Common use of Due Organization, Authorization; Power and Authority Clause in Contracts

Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing in the State of Nevada, being its jurisdiction of formation, and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization; Power and Authority. Borrower (a) Such Loan Party (i) is duly organized or formed, validly existing and in good standing as a Registered Organization in the State of Nevada, being its jurisdiction of formation, (ii) has all requisite power and authority and all requisite governmental licenses, permits, registrations, authorizations, consents and approvals to (x) own or lease its assets and carry on its business, and (y) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (iii) is duly qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property and other assets or business which it is engaged in requires that it be qualified except except, in the case of this clause (iii), where the failure to do so could not reasonably be expected to have a Material Adverse ChangeEffect. If Borrower The copy of the Operating Documents of each Loan Party provided to the Lender pursuant to the terms of this Agreement is not now a Registered Organization but later becomes onetrue and correct copy of each such document, Borrower shall promptly notify Lender each of such occurrence which is valid and provide Lender with Borrower’s organizational identification number. in full force and effect. (b) The execution, delivery and performance by Borrower each Loan Party of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Loan Party’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Loan Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect and filings necessary to perfect the security interests granted hereunder), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower such Loan Party is bound. Borrower Except as set forth on Schedule 1, no Loan Party is not in default under any material agreement to which it is a party or by which it is bound bound. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (i) the grant by any Loan Party of the Liens granted by it pursuant to the Loan Documents, (ii) the perfection or maintenance of the Liens created under the Loan Documents (including the first priority nature thereof) or (iii) the exercise by the Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Loan Documents, other than (x) authorizations, approvals, actions, notices and filings which have been duly obtained and (y) filings to perfect the default could reasonably be expected Liens created by the Loan Documents. (d) This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by the Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against the Loan Party that is party thereto in accordance with its terms, subject to have a Material Adverse Changeapplicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified qualified, except where the for such states as to which any failure to do so could qualify would not reasonably be expected to have a Material Adverse Change. If . (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. (d) No Default or Event of Default has occurred and is continuing, nor shall either result from the making of a requested Credit Extension. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party Material Contract. (e) Since December 31, 2019, there has been no development or by which it is bound in which the default could event that has had or would reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization; Power and Authority. Borrower (a) Such Loan Party (i) is duly organized, validly existing and in good standing as a Registered Organization in the State of Nevada, being its jurisdiction of formationformation and (ii) has all requisite power and authority and all requisite governmental licenses, permits, registrations, authorizations, consents and approvals to (x) own or lease its assets and carry on its business, and (y) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except for and filings necessary to perfect the security interests granted hereunder, and (iii) is duly qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property and other assets or business which it is engaged in requires that it be qualified except except, in the case of clauses (ii) and (iii), where the failure to do so could would not reasonably be expected to have a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with Borrower’s organizational identification number. Effect. (b) The execution, delivery and performance by Borrower such Loan Party of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Loan Party’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Loan Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect and filings necessary to perfect the security interests granted hereunder), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower such Loan Party is bound, except, in the case of clauses (ii) through (iv), where such contravention, conflict, default, breach, violation, termination, acceleration or failure to take such action, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Borrower Such Loan Party is not in default under any agreement to which it is a party or by which it is bound in which the default could would reasonably be expected to have a Material Adverse ChangeEffect. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, except for (i) such approvals, consents, exemptions, authorizations, actions or notices that have been duly obtained, taken or made and in full force and effect, (ii) approvals, consents, exemptions, authorizations, actions or notices the failure of which to be obtained, taken or made would not reasonably be expected to have a Material Adverse Effect and (iii) filings to perfect the Liens created by the Loan Documents. (d) This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so executed and delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing in any other jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the First Amendment Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower Xxxxxxxx and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound, or applicable consents or waivers have been obtained. Neither Borrower is not nor any of its Subsidiaries are in default under any material agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations (taken as a whole).

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Agent of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower Bxxxxxxx and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower Xxxxxxxx and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified qualified, except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery delivery, and performance by Borrower Bxxxxxxx and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party they are parties have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under under, or violate any material Requirement of Applicable Law, (iii) contravene, conflict with, or violate any applicable order, writ, judgment, injunction, decree, determination determination, or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) and except as could not reasonably be expected to have a material adverse effect on Borrower’s business or operations, or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of the Guarantors are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of the Guarantors’ business or operations.

Due Organization, Authorization; Power and Authority. (a) Each Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could would not reasonably be expected to have a Material Adverse Change. If Borrower Effect. (b) All information set forth on the Perfection Certificate pertaining to Borrowers and each of their Subsidiaries is not now a Registered Organization but later becomes onetrue and correct in all material respects (it being understood and agreed that Borrowers may from time to time, Borrower after the Effective Date, update certain information in the Perfection Certificate and the Perfection Certificate shall promptly notify Lender of be deemed to be updated when such occurrence and provide Lender with Borrower’s organizational identification number. updated Perfection Certificate is delivered to Bank). (c) The execution, delivery and performance by each Borrower and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Borrower or any of its Subsidiaries such Subsidiary or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which such Borrower or such Subsidiary is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could would reasonably be expected to have a Material Adverse ChangeEffect.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing in as a Registered Organization (or, solely with respect to Subsidiaries, under the State law of Nevada, being its jurisdiction of formation, incorporation) in their respective jurisdiction of formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable material order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such action, filing, registration or qualification with, or Governmental Approvals Approvals, which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. Borrower The Company and each of its Subsidiaries is duly existing and in good standing in its jurisdictions of organization or formation and the State Company and each of Nevada, being its jurisdiction of formation, and Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with Borrower’s organizational identification numberEffect. The execution, delivery and performance by Borrower the Company of the Loan Transaction Documents and Specified Letter of Credit to which it is a party have been duly authorized, do not and do will not (i) conflict with the Company’s or any of Borrower’s its Subsidiaries’ organizational documents, including their respective certificate of incorporation and bylaws, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower the Company, or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, notice to or qualification with, or Governmental Approval from, any Governmental Authority or any other Person (except for such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a an event of default or material breach under, or result in or permit under any Material Agreement by which the termination or acceleration ofCompany, any material agreement by which Borrower of its Subsidiaries or any of their respective properties, is bound. Borrower Neither the Company nor any of its Subsidiaries is not in default or material breach under any agreement Material Agreement to which it is a party or by which it or any of its assets is bound in which the such default could reasonably be expected to have a Material Adverse ChangeEffect. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by the this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business and operations (taken as a whole). (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower Xxxxxxxx and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound, except, in the case of clauses (ii), (iv) or (v), where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s and its Subsidiaries’ business and operations (taken as a whole). Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s and of its Subsidiaries’ business and operations (taken as a whole).

