortgage. The Indenture of Mortgage has been and the Forty-second Supplemental Mortgage will be duly filed, recorded or registered in each place in the Commonwealth in which such filing, recording or registration was or is required to protect and preserve the lien of the Mortgage; and all necessary approvals of regulatory authorities, commissions and other governmental bodies having jurisdiction over the Company required to subject the mortgaged properties and assets or trust estate (as defined in the Mortgage) to the lien of the Mortgage have been duly obtained. (e) With only such exceptions as are not material and do not interfere with the conduct of the business of the Company, the issuance Company has good and marketable title to all of Securities its real property currently held in accordance fee simple, and all of its other interests in real property (other than certain rights of way, easements, occupancy rights, riparian and flowage rights, licenses, leaseholds and real property interests of a similar nature). In each case such title is free and clear of all liens, encumbrances and defects except such as may be described in the Official Statement, the lien of the Mortgage, permitted liens under the Mortgage or such as do not materially affect the value of such property and do not interfere with the terms hereofuse made and proposed to be made of such property by the Company. Any real property and buildings held under lease by the Company are held by it under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company. (f) With only such exceptions as are not material and do not interfere with the conduct of the business of the Company, the Company has all licenses, franchises, permits, authorizations, rights, approvals, consents and orders of all governmental authorities or agencies necessary for the ownership or lease of the properties owned or leased by it and for the operation of the business carried on by it as described in the Official Statement, and all water rights, riparian rights, easements, rights of way and other similar interests and rights described or referred to in the consummation Mortgage necessary for the operation of the business carried on by it as described in the Official Statement. Except as otherwise set forth in the Official Statement, all such licenses, franchises, permits, orders, authorizations, rights, approvals and consents are in full force and effect and contain no unduly burdensome provisions. Except as otherwise set forth in the Official Statement, there are no legal or governmental proceedings pending or, to the knowledge of the Company after due inquiry, threatened that would result in a material modification, suspension or revocation thereof. The Company has the legal power to exercise the rights of eminent domain for the purposes of conducting its water utility operations. (g) The issue and sale of the Bonds, the issue and delivery of the First Mortgage Bonds and the compliance by the Company with all of the applicable provisions of the First Mortgage Bonds and the Mortgage and the execution, delivery and performance by the Company of the other transactions contemplated by Forty-second Supplemental Mortgage, the Transaction Documents do not Financing Agreement, this Bond Purchase Agreement and the Continuing Disclosure Agreement will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under under, or result in the creation or imposition of any lien, charge or encumbrance (iother than the lien of the Mortgage) Company’s formation documents upon any of the property or bylaws, each as currently in effect, (ii) assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company is a party or by which it the Company is bound or to which any of the property or assets of the Company are subject, nor will such action result in a violation of the provisions of the Articles of Incorporation, as amended, or the Bylaws of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties property. No consent, approval, authorization, order, registration or assets are bound, including, without limitation, qualification of or with any listing agreement for the Common Stock, or (iii) any existing applicable law, rule, or regulation court or any applicable decree, judgment, or order of any court, United States federal, state or foreign such regulatory body, administrative agency, authority or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders or any lender of Company (other than those already obtained) is required to be obtained by the Company for the issuance issue and sale of the Securities to Purchaser in accordance with Bonds, the Transaction Documents or the entering into issue and delivery of the Transaction DocumentsFirst Mortgage Bonds, except with respect to compliance with any applicable rules of the New York Stock Exchange (“NYSE”) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by the Company of this Bond Purchase Agreement, the Financing Agreement, the Forty-second Supplemental Mortgage, the First Mortgage Bonds and each Grantor the Continuing Disclosure Agreement, or the consummation by the Company of the other transactions contemplated by this Bond Purchase Agreement or the Mortgage, except for the issuance and registration by the Commonwealth Public Utility Commission of a Securities Certificate authorizing the incurring of the debt evidenced by the First Mortgage Bonds. (h) The Company has applied to the Pennsylvania Public Utility Commission for an order to authorize the issuance and delivery of the First Mortgage Bonds on terms not inconsistent with this Bond Purchase Agreement. (i) The Company is not a holding company, a registered holding company or an affiliate of a registered holding company within the meaning of the Public Utility Holding Company Act of 1935, as defined amended. (j) There are no legal or governmental proceedings pending to which the Company is a party or to which any property of the Company is subject, other than as set forth in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder ApprovalOfficial Statement, and any consentswherein an unfavorable ruling, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) decision or finding would have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have a material adverse effect on the businessfinancial position, condition stockholder’s equity or results of operations of the Company; and, to the best of the Company’s knowledge after due diligence, no such proceedings are threatened by governmental authorities or threatened by others. (financial k) The Project consists of either land or otherwiseproperty of a character subject to depreciation for federal income tax purposes and will be used