Due Organization, Authorization; Power and Authority. Borrower (a) It is duly existing and in good standing standing, as a Registered Organization in the State of Nevada, being its jurisdiction of formationformation or, in the case of any Credit Party formed outside the United States or any political subdivision thereof, incorporated, existing and in good standing as a limited company under the laws of its jurisdiction of incorporation. It is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have result in a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Financing Documents and Specified Letter of Credit to which it is a party have been duly authorized, executed and delivered by it and constitute legal, valid and binding agreements enforceable in accordance with their terms except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles, and, for any Foreign Security Document, as the enforceability thereof may be limited by the Reservations. The execution, delivery and performance by it of each Financing Document executed or to be executed by it is in each case within its powers. (b) The execution, delivery and performance by it of the Financing Documents to which it is a party do not (i) conflict with any of Borrower’s its organizational documents, ; (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, Law applicable to it; (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower it or any of its Subsidiaries or any of their property or assets may be bound or affected, ; (iv) require any action by, filing, registration, or qualification with, or Governmental Approval Required Permit from, any Governmental Authority (except (i) such Governmental Approvals Required Permits which have already been obtained and are in full force and effect and (ii) in the case of the Scottish Security Documents, registration with the Registrar of Companies for Scotland and, where appropriate, with the Land Register for Scotland); or (v) conflict with, contravene, constitute a default under or breach under, or result in or permit the termination or acceleration of, conflict with any material agreement by Material Agreement to which Borrower it is bounda party. Borrower It is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have result in a Material Adverse Change.

Due Organization, Authorization; Power and Authority. Borrower (i) The Company and each of its Subsidiaries is duly existing and in good standing in its jurisdictions of organization or formation and the State Company and each of Nevada, being its jurisdiction of formation, and Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with Borrower’s organizational identification number. Effect. (ii) The execution, delivery and performance by Borrower the Company and its Subsidiaries, as applicable, of the Loan Transaction Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not and will not (iA) conflict with the Company’s or any of Borrower’s its Subsidiaries’ organizational documents, including their respective certificate of incorporation and bylaws, (iiB) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable thereto, (iiiC) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower the Company, or any of its Subsidiaries or any of their property or assets may be bound or affected, (ivD) require any action by, filing, registration, notice to or qualification with, or Governmental Approval from, any Governmental Authority or any other Person (except for such Governmental Approvals which have already been obtained and are in full force and effect effect), or (vE) conflict with, contravene, constitute a an event of default or material breach under, or result in or permit under any Material Agreement by which the termination or acceleration ofCompany, any material agreement by which Borrower of its Subsidiaries or any of their respective properties, is bound. Borrower Neither the Company nor any of its Subsidiaries is not in default or material breach under any agreement Material Agreement to which it is a party or by which it or any of its assets is bound in which the such default could reasonably be expected to have a Material Adverse ChangeEffect. (iii) Each of the Company and its Subsidiaries, as applicable, has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and, except for the Shareholder Approval, no further action is required by the Company, the Board of Directors or the Company’s shareholders in connection herewith or therewith.

Due Organization, Authorization; Power and Authority. (A) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (B) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Agent and Lenders of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (C) The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower Bxxxxxxx and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. (d) No Default or Event of Default has occurred and is continuing, nor shall either result from the making of a requested Credit Extension. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement Material Contract to which it is the extent such default would be reasonably expected to have a party Material Adverse Change. (e) Since April 2, 2023, there has been no development or by which it is bound in which the default could event that has had or would reasonably be expected to have a Material Adverse ChangeChange (other than as previously disclosed to the Bank or disclosed or included in any public filing prior to the Effective Date).