to furnish water that is or will be made available to members of the general public (including electric utility, industrial, agricultural, or commercial users); the rates for the furnishing or sale of the water have been established or approved by a state or political subdivision thereof, operationsby an agency or instrumentality of the United States, performance or properties by a public service or public utility commission or other similar body of any state or political subdivision thereof; and all other information supplied by the Company to the Underwriter with respect to the exclusion from gross income pursuant to Section 103 of the Code of the interest on the Bonds is correct and complete. (l) The Company has not, within the immediately preceding ten (10) years, defaulted in the payment of principal or interest on any of its bonds, notes or other securities, or any legally authorized obligation issued by it. (m) The information with respect to the Company and its consolidated subsidiaries taken as a whole. 3.10 none the Project and the descriptions of Company’s filings with the SEC contained, at First Mortgage Bonds and the time they were filed, Mortgage contained in the Preliminary Official Statement and the Official Statement (including appendices A and B thereto) do not contain any untrue statement of a material fact or omitted omit to state any material fact required necessary to be stated therein or necessary in order to make the statements made thereinsuch information and descriptions, in the light of the circumstances under which they were made, not misleading; 3.11 Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 there is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) in connection with the offer or sale of the Securities; (i) none of Company or any of its affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would (a) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser nor any of its officers, directors, shareholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31, 2018, there have been no events or circumstances of any kind that have had or would, individually or in the aggregate have a Material Adverse Effect; provided that no event or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicable.

Company’s Representations and Warranties. Company represents and warrants to Purchaser Investor that as of the Closing Date: 3.1 : (1) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (2) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where necessary and for which the failure to do remain so qualified would not reasonably be expected to have a Material Adverse Effect; 3.3 immediately prior to material adverse effect on the Closingbusiness, the authorized capital operations or financial condition of the Company consists of Company; (i3) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 Company has registered its shares of common stock, $0.01 per share (the “Common Stock Stock”), under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (4) the Company has full power and authority to enter into each of the Transaction Documents and to incur and perform all obligations and covenants contained herein and therein, and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 ; (5) this Agreement, the Note, and the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 ; (6) the execution and delivery of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereof, Company and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents certificate of incorporation or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are boundbound the breach or default of which would reasonably be expected to have a material adverse effect on the business, including, without limitation, any listing agreement for operations or financial condition of the Common StockCompany, or (iiic) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, ; (7) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities Note to Purchaser in accordance with the Transaction Documents Investor or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange ; (“NYSE”) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 8) none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not materially misleading; 3.11 ; (9) Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 ; (10) there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding person that has not been disclosed in the Company’s public filings and which would reasonably be expected to have a Material Adverse Effect material adverse effect on Company the business, operations or which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any financial condition of the Transaction Documents; 3.14 neither Company; (11) Company has not consummated any financing transaction that has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act that was required to be disclosed therein; (12) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of its affiliates“issuer” is described in Rule 144(i)(1) under the 1933 Act; (13) there are no commissions, nor any person acting on its placement agent or their behalf, has engaged finder’s fees or similar payments (“Broker Fees”) or other fees of a type contemplated in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale of the Securities; (i) none of Company or any of its affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would (a) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval transactions contemplated hereby, and ; (ii14) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser neither Investor nor any of its officers, directors, shareholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; (15) Company has performed due diligence and background research on Investor and its affiliates including, 2018without limitation, there Jxxx X. Xxxx, and, to its satisfaction, has made inquiries with respect to all matters Company may consider relevant to the undertakings and relationships contemplated by the Transaction Documents including, among other things, the following: hxxx://xxxxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxx/stocks/people/person.asp?personId=7505107&ticker=UAHC;SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. In addition, Investor is involved in ongoing litigation with the SEC regarding broker-dealer registration (see SEC Civil Case No. 1:20-cv-05227 (N.D. Ill.)). Company, being aware of the matters described in subsection (xvi) above, acknowledges and agrees that such matters, or any similar matters, have been no events or circumstances bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify, offset or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablereduce such obligations.

Company’s Representations and Warranties. Except as set forth on the schedules delivered by the Company, Company represents and warrants to Purchaser Investor that as of the Closing Date: 3.1 : (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of ; (iiii) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 Company has registered its Common Stock under Section 12(b12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary corporate actions have been taken; 3.6 taken to authorize the same; (v) this Agreement, the Note, and the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except ; except: (a) as such enforceability may be limited by general equitable principles of equity or to and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation moratorium and other similar laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights and generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except to the extent the (c) insofar as indemnification and contribution provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 law, and (vi) the execution and delivery of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, or (iiic) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, ; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance with the Transaction Documents Investor or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange ; (“NYSE”viii) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; 3.11 ; (ix) within the last 12 months, Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 ; (x) there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect material adverse effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither Company; (xi) Company has not consummated any financing transaction that, if required to be disclosed, has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of its affiliates“issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, nor placement agent or finder’s fees or similar payments that will or would become due and owing by Company to any person acting or entity as a result of this Agreement or the transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer and Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on its or their behalf, has engaged behalf of other persons for fees of a type contemplated in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale of the Securities; (i) none of Company or any of its affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would (a) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval transactions contemplated hereby, and ; (iixiv) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares when issued pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interestall liens, mortgageclaims, pledgecharges and encumbrances, lien, claim, charge or other encumbrance except of any kind liens, claims, charges or encumbrances created by Investor; (other than as may be granted by or in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser xv) neither Investor nor any of its officers, directors, shareholdersstockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, 2018as set forth more specifically in Section 8.3 below, there shall be applicable to the Transaction Documents and the transactions contemplated therein; and (xvii) Company has performed due diligence and background research on Investor and its affiliates including, without limitation, Xxxx X. Xxxx, and, to its satisfaction, has made inquiries with respect to all matters Company may consider relevant to the undertakings and relationships contemplated by the Transaction Documents including, among other things, the following: xxxx://xxxxxxxxx.xxxxxxxxxxxx.xxx/research/stocks/people/person.asp?personId=7505107&ticker=UAHC; SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. Company, being aware of the matters described in subsection (xvii) above, acknowledges and agrees that such matters, or any similar matters, have been no events or circumstances bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information solely as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablereduce such obligations.

Company’s Representations and Warranties. Company represents and warrants to Purchaser Investor that as of the Closing Date: 3.1 : (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of ; (iiii) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 Company has registered its Common Stock under Section 12(b12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary corporate actions have been taken; 3.6 taken to authorize the same; (v) this Agreement, the Note, and the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except ; except: (a) as such enforceability may be limited by general equitable principles of equity or to and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation moratorium and other similar laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights and remedies and except generally, (b) as limited by laws relating to the extent the availability of specific performance, injunctive relief or other equitable remedies, and (c) insofar as indemnification and contribution provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 law; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, or (iiic) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, ; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance with the Transaction Documents Investor or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange ; (“NYSE”viii) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; 3.11 ; (ix) within the last 12 months, Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 ; (x) there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect material adverse effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither Company; (xi) Company has not consummated any financing transaction that, if required to be disclosed, has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of its affiliates“issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, nor placement agent or finder’s fees or similar payments that will or would become due and owing by Company to any person acting or entity as a result of this Agreement or the transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer and Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on its or their behalf, has engaged behalf of other persons for fees of a type contemplated in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale of the Securities; (i) none of Company or any of its affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would (a) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval transactions contemplated hereby, and ; (iixiv) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares when issued pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances, except for any security interestliens, mortgageclaims, pledge, lien, claim, charge charges or other encumbrance of any kind encumbrances created by Investor; (other than as may be granted by or in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser xv) neither Investor nor any of its officers, directors, shareholdersstockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, 2018as set forth more specifically in Section 8.3 below, there shall be applicable to the Transaction Documents and the transactions contemplated therein; and (xvii) Company has performed due diligence and background research on Investor and its affiliates including, without limitation, Xxxx X. Xxxx, and, to its satisfaction, has made inquiries with respect to all matters Company may consider relevant to the undertakings and relationships contemplated by the Transaction Documents including, among other things, the following: xxxx://xxxxxxxxx.xxxxxxxxxxxx.xxx/research/stocks/people/person.asp?personId=7505107&ticker=UAHC; SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. Company, being aware of the matters described in subsection (xvii) above, acknowledges and agrees that such matters, or any similar matters, have been no events or circumstances bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information solely as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablereduce such obligation.