Due Organization, Authorization; Power and Authority. Borrower The Company and each of its Subsidiaries is duly existing and in good standing in its jurisdictions of organization or formation and the State Company and each of Nevada, being its jurisdiction of formation, and Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business businesses or its ownership of property requires that it be qualified so qualified, except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with Borrower’s organizational identification numberEffect. The execution, delivery and performance by Borrower the Company of the Loan Transaction Documents and Specified Letter of Credit to which it is a party have been duly authorized, do not and do will not (i) conflict with the Company’s or any of Borrower’s its Subsidiaries’ organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower the Company, or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, notice to or qualification with, or Governmental Approval from, any Governmental Authority or any other Person (except such for the Governmental Approvals which have already been obtained and are in full force and effect or and except for (A) notice to the 1315 Investor of the proposed purchase and sale contemplated hereunder pursuant to the Investor Rights Agreement dated May 17, 2019 between the Company and the 1315 Investor (the “Prior 1315 Investor Rights Agreement”), and (B) customary post-closing filings required to be made in accordance with Applicable Securities Laws), (v) conflict withrequire any action by, contraveneconsent of, or notice to any third party (except for the notice to the 1315 Investor described in clause (iv)(A) above), or (vi) constitute a an event of default or material breach under, or result in or permit under any Material Agreement by which the termination or acceleration ofCompany, any material agreement by which Borrower of its Subsidiaries or any of their respective properties, is bound. Borrower Neither the Company nor any of its Subsidiaries is not in default or material breach under any agreement Material Agreement to which it is a party or by which it or any of its assets is bound in which the such default could reasonably be expected to have a Material Adverse ChangeEffect. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s shareholders in connection herewith or therewith.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower Bxxxxxxx and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be are bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except financing statements filed in connection herewith and such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. Borrower Each Credit Party is duly existing and in good standing in the State of Nevada, being its jurisdiction of formation, formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Changematerial adverse effect on such Credit Party’s business. All information set forth on the Perfection Certificate pertaining to the Credit Parties and each of their Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower any Credit Party is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender Bank of such occurrence and provide Lender Bank with Borrowersuch Credit Party’s organizational identification number. The execution, delivery and performance by Borrower each Credit Party of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with violate any of Borrowersuch Credit Party’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable to such Credit Party, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower any Credit Party or any of its their Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, from any Governmental Authority (Authority, in each case, to be made, obtained or taken by any Credit Party, except such Governmental Approvals which have already been obtained and are in full force and effect or (v) conflict withviolate, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower any Credit Party or Subsidiary is bound. Borrower No Credit Party or Subsidiary is not in default under any agreement to which it is a party or by which it is bound in which the default could would reasonably be expected to have result in a Material Adverse Change.

Due Organization, Authorization; Power and Authority. Borrower (a) Each Credit Party and each Subsidiary is duly organized, validly existing and in good standing (if applicable in the State of Nevada, being its such entity’s jurisdiction of formation, ) as a Registered Organization in its respective jurisdiction of formation. Each Credit Party and each Subsidiary has the power to own its assets and is qualified and licensed to do business and is in good standing (if applicable in such jurisdiction) in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have result in a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes oneThe Financing Documents have been duly authorized, Borrower shall promptly notify Lender executed and delivered by each Credit Party and constitute legal, valid and binding agreements enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of such occurrence creditors’ rights generally and provide Lender with Borrower’s organizational identification numberby general equitable principles. The execution, delivery and performance by Borrower each Credit Party of each Financing Document executed or to be executed by it is in each case within such Credit Party’s powers. (b) The execution, delivery and performance by each Credit Party of the Loan Financing Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Credit Party’s organizational documents, ; (ii) contravene, conflict with, constitute a default under or violate any material Requirement provision of Law, Law applicable to it; (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Credit Party or any of its Subsidiaries or any of their property or assets may be bound or affected, ; (iv) require any material action by, filing, registration, or qualification with, or Governmental Approval Required Permit from, any Governmental Authority (except such Governmental Approvals Required Permits which have already been obtained and are in full force and effect effect); or (v) conflict with, contravene, constitute a default under or breach under, or result in or permit the termination or acceleration of, conflict with any material agreement by which Borrower Material Agreement. No Credit Party is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have result in a Material Adverse Change.

Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in the State of Nevada, being its jurisdiction of formation, formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with material adverse effect on Borrower’s organizational identification numberbusiness. The execution, delivery and performance by Borrower of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement or instrument by which Borrower is bound. Borrower is not in default under any agreement or instrument to which it is a party or by which it is bound other than any such defaults, which, individually or in which the default aggregate, could not reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing in any other jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound, or applicable consents or waivers have been obtained. Neither Borrower is not nor any of its Subsidiaries are in default under any material agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations (taken as a whole).

Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing in the State of Nevada, being its jurisdiction of formation, formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with Borrower’s 's organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s 's organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affectedis bound, (iv) require on the part of Borrower any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect, filings in connection with perfecting the security interest in the Collateral and filings under applicable securities laws in connection with the Warrant), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Agent of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except financing statements filed in connection herewith and such Governmental Approvals which have already been obtained and are in full force and effect or are to be obtained pursuant to Section 5.2(b))), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified qualified, except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery delivery, and performance by Borrower and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party they are parties have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under under, or violate any material Requirement of Applicable Law, (iii) contravene, conflict with, or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party they are parties or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified qualified, except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery delivery, and performance by Borrower and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party they are parties have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under under, or violate any material Requirement of Applicable Law, (iii) contravene, conflict with, or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), except as could not reasonably be expected to have a material adverse effect on Borrower’s business or operations, or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party they are parties or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower Bxxxxxxx and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. (d) Other than to the extent in existence before the Cases or as a result of the Cases, no Default or Event of Default has occurred and is continuing, nor shall either result from the making of a requested Credit Extension. Other than to the extent in existence before the Cases or as a result of the Cases, neither Borrower is not nor any of its Subsidiaries are in default under any agreement Material Contract to which it is a party or by which it is bound in which the extent such default could would be reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization; Power and Authority. Borrower The Company and each of its Subsidiaries is duly existing and in good standing in its jurisdictions of organization or formation and the State Company and each of Nevada, being its jurisdiction of formation, and Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with Borrower’s organizational identification numberEffect. The execution, delivery and performance by Borrower the Company of the Loan Transaction Documents and Specified Letter of Credit to which it is a party have been duly authorized, do not and do will not (i) conflict with the Company’s or any of Borrower’s its Subsidiaries’ organizational documents, including their respective certificate of incorporation and bylaws, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower the Company, or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, notice to or qualification with, or Governmental Approval from, any Governmental Authority or any other Person (except for such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a an event of default or material breach under, or result in or permit under any Material Agreement by which the termination or acceleration ofCompany, any material agreement by which Borrower of its Subsidiaries or any of their respective properties, is bound. Borrower Neither the Company nor any of its Subsidiaries is not in default or material breach under any agreement Material Agreement to which it is a party or by which it or any of its assets is bound in which the such default could reasonably be expected to have a Material Adverse ChangeEffect. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with material adverse effect on Borrower’s organizational identification number. business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is true and correct in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date, whether through the delivery of a new Perfection Certificate, delivery of a Compliance Statement, or written notices permitted by one or more specific provisions in this Agreement to be delivered to Agent and the Lenders, and the Perfection Certificate shall be deemed to be updated to the extent such new Perfection Certificate, Compliance Statement or notice is provided to Agent and the Lenders). (c) The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower nor any of its Subsidiaries is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. Borrower The Company and each of its Subsidiaries is duly existing and in good standing in its jurisdictions of organization or formation and the State Company and each of Nevada, being its jurisdiction of formation, and Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with Borrower’s organizational identification numberEffect. The execution, delivery and performance by Borrower the Company of the Loan Transaction Documents and Specified Letter of Credit to which it is a party have been duly authorized, do not and do will not (i) conflict with the Company’s or any of Borrower’s its Subsidiaries’ organizational documents, including their respective certificate of incorporation and bylaws, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower the Company, or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, notice to or qualification with, or Governmental Approval from, any Governmental Authority or any other Person (except for the Stockholder Approval and such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a an event of default or material breach under, or result in or permit under any Material Agreement by which the termination or acceleration ofCompany, any material agreement by which Borrower of its Subsidiaries or any of their respective properties, is bound. Borrower Neither the Company nor any of its Subsidiaries is not in default or material breach under any agreement Material Agreement to which it is a party or by which it or any of its assets is bound in which the such default could reasonably be expected to have a Material Adverse ChangeEffect. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by the this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith.