Company’s Representations and Warranties. Company represents and warrants to Purchaser that as of the Closing Date: 3.1 Investor that: (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of ; (iiii) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 Company has registered its Common Stock under Section 12(b15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company Company; (v) this Agreement, the Note, the Warrant, and all necessary actions have been taken; 3.6 the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except subject as such to enforceability may be limited by only to general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 generally; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, including any listing agreement for the Common Stock, or (iiic) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, federal or state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, ; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance with the Transaction Documents or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange Investor; (“NYSE”viii) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; 3.11 ; (ix) Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 ; (x) Company and its subsidiaries conduct their business has not consummated any financing transaction that has not been disclosed in accordance a periodic filing with all applicable Laws and none of the SEC under the 1934 Act; (xi) Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or nor has been in the aggregatepast twelve (12) months, have a Material Adverse Effect; 3.13 there “Shell Company,” as such type of “issuer” is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged described in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 XxxRule 144(i)(1) in connection with the offer or sale of the Securities; (i) none of Company or any of its affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would (a) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause is in compliance with Rule 144(i)(2) under the offering 1933 Act; (xii) with respect to any commissions, placement agent or finder’s fees or similar payments that will or would become due and owing by Company to any person or entity as a result of this Agreement or the transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiii) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this subsection that may be due in connection with the transactions contemplated hereby and Company shall indemnify and hold harmless each of Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorneys’ fees) and expenses suffered in respect of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue such claimed or existing Broker Fees; (xiv) when issued, the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Warrant Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interestall liens, mortgageclaims, pledge, lien, claim, charge or other encumbrance of any kind charges and encumbrances; (other than as may be granted by or in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser xv) neither Investor nor any of its officers, directors, shareholdersstockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; and (xvi) Company has performed due diligence and background research on Investor and its affiliates including, 2018without limitation, there Xxxx X. Xxxx, and, to its satisfaction, has made inquiries with respect to all matters Company may consider relevant to the undertakings and relationships contemplated by the Transaction Documents including, among other things, the following: xxxx://xxxxxxxxx.xxxxxxxxxxxx.xxx/research/stocks/people/person.asp?personId=7505107&ticker=UAHC;SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. Company, being aware of the matters described in subsection (xvi) above, acknowledges and agrees that such matters, or any similar matters, have been no events or circumstances bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablereduce such obligations.

Company’s Representations and Warranties. Company represents and warrants to Purchaser Investor that as of the each Closing Date: 3.1 : (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to do so would could not reasonably be expected to have a material adverse effect on the business or operations of Company (a “Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of (i) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 ; (iii) Company has registered its Common Stock under Section 12(b12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 ; (v) this Agreement, the Notes, and the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratoriumliquidation, liquidation and moratorium or other similar laws of general application and equitable principles relating to, to or affecting generally, the enforcement of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 rights; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of the Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, or (iiic) any existing material requirement under applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, ; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance with the Transaction Documents Investor or the entering into of the Transaction Documents, Documents (except (x) such governmental approvals which have already been obtained and are in full force and effect (or are being obtained substantially concurrently with respect to compliance with any applicable rules the issuance of the New York Stock Exchange (“NYSE”Notes or as required by the terms of the Transaction Documents) and applicable New Jersey laws; 3.9 assuming the accuracy (y) filings and recordings in respect of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor Liens (as defined in the Security Agreement) of created pursuant to the applicable Transaction Documents and the transactions contemplated thereby Documents); (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreementviii) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, as of the each date made, in light of the circumstances under which they were made, not materially misleading; 3.11 ; (ix) Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 ; (x) there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect on Effect; (xi) Company has not consummated any financing transaction that has not been disclosed in a periodic filing or which current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or similar payments that will or would adversely affect the validity become due and owing by Company to any person or enforceability of, entity as a result of this Agreement or the authority or ability of Company to perform its obligations undertransactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of the Transaction Documents; 3.14 neither Company, nor any other persons for fees of its affiliates, nor any person acting on its or their behalf, has engaged a type contemplated in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale transactions contemplated hereby and Company shall indemnify and hold harmless each of the Securities; (i) none of Company or any of its Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, nor any person acting on their behalf hasfrom and against all claims, directly or indirectlylosses, made any offers or sales damages, costs (including the reasonably and documented out-of-pocket costs of any security or solicited any offers to buy any security, under circumstances that would (apreparation and attorneys’ fees) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or expenses suffered in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser any such claimed Broker Fees; (xv) neither Investor nor any of its officers, directors, shareholdersstockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, 2018as set forth more specifically in Section 8.1 below, there shall be applicable to the Transaction Documents and the transactions contemplated therein; (xvii) Company acknowledges that Investor is not registered as a ‘dealer’ under the 1934 Act; and (xviii) Company has performed due diligence and background research on Investor and its affiliates and has received and reviewed the due diligence packet provided by Investor. Company, being aware of the matters and legal issues described in subsections (xvii) and (xviii) above, acknowledges and agrees that such matters, or any similar matters, have been no events bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information or circumstances legal theory as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify, reduce, rescind or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablevoid such obligations.