Due Organization, Authorization; Power and Authority. Borrower (a) Each Credit Party and its Subsidiaries is duly existing and in good standing (if applicable in the State of Nevada, being its such entity’s jurisdiction of formation), as a Registered Organization in its respective jurisdiction of formation. Each Credit Party and its Subsidiaries is qualified and licensed to do business and is in good standing (if applicable in such jurisdiction) in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If Borrower The Financing Documents to which each Credit Party is not now a Registered Organization but later becomes oneparty have been duly authorized, Borrower shall promptly notify Lender executed and delivered by such Credit Party and constitute legal, valid and binding agreements enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of such occurrence and provide Lender with Borrower’s organizational identification numberequity, regardless of whether considered in a proceeding in equity or at law. The execution, delivery and performance by Borrower each Credit Party of each Financing Document executed or to be executed by it is in each case within such Credit Party’s powers. (b) The execution, delivery and performance by each Credit Party of the Loan Financing Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Credit Party’s organizational documents, ; (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, ; (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Credit Party or any of its Subsidiaries or any of their property or assets may be bound or affected, ; (iv) require any action by, filing, registration, or qualification with, or Governmental Approval Required Permit from, any Governmental Authority (except such Governmental Approvals except, in each case, those which have already been obtained and are in full force and effect effect); or (v) conflict with, contravene, constitute a default under or breach under, or result in or permit the termination or acceleration of, conflict with any material agreement by which Borrower Material Agreement. No Credit Party is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Agent of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in the State of Nevada, being its jurisdiction of formation, formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with material adverse effect on Borrower’s organizational identification numberbusiness. The execution, delivery and performance by Borrower of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization, Authorization; Power and Authority. Borrower The Company and each of its Subsidiaries is duly existing and in good standing in its jurisdictions of organization or formation and the State Company and each of Nevada, being its jurisdiction of formation, and Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with Borrower’s organizational identification numberEffect. The execution, delivery and performance by Borrower the Company of the Loan Transaction Documents and Specified Letter of Credit to which it is a party have been duly authorized, do not and do will not (i) conflict with the Company’s or any of Borrower’s its Subsidiaries’ organizational documents, including their respective certificate of incorporation and bylaws, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower the Company, or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, notice to or qualification with, or Governmental Approval from, any Governmental Authority or any other Person (except for such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a an event of default or material breach under, or result in or permit under any Material Agreement by which the termination or acceleration ofCompany, any material agreement by which Borrower of its Subsidiaries or any of their respective properties, is bound. Borrower Neither the Company nor any of its Subsidiaries is not in default or material breach under any agreement Material Agreement to which it is a party or by which it or any of its assets is bound in which the such default could reasonably be expected to have a Material Adverse ChangeEffect. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and, except for the Shareholder Approval(s), no further action is required by the Company, the Board of Directors or the Company’s shareholders in connection herewith or therewith.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect or in connection with the security interests granted pursuant hereto), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. Borrower (i) The Company and each of its Subsidiaries is duly existing and in good standing in its jurisdictions of organization or formation and the State Company and each of Nevada, being its jurisdiction of formation, and Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with Borrower’s organizational identification number. Effect. (ii) The execution, delivery and performance by Borrower the Company of the Loan Transaction Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not and will not (i1) conflict with the Company’s or any of Borrower’s its Subsidiaries’ organizational documents, including their respective certificate of incorporation and bylaws, (ii2) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable thereto, (iii3) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower the Company, or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv4) require any action by, filing, registration, notice to or qualification with, or Governmental Approval from, any Governmental Authority or any other Person (except for such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v5) conflict with, contravene, constitute a an event of default or material breach under, or result in or permit under any Material Agreement by which the termination or acceleration ofCompany, any material agreement by which Borrower of its Subsidiaries or any of their respective properties, is bound. Borrower Neither the Company nor any of its Subsidiaries is not in default or material breach under any agreement Material Agreement to which it is a party or by which it or any of its assets is bound in which the such default could reasonably be expected to have a Material Adverse ChangeEffect. (iii) The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and, except for the Shareholder Approval, no further action is required by the Company, the Board of Directors or the Company’s shareholders in connection herewith or therewith.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have result in a Material Adverse Change. If . (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Change.material adverse effect on Borrower’s or any of its Subsidiary’s business or operations. 122996013v9 220763.003342

Due Organization, Authorization; Power and Authority. Borrower (i) The Company and each of its Subsidiaries is duly existing and in good standing in its jurisdictions of organization or formation and the State Company and each of Nevada, being its jurisdiction of formation, and Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with Borrower’s organizational identification number. Effect. (ii) The execution, delivery and performance by Borrower the Company and its Subsidiaries, as applicable, of the Loan Transaction Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not and will not (i1) conflict with the Company’s or any of Borrower’s its Subsidiaries’ organizational documents, including their respective certificate of incorporation and bylaws, (ii2) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable thereto, (iii3) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower the Company, or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv4) require any action by, filing, registration, notice to or qualification with, or Governmental Approval from, any Governmental Authority or any other Person (except for such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v5) conflict with, contravene, constitute a an event of default or material breach under, or result in or permit under any Material Agreement by which the termination or acceleration ofCompany, any material agreement by which Borrower of its Subsidiaries or any of their respective properties, is bound. Borrower Neither the Company nor any of its Subsidiaries is not in default or material breach under any agreement Material Agreement to which it is a party or by which it or any of its assets is bound in which the such default could reasonably be expected to have a Material Adverse ChangeEffect. (iii) Each of the Company and its Subsidiaries, as applicable, has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and, except for the Shareholder Approval, no further action is required by the Company, the Board of Directors or the Company’s shareholders in connection herewith or therewith.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified qualified, except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery delivery, and performance by Borrower and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party they are parties have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under under, or violate any material Requirement of Applicable Law, (iii) contravene, conflict with, or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be are bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except financing statements filed in connection herewith and such Governmental Approvals which have already been obtained and are in full force and effect or are to be obtained pursuant to Section 5.2(b)), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party they are parties or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified qualified, except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate (as updated from time to time) pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery delivery, and performance by Borrower and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party they are parties have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under under, or violate any material Requirement of Applicable Law, (iii) contravene, conflict with, or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filingfiling (other than financing statements), registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party they are parties or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. Borrower is duly organized, validly existing and in good standing in the State of Nevada, being its jurisdiction of formation, formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified qualified, in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with material adverse effect on Borrower’s organizational identification number's business. The execution, delivery and performance by Borrower of this Agreement, the Loan Documents Note, and Specified Letter of Credit the Warrants to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s 's organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement requirement of Lawlaw, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority governmental authority by which Borrower or any of its Subsidiaries subsidiaries or any of their property properly or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval governmental approval from, any Governmental Authority governmental authority (except such Governmental Approvals governmental approvals which have already been obtained and are in full force and effect effect) or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound, in each case of (ii) through (v) above, except as could not reasonably be expected to have a material adverse effect on Borrower's business. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower's business.

Due Organization, Authorization; Power and Authority. Borrower is and each of its Subsidiaries, if any, are duly existing and in good standing standing, as Registered Organizations in the State their respective jurisdictions of Nevada, being its jurisdiction of formation, formation and is are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of its their business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with material adverse effect on Borrower’s organizational identification numberbusiness. The execution, delivery and performance by Borrower of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect) or are being obtained pursuant to Section 6.1(b), or (v) conflict with, contravene, constitute a an event of default or breach under, or result in or permit the termination or acceleration of, under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in the State of Nevada, being its jurisdiction of formation, formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with Change on Borrower’s organizational identification numberbusiness. The execution, delivery and performance by Borrower of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect or (v) conflict with, contravene, constitute a an event of default or breach under, or result in or permit the termination or acceleration of, under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse ChangeChange on Borrower’s business.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower Xxxxxxxx and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound, unless all applicable consents or waivers have been obtained. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. Borrower (a) Each Credit Party is duly organized, validly existing and in good standing (if applicable in the State of Nevada, being its such entity’s jurisdiction of formation, and ) in its respective jurisdiction of formation. Each Credit Party is qualified and licensed to do business and is in good standing (if applicable in such jurisdiction) in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If Borrower is not now The Financing Documents have been duly authorized, executed and delivered by each Credit Party and constitute legal, valid and binding agreements enforceable in accordance with their terms, except to the extent limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting creditors’ rights generally, by general equitable principles (whether considered in a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with Borrower’s organizational identification numberproceeding in equity or at law. The execution, delivery and performance by Borrower each Credit Party of each Financing Document executed or to be executed by it is in each case within such Credit Party’s powers. (b) The execution, delivery and performance by each Credit Party of the Loan Financing Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Credit Party’s organizational documents, including any unanimous shareholder agreement (as defined in section 146 of the Canada Business Corporations Act) or any other shareholder agreement in effect; (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, ; (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Credit Party or any of its Subsidiaries or any of their property or assets may be bound or affected, ; (iv) require any action by, filing, registration, or qualification with, or Governmental Approval Required Permit from, any Governmental Authority (except such Governmental Approvals Required Permits which have already been obtained and are in full force and effect and subject to the performance of any perfection, registration or disclosure formalities that may be required under applicable Law); or (v) conflict with, contravene, constitute a default under or breach under, or result in or permit the termination or acceleration of, conflict with any material agreement by which Borrower Material Agreement. No Credit Party is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing (if applicable) in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower Xxxxxxxx and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. Borrower is and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in the State of Nevada, being its jurisdiction of formation, formation and each is qualified and licensed to do business and each is in good standing in any jurisdiction in which the conduct of each of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s business. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender Bank of such occurrence and provide Lender Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, authorized and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect) or (v) conflict with, contravene, constitute a an event of default or breach under, or result in or permit the termination or acceleration of, under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization, Authorization; Power and Authority. Borrower (a) It is duly existing and in good standing standing, as a Registered Organization in the State of Nevada, being its jurisdiction of formationformation or, in the case of any Credit Party formed outside the United States or any political subdivision thereof, incorporated, existing and in good standing as a limited company under the laws of its jurisdiction of incorporation. It is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have result in a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Financing Documents and Specified Letter of Credit to which it is a party have been duly authorized, executed and delivered by it and constitute legal, valid and binding agreements enforceable in accordance with their terms except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles, and, for any Foreign Security, as the enforceability thereof may be limited by the Reservations. The execution, delivery and performance by it of each Financing Document executed or to be executed by it is in each case within its powers. (b) The execution, delivery and performance by it of the Financing Documents to which it is a party do not (i) conflict with any of Borrower’s its organizational documents, ; (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, Law applicable to it; (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower it or any of its Subsidiaries or any of their property or assets may be bound or affected, ; (iv) require any action by, filing, registration, or [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Quotient Credit Agreement 10 qualification with, or Governmental Approval Required Permit from, any Governmental Authority (except such Governmental Approvals Required Permits which have already been obtained and are in full force and effect effect); or (v) conflict with, contravene, constitute a default under or breach under, or result in or permit the termination or acceleration of, conflict with any material agreement by Material Agreement to which Borrower it is bounda party. Borrower It is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have result in a Material Adverse Change.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower Xxxxxxxx and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be are bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except financing statements filed in connection herewith and such Governmental Approvals which have already been obtained and are in full force and effect or are being obtained pursuant to Section 5.2(b)), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower Xxxxxxxx and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. Borrower (a) Each Loan Party is duly existing and in good standing as a Registered Organization in the State of Nevada, being its jurisdiction of formation, organization or formation and each Loan Party is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If Borrower In connection with this Agreement, each Loan Party has delivered to Citibank a completed perfection certificate on or prior to the Effective Date and updates and supplements thereto as and when required under this Agreement (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). Each Loan Party represents and warrants that all the information set forth on the Perfection Certificates pertaining to such Loan Party is not now a Registered Organization but later becomes oneaccurate and complete in all material respects, Borrower shall promptly notify Lender as of the delivery of such occurrence and provide Lender with Borrower’s organizational identification number. Perfection Certificate. (b) The execution, delivery and performance by Borrower each Loan Party of the Loan Documents and Specified Letter of Credit to which it is is, or they are, a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Loan Party’s organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries such Loan Party, or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such actions, filings, registrations, qualifications or Governmental Approvals which have already been obtained and are in full force and effect effect) or are being obtained pursuant to Section 6.1(b), or (v) conflict with, contravene, constitute a an event of default or breach under, or result in or permit the termination or acceleration of, under any material agreement Material Agreement by which Borrower any Loan Party or any of their respective properties, is bound. Borrower No Loan Party is not in default under any agreement to which it is a party or by which it or any of its assets is bound in which except to the extent such default could reasonably be expected to have a Material Adverse Change.. SF\5875461.15