Company’s Representations and Warranties. Company represents and warrants to Purchaser Investor that as of the Closing Date: 3.1 : (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to do be so qualified would not reasonably be expected to have a material adverse effect on Borrower’s business, assets, properties, operations or financial condition or its ability to perform its obligations hereunder (a “Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of (i) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 ; (iii) Company has registered its Common Stock under Section 12(b12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 ; (v) this Agreement, the Interest, and the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation insolvency and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 general principles of equity; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of Securities the Interest in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, except as would not reasonably be expected to have a Material Adverse Effect, or (iiic) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, except as would not reasonably be expected to have a Material Adverse Effect; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities Interest to Purchaser in accordance with the Transaction Documents Investor or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange ; (“NYSE”viii) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not materially misleading; 3.11 ; (ix) within the 12 months immediately preceding the date hereof, Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 ; (x) there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding person which would reasonably be expected to have a Material Adverse Effect on Effect; (xi) Company has not consummated any financing transaction that has not been disclosed in a periodic filing or which current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or similar payments that will or would adversely affect the validity become due and owing by Company to any person or enforceability of, entity as a result of this Agreement or the authority or ability of Company to perform its obligations undertransactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of the Transaction Documents; 3.14 neither Company, nor any other persons for fees of its affiliates, nor any person acting on its or their behalf, has engaged a type contemplated in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale transactions contemplated hereby and Company shall indemnify and hold harmless each of the Securities; (i) none of Company or any of its Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, nor any person acting on their behalf hasfrom and against all claims, directly or indirectlylosses, made any offers or sales damages, costs (including the costs of any security or solicited any offers to buy any security, under circumstances that would (apreparation and attorneys’ fees) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or expenses suffered in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser any such claimed Broker Fees; (xv) neither Investor nor any of its officers, directors, shareholdersstockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, 2018as set forth more specifically in Section 8.3 below, there shall be applicable to the Transaction Documents and the transactions contemplated therein; (xvii) Company acknowledges that Investor is not registered as a ‘dealer’ under the 1934 Act; and (xviii) Company has performed due diligence and background research on Investor and its affiliates and has received and reviewed the due diligence packet provided by Investor. Company, being aware of the matters and legal issues described in subsections (xvii) and (xviii) above, acknowledges and agrees that such matters, or any similar matters, have been no events bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information or circumstances legal theory as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify, reduce, rescind or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablevoid such obligations.

Company’s Representations and Warranties. Company represents and warrants to Purchaser Investor that as of the Closing Date: 3.1 : (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where necessary and for which the failure to do remain so qualified would not reasonably be expected to have a Material Adverse Effect; 3.3 immediately prior to material adverse effect on the Closingbusiness, the authorized capital operations or financial condition of the Company consists of Company; (iiii) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 Company has registered its Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 ; (v) this Agreement, the Note, and the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 ; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of the Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (ia) Company’s formation documents or bylaws, each as currently in effect, (iib) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, the breach or default of which would reasonably be expected to have a material adverse effect on the business, operations or financial condition of the Company, or (iiic) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, ; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance with the Transaction Documents Investor or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange ; (“NYSE”viii) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not materially misleading; 3.11 ; (ix) Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 ; (x) there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, that has not been disclosed in the Company’s public filings and wherein an unfavorable decision, ruling or finding would be reasonably expected to have a Material Adverse Effect material adverse effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither Company; (xi) Company has not consummated any financing transaction that has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of its affiliates“issuer” is described in Rule 144(i)(1) under the 1933 Act that was required to be disclosed therein; (xiii) with respect to any commissions, nor placement agent or finder’s fees or similar payments that will or would become due and owing by Company to any person acting or entity as a result of this Agreement or the transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on its or their behalf, has engaged behalf of other persons for fees of a type contemplated in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) this subsection that may be due in connection with the offer or sale transactions contemplated hereby and Company shall indemnify and hold harmless each of the Securities; (i) none of Company or any of its Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, nor any person acting on their behalf hasfrom and against all claims, directly or indirectlylosses, made any offers or sales damages, costs (including the costs of any security or solicited any offers to buy any security, under circumstances that would (apreparation and reasonable attorneys’ fees) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or expenses suffered in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser any such claimed Broker Fees; (xv) neither Investor nor any of its officers, directors, shareholdersstockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, 2018as set forth more specifically in Section 9.2 below, there shall be applicable to the Transaction Documents and the transactions contemplated therein; (xvii) Company acknowledges that Investor is not registered as a ‘dealer’ under the 1934 Act; and (xviii) Company has performed due diligence and background research on Investor and its affiliates and has received and reviewed the due diligence packet provided by Investor. Company, being aware of the matters and legal issues described in subsections (xvii) and (xviii) above, acknowledges and agrees that such matters, or any similar matters, have been no events bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information or circumstances legal theory as a defense to performance of any kind that have had or would, individually its obligations under the Transaction Documents or in the aggregate have a Material Adverse Effect; provided that no event any attempt to avoid, modify, reduce, rescind or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablevoid such obligations.

Company’s Representations and Warranties. Company represents and warrants to Purchaser Investor that as of the Closing Date: 3.1 : (%4) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 ; (%4) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, except where necessary and in which the failure to do so qualify would not reasonably be expected to have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, or results of operations of Company (a “Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of (i) 500,000,000 shares of Common Stock, of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 ; (%4) Company has registered its Common Stock under Section 12(b12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 ; (%4) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary corporate actions have been taken; 3.6 ; (%4) this Agreement, the Note, and the other Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies remedies; (%4) the execution, delivery and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited performance by applicable federal or state securities laws; 3.7 the execution and delivery Company of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not hereby and thereby will not conflict with or (x) result in a breach by Company of any violation of the terms organizational documents of Company, or provisions of(y) conflict with, or constitute a default under (ior an event which with notice or lapse of time or both would become a default) Company’s formation documents or bylaws, each as currently in effect, (ii) any indenture, mortgage, deed of trustunder, or other material agreement give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stockparty, or (iiiz) result in a violation of any existing applicable law, rule, regulation, order, judgment or regulation decree (including federal and state securities laws) applicable to Company, except in the case of clauses (y) and (z) above, for such conflicts, defaults, rights or any applicable decreeviolations which could not, judgmentindividually or in the aggregate, or order reasonably be expected to have a material adverse effect on the ability of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, to perform its obligations hereunder; (%4) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance with the Transaction Documents Investor or the entering into of the Transaction Documents; (%4) since January 29, except 2018, when Company completed its reverse merger transaction with respect to compliance with any applicable rules of the New York Stock Exchange (“NYSE”) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereofInnovate Biopharmaceutical Inc., all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; 3.11 ; (%4) since January 29, 2018, Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a waiver of such requirement or a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Law, in each case, ; (%4) except as would notdisclosed in Company’s periodic and current reports with the SEC, individually or in the aggregate, have a Material Adverse Effect; 3.13 there is no claim, action, suit, proceeding, arbitration, complaint, charge inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding that would reasonably be likely to have a Material Adverse Effect on Company or which would be reasonably likely to adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither Company; (%4) since January 28, 2018, Company has not consummated any financing transaction that has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (%4) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of its affiliates, nor any person acting on its or their behalf, has engaged “issuer” is described in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 XxxRule 144(i)(1) in connection with the offer or sale of the Securities; (i) none of Company or any of its affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would (a) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or ; (b%4) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Noteissued, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interestall liens, mortgageclaims, pledge, lien, claim, charge or other encumbrance of any kind charges and encumbrances; (other than as may be granted by or in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser nor any of its officers, directors, shareholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, %4) in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31; and (%4) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, 2018as set forth more specifically in Section 10.2 below, there have been no events or circumstances of any kind that have had or would, individually or in the aggregate have a Material Adverse Effect; provided that no event or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicablethe Transaction Documents and the transactions contemplated therein.