Due Organization, Authorization; Power and Authority. Borrower is (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in the State their respective jurisdictions of Nevada, being its jurisdiction of formation, formation and is are qualified and licensed to do business and is are in good standing in any other jurisdiction in which the conduct of its their respective business or its ownership of property requires require that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse ChangeEffect. If Borrower is not now a Registered Organization but later becomes oneSchedule 4.1(a) correctly sets forth each Loan Parties’ present name, Borrower shall promptly notify Lender former names and locations (if any) for the five (5) years prior to the Closing Date), place of such occurrence and provide Lender with Borrower’s formation, tax identification number, organizational identification number. number and other information, as may be updated by the Borrower Representative in a written notice (including any Compliance Certificate) provided to JGB Agent after the Closing Date. (b) The execution, delivery and performance by Borrower each Loan Party of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Loan Party’s Operating Documents or other organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Loan Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower such Loan Party is bound. Borrower No Loan Party is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse ChangeEffect. (c) No order, ruling or decision granted by a securities commission, court of competent jurisdiction or regulatory or administrative body or other Governmental Authority having jurisdiction is in effect, pending or threatened in writing that restricts trading in any securities of Borrower Representative and, to the knowledge of Borrower Representative, no facts or circumstances exist which would reasonably be expected to give rise to any such order, ruling or decision or other similar claims or investigations. Borrower Representative has authorized share capital consisting of 500,000,000 shares of Common Stock, of which, as of October 24, 2022, there are 350,400,692 shares of Common Stock issued and outstanding. The currently issued and outstanding shares of Common Stock are listed for trading on the NYSE American and, except as set forth on Schedule 4.1(c), Borrower Representative is in compliance in all material respects with all of the listing conditions on the NYSE American. (d) Borrower Representative’s Common Stock is registered under Section 12(b) of the Exchange Act. Borrower Representative is in compliance in all material respects with applicable securities laws and, in the prior two years, has timely filed all required reports under the Exchange Act. The information and statements in Borrower Representative’s reports required to filed with the SEC by the Borrower’s Representative pursuant to the Exchange Act during the two years prior to the Closing Date were true and correct in all material respects as of the respective dates of such information and statements and at the time that any such documents were filed on EXXXX and, as of the respective dates filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), did not contain an untrue statement of a material fact and did not omit to state any material fact that was required to be stated or necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made, and there has been no material change that has occurred which has not been publicly disclosed, provided, however, that the Lenders acknowledge and agree that any amended or superseded filing made after the Closing Date in response to any comment letter from the staff of the SEC shall not be deemed material for purposes of this representation; provided such SEC comment letter does not request or require the correction, clarification or remediation of omissions or statements that the SEC characterized or alleged to be reckless or intentional.