Company’s Representations and Warranties. The Company represents and warrants to Purchaser that the Administrative Agent, the Co-Agents, the Issuing Bank and the Banks that: (a) the representations and warranties made by the Company in the Credit Agreement and by each Obligor in each of the other Basic Documents to which it is a party were true and correct when made; (b) the representations and warranties made by the Company in Section 7 of the Credit Agreement and by each Obligor in each of the other Basic Documents to which it is a party are true and correct as of the Closing Date: 3.1 Company date of effectiveness of this Amendment as if made on such date (or, if any such representation and warranty is expressly stated to have been made as of a corporation duly organizedspecific date, validly existing and in good standing under the laws as of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; 3.2 Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessaryspecific date), except where failure to do so would not reasonably be expected to have a Material Adverse Effect; 3.3 immediately prior to that, solely for the Closingpurpose of this Section 9(b), the authorized capital of the Company consists of (i) 500,000,000 shares the representations and warranties made by the Company in Section 7.02 of Common Stock, of which 31,497,850 will the Credit Agreement shall be reserved for issuance deemed to be made with respect to the most recent audited and unaudited financial statements delivered by the Company pursuant to Section 8.01 of the terms of this Credit Agreement, and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All all references in Section 7 of the outstanding shares Credit Agreement to Schedule(s) I, III, V and VI to the Credit Agreement shall be deemed to refer to the updated schedules attached as Schedule(s) I, III, V and VI to this Amendment and (iii) all of Common Stock the Convertible Debentures have been duly authorized, redeemed or converted and none are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stockoutstanding; 3.4 Company (c) upon the date of effectiveness of this Amendment no Default under the Credit Agreement has registered its Common Stock under Section 12(b) of the 1934 Act, occurred and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Actcontinuing; 3.5 each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 the Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute (d) this Amendment constitutes the legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and moratorium or other similar laws relating to, to or affecting generally, the enforcement limiting creditors' rights generally or by equitable principles relating to enforceability; and (e) none of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 the execution and delivery by the Company of this Amendment, the execution and delivery by each Guarantor or Pledgor of each Consent referred to in Section 10(b) of this Amendment, the consummation of the Transaction Documents transactions contemplated by Companythis Amendment, the issuance of Securities in accordance nor compliance with the terms hereof, and the consummation by Company of the other transactions contemplated by Basic Documents (as so amended and so confirmed), (A) does or will (i) conflict with, violate any provision of, or require any consent under, the Transaction Documents do not and will not charter or by-laws of the Company or any Active Subsidiary, (ii) violate any applicable Governmental Rule or conflict with or with, result in a breach by Company of any of the terms or provisions of, require any consent under or constitute a default under (i) Company’s formation documents or bylaws, each as currently in effect, (ii) any indenture, mortgage, deed of trust, or other material agreement or instrument (other than the Basic Documents) to which the Company or any Active Subsidiary is a party or by which it any of them or any of its properties their Property is bound or assets are boundto which any of them is subject, including(iii) constitute a default under, without limitationor result in the acceleration or mandatory prepayment of, any listing indebtedness evidenced by or termination of any such agreement for the Common Stockor instrument, or (iiiiv) any existing applicable law, rule, result in the creation or regulation or any applicable decree, judgment, or order imposition of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or Lien upon any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance with the Transaction Documents or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange (“NYSE”) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; 3.11 Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none Property of the Company or its subsidiaries is in violation any Active Subsidiary pursuant to the terms of any such Lawagreement or instrument, in each casecase which violation, except as would notconflict, individually breach, default, Lien or in the aggregate, have a Material Adverse Effect; 3.13 there is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation before or by any court, public board or body pending or, failure to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding obtain consent would have a Material Adverse Effect on Company or which would adversely affect (B) does or will result in a breach of or constitute a default under the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) in connection with the offer or sale of the Securities; (i) none of Company Credit Agreement or any of its affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would (a) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser nor any of its officers, directors, shareholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31, 2018, there have been no events or circumstances of any kind that have had or would, individually or in the aggregate have a Material Adverse Effect; provided that no event or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicableBasic Document.

Company’s Representations and Warranties. Company represents and warrants to Purchaser that Seller as follows: (a) The consummation of the Closing Date: 3.1 Company transaction contemplated hereby is a corporation duly organizedlawfully permitted by, validly existing and does not violate in good standing under any way, the laws provisions of its state Sections 302A.551 and .553 of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conductedMinnesota Statutes; 3.2 Company is (b) Company’s board of directors (excluding Xxxxxxxxx Xxx, who has recused himself from participating in the board’s decision-making process with respect to this Agreement and the transaction contemplated by this Agreement) (the “Board”), at a meeting duly qualified as a foreign corporation to do business called and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessaryheld, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; 3.3 immediately prior to the Closing, the authorized capital of the Company consists of has unanimously (i) 500,000,000 shares determined that this Agreement and the consummation of Common Stock, the transaction contemplated by this Agreement are fair and in the best interests of which 31,497,850 will be reserved for issuance pursuant to the terms of this Agreement, Company’s stockholders and (ii) and 60,000,000 shares of preferred stock (the “Preferred Stock”). As of May 16, 2019, there were 43,000,688 shares of Common Stock issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. As of May 16, 2019 the Company held 627,254 shares of Common Stock in its treasury. As of May 16, 2019, there were 2,000,000 shares of Preferred Stock issued and outstanding and designated as Series A Preferred Stock; 3.4 Company has registered its Common Stock under Section 12(b) of the 1934 Act, and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; 3.5 each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; 3.6 the Transaction Documents have been or will be at Closing, duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws; 3.7 approved the execution and delivery of this Agreement and the Transaction Documents by transaction contemplated hereby; (c) Company has full power, right and authority to enter into and perform its obligations hereunder, and upon Company’s execution and delivery of this Agreement, this Agreement will constitute the legal, valid, and binding obligations of Company, the issuance of Securities enforceable against Company in accordance with the terms hereof; (d) Company has received (i) a written opinion, satisfactory to Seller in form and substance, of Xxxxxxx Xxxxx (the “Financial Advisor”) addressed to the Board to the effect that, as of the Closing Date, the Purchase Price to be paid to Seller for the Shares is fair, from a financial point of view, to Company, and (ii) a favorable written opinion, satisfactory to Seller in form and substance, of the Financial Advisor addressed to the Board, that immediately after giving effect to the consummation of the transaction contemplated by this Agreement and any indebtedness incurred by Company or an affiliate thereof in connection herewith, (1) the Company should be able to pay its existing and disclosed debts as they become absolute and mature and as they become due in the usual course of business considering all financing alternatives and potential asset sales reasonably available to the Company; (2) on a pro forma basis, the fair value and present fair saleable value of the Company’s assets would exceed the Company’s stated liabilities and identified contingent liabilities by more than its stated capital; and (3) the capital remaining in the Company after the transaction would not be unreasonably low for the business in which the Company is engaged as its management has indicated it is now conducted and is proposed to be conducted following the consummation of the transaction. (e) True and complete copies of the opinions (but not the underlying analyses) referenced in Section 4(d) hereof have been provided to Seller; and (f) Company has timely filed with or otherwise furnished (as applicable) to the U.S. Securities Exchange Commission, all reports, forms, statements, and other documents required to be filed or furnished under the Securities Act of 1933, as amended (the “Securities Act”), and the consummation by Company Securities Exchange Act of 1934, as amended (the other transactions contemplated by “Exchange Act”), from June 1, 2007 (collectively, the Transaction Documents do not and will not conflict with “SEC Documents”). Each SEC Document filed or result in a breach by Company of any of the terms or provisions of, or constitute a default furnished under (i) Company’s formation documents or bylaws, each as currently in effect, (ii) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, or (iii) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; 3.8 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Purchaser in accordance with the Transaction Documents or the entering into of the Transaction Documents, except with respect to compliance with any applicable rules of the New York Stock Exchange (“NYSE”) and applicable New Jersey laws; 3.9 assuming the accuracy of the representations of the Purchasers in Section 2 hereof, all consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by Company and each Grantor (as defined in the Security Agreement) of the Transaction Documents Act and the transactions contemplated thereby (other than the Shareholder Approval, and any consents, permits and approvals required to effect the registration requirements under the Registration Rights Agreement) have been duly obtained and are in full force and effect, except as would not, individually or in the aggregate, have material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Company and its consolidated subsidiaries taken as a whole. 3.10 none of Company’s filings with the SEC containedExchange Act, at the time they were filedof its filing or being furnished (or, if amended, as of the date of the last amendment), complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable. As of their respective dates, the SEC Documents filed pursuant to the Securities Act or the Exchange Act did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; 3.11 . Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration is not in possession of any such extension; 3.12 Company and its subsidiaries conduct their business in accordance with all applicable Laws and none of the Company or its subsidiaries is in violation of any such Lawmaterial, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect; 3.13 there is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; 3.14 neither Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D of the 0000 Xxx) in connection with the offer or sale of the Securities; (i) none of nonpublic information regarding Company or any of its affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances subsidiaries that would (a) require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or (b) cause this offering of Securities to require approval of shareholders of Company for the purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of Company are listed or designated for quotation, except the Shareholder Approval contemplated hereby, and (ii) other than as set forth in the Registration Rights Agreement, none of Company, its affiliates nor any person acting on their behalf will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities has been required to be integrated with other offerings of securities of Company; 3.16 Company understands and acknowledges that its obligations to issue the Conversion Shares pursuant publicly disclosed prior to the terms date of the Notes in accordance with this Agreement and the Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of Company; 3.17 when issued upon conversion of a Note in accordance with the terms of such Note, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance of any kind (other than as may be granted by or in respect of the applicable Purchaser); 3.18 the Common Stock shall be listed or quoted for trading on NYSE; 3.19 no Purchaser nor any of its officers, directors, shareholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of each Purchaser or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; 3.20 since December 31, 2018, there have been no events or circumstances of any kind that have had or would, individually or in the aggregate have a Material Adverse Effect; provided that no event or circumstance disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, nor any events or circumstances occurring in connection with the FPD Sale shall be deemed to result or have resulted in a Material Adverse Effect; and 3.21 no “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the 1933 Act (a “Disqualification Event”) is applicable to Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii) to (iv) or (d)(3) is applicableso disclosed.