Due Organization, Authorization; Power and Authority. Borrower The Company and each of its Subsidiaries is duly existing and in good standing in its jurisdictions of organization or formation and the State Company and each of Nevada, being its jurisdiction of formation, and Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business businesses or its ownership of property requires that it be qualified so qualified, except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with Borrower’s organizational identification numberEffect. The execution, delivery and performance by Borrower the Company of the Loan Transaction Documents and Specified Letter of Credit to which it is a party have been duly authorized, do not and do will not (i) conflict with the Company’s or any of Borrower’s its Subsidiaries’ organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower the Company, or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, notice to or qualification with, or Governmental Approval from, any Governmental Authority or any other Person (except such for the Governmental Approvals which have already been obtained and are in full force and effect or and except for (A) notices to each of the 1315 Investor, Greybrook Investor and the Masters Investors of the proposed purchase and sale contemplated hereunder pursuant to the Investor Rights Agreement dated as of June 14, 2021 between the Company and, inter alia, the 1315 Investor, Greybrook Investor and the Masters Investors (the “Investor Rights Agreement”), and (B) customary post-closing filings required to be made in accordance with Applicable Securities Laws), (v) conflict withrequire any action by, contraveneconsent of, or notice to any third party (except for the Company’s notice obligations under the Investor Rights Agreement described in clause (iv)(A) above), or (vi) constitute a an event of default or material breach under, or result in or permit under any Material Agreement by which the termination or acceleration ofCompany, any material agreement by which Borrower of its Subsidiaries or any of their respective properties, is bound. Borrower Neither the Company nor any of its Subsidiaries is not in default or material breach under any agreement Material Agreement to which it is a party or by which it or any of its assets is bound in which the such default could reasonably be expected to have a Material Adverse ChangeEffect. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s shareholders in connection herewith or therewith.

Due Organization, Authorization; Power and Authority. (a) Each Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could would not reasonably be expected to have a Material Adverse Change. If Borrower Effect. (b) All information set forth on the Perfection Certificate pertaining to Borrowers and each of their Subsidiaries is not now a Registered Organization but later becomes onetrue and correct in all material respects (it being understood and agreed that Borrowers may from time to time, Borrower after the Effective Date, update certain information in the Perfection Certificate and the Perfection Certificate shall promptly notify Lender of be deemed to be updated when such occurrence and provide Lender with Borrower’s organizational identification number. updated Perfection Certificate is delivered to Bank). (c) The execution, delivery and performance by each Borrower and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Borrower or any of its Subsidiaries such Subsidiary or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which such Borrower or such Subsidiary is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Change.which

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing (to the extent applicable) in any jurisdiction in which the conduct of their respective business or (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its business Subsidiaries is true and correct all material respects (and in all respects as of the Effective Date) (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or its ownership of property requires that it more specific provisions in this Agreement and the Perfection Certificate shall be qualified except where deemed to be updated to the failure extent such notice is provided to do so could not reasonably be expected to have a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower Xxxxxxxx and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affectedare bound, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect and filings necessary to perfect Liens granted under the loan documents), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s business or operations. If ISR Borrower is a limited liability company, duly organized and validly existing and not in a status of a ‘breaching company’ (as such term is defined under the Israeli Companies Law 5759), under the laws of the State of Israel and has the power to carry on its business as it is now a Registered Organization but later becomes one, being conducted and to owns its property and other assets. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is true and correct (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. Borrower is (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in the State their respective jurisdictions of Nevada, being its jurisdiction of formation, formation and is are qualified and licensed to do business and is are in good standing in any other jurisdiction in which the conduct of its their respective business or its ownership of property requires require that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse ChangeEffect. If Borrower is not now a Registered Organization but later becomes oneSchedule 4.1(a) correctly sets forth each Loan Parties’ present name, Borrower shall promptly notify Lender former names and locations (if any) for the five (5) years prior to the Closing Date), place of such occurrence and provide Lender with Borrower’s formation, tax identification number, organizational identification number. number and other information, as may be updated by the Borrower Representative in a written notice (including any Compliance Certificate) provided to JGB Agent after the Closing Date. (b) The execution, delivery and performance by Borrower each Loan Party of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Loan Party’s Operating Documents or other organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Loan Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower such Loan Party is bound. Borrower No Loan Party is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse ChangeEffect. (c) Borrower Representative has authorized share capital consisting of 20,000,000 shares of Common Stock, 10,000,000 shares of Class B Common Stock and 5,000,000 shares of preferred stock, of which 3,000 are designated as Series A Convertible Preferred Stock. As of December 14, 2023, there were approximately 43,500 shares of Common Stock issued and outstanding, 9,287,500 shares of Class B Common Stock issued and outstanding and 113 shares of Series A Convertible Preferred Stock issued and outstanding.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) that could reasonably be expected to have a material adverse effect on Borrower’s business or operations,, or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. Borrower (a) Each Credit Party is duly existing and in good standing standing, as a Registered Organization in the State of Nevada, being its respective jurisdiction of formation, and . Each Credit Party is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes oneThe Financing Documents have been duly authorized, Borrower shall promptly notify Lender executed and delivered by each Credit Party and constitute legal, valid and binding agreements enforceable in accordance with their terms except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of such occurrence creditors’ rights generally and provide Lender with Borrower’s organizational identification numberby general equitable principles. The execution, delivery and performance by Borrower each Credit Party of each Financing Document executed or to be executed by it is in each case within such Credit Party’s powers. (b) The execution, delivery and performance by each Credit Party of the Loan Financing Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Credit Party’s organizational documents, ; (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, ; (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Credit Party or any of its Subsidiaries or any of their property or assets may be bound or affected, ; (iv) require any action by, filing, registration, or qualification with, or Governmental Approval Required Permit from, any Governmental Authority (except such Governmental Approvals Required Permits which have already been obtained and are in full force and effect and the filing of UCC financing statements and other registrations of Liens in favor of the Agent pursuant to the Financing Documents); or (v) conflict with, contravene, constitute a default under or breach under, or result in or permit the termination or acceleration of, conflict with any material agreement by which Borrower Material Agreement. No Credit Party is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization; Power and Authority. Borrower is and each of its Subsidiaries are duly existing and in good standing as Registered Organizations in the State their respective jurisdictions of Nevada, being its jurisdiction of formation, incorporation or organization and is are qualified and licensed to do business and is are in good standing in any other jurisdiction in which the conduct of its their respective business or its ownership of property requires that it they be qualified except where the failure to do so could would not reasonably be expected to have a Material Adverse ChangeEffect. If Borrower represents and warrants to Lender that (a) Borrower’s exact legal name is that indicated on Schedule 1 and on the signature page hereof; (b) Borrower is not now a Registered Organization but later becomes corporation organized under the laws of the State of New York; and (c) Section 10 and Schedule 1 accurately set forth Borrower’s place of business, or, if more than one, Borrower shall promptly notify Lender of such occurrence and provide Lender with its chief executive office as well as Borrower’s organizational identification numbermailing address (if different than its chief executive office). The execution, delivery and performance by Borrower of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with contravene the terms of any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect, or which, if not obtained or made, such failure would not reasonably be expected to have a Material Adverse Effect) or (v) conflict with, contravene, constitute a an event of default or breach under, or result in or permit the termination or acceleration of, under any material agreement by which Borrower is bound. Borrower is , except in each case, where such conflict, violation or contravention would not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse ChangeEffect.

Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing in the State of Nevada, being its jurisdiction of formation, and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate 280852914 v1 any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization; Power and Authority. Borrower is (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in the State their respective jurisdictions of Nevada, being its jurisdiction of formation, formation and is are qualified and licensed to do business and is are in good standing in any other jurisdiction in which the conduct of its their respective business or its ownership of property requires require that it they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse ChangeEffect. If Borrower is not now a Registered Organization but later becomes oneSchedule 4.1(a) correctly sets forth each Loan Parties’ present name, Borrower shall promptly notify Lender former names and locations (if any) for the five (5) years prior to the Closing Date), place of such occurrence and provide Lender with Borrower’s formation, tax identification number, organizational identification number. number and other information, as may be updated by the Borrower Representative in a written notice (including any Compliance Certificate) provided to JGB Agent after the Closing Date. (b) The execution, delivery and performance by Borrower each Loan Party of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Loan Party’s Operating Documents or other organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Loan Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower such Loan Party is bound. Borrower No Loan Party is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse ChangeEffect. (c) No order, ruling or decision granted by a securities commission, court of competent jurisdiction or regulatory or administrative body or other Governmental Authority having jurisdiction is in effect, pending or threatened in writing that restricts trading in any securities of Borrower Representative and, to the knowledge of Borrower Representative, no facts or circumstances exist which would reasonably be expected to give rise to any such order, ruling or decision or other similar claims or investigations. Borrower Representative has authorized share capital consisting of 500,000,000 shares of Common Stock, of which, as of October 24, 2022, there were approximately 1,168,002 shares of Common Stock issued and outstanding, which reflects the 1:300 reverse stock split that was effective May 17, 2023. The currently issued and outstanding shares of Common Stock are listed for trading on the NYSE American and, except as set forth on Schedule 4.1(c), Borrower Representative is in compliance in all material respects with all of the listing conditions on the NYSE American. (d) Borrower Representative’s Common Stock is registered under Section 12(b) of the Exchange Act. Borrower Representative is in compliance in all material respects with applicable securities laws and, in the prior two years, has timely filed all required reports under the Exchange Act. The information and statements in Borrower Representative’s reports required to filed with the SEC by the Borrower’s Representative pursuant to the Exchange Act during the two years prior to the Closing Date were true and correct in all material respects as of the respective dates of such information and statements and at the time that any such documents were filed on EXXXX and, as of the respective dates filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), did not contain an untrue statement of a material fact and did not omit to state any material fact that was required to be stated or necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made, and there has been no material change that has occurred which has not been publicly disclosed, provided, however, that the Lenders acknowledge and agree that any amended or superseded filing made after the Closing Date in response to any comment letter from the staff of the SEC shall not be deemed material for purposes of this representation; provided such SEC comment letter does not request or require the correction, clarification or remediation of omissions or statements that the SEC characterized or alleged to be reckless or intentional.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in the State of Nevada, being its their respective jurisdiction of formation, formation and is are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified qualified, except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If material adverse effect on Borrower’s business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is not now a Registered Organization but later becomes one, true and correct (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and the Perfection Certificate shall promptly notify Lender be deemed to be updated to the extent such notice is provided to Bank of such occurrence and provide Lender with Borrower’s organizational identification number. permitted update). (c) The execution, delivery delivery, and performance by Borrower and each of its Subsidiaries of the Loan Documents and Specified Letter of Credit to which it is a party they are parties have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under under, or violate any material Requirement of Applicable Law, (iii) contravene, conflict with, or violate any applicable order, writ, judgment, injunction, decree, determination determination, or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect and filings to perfect Bank’s Lien), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s or any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in the State of Nevada, being its jurisdiction of formation, formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s business. If Borrower is not now a Registered Organization but later becomes oneIn connection with this Agreement, Borrower shall promptly notify Lender of such occurrence has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate” (the “Perfection Certificate”). Borrower represents and provide Lender with warrants to Bank that, as set forth on the Perfection Certificate unless changed pursuant to a notification to Bank pursuant to Section 7.2: (a) Borrower’s organizational identification number. exact legal name is that indicated on the Perfection The execution, delivery and performance by Borrower of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate in any material respect any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect and the filing of Uniform Commercial Code financing statements, filings with the United States Patent and Trademark Office and the United Stated Copyright Office), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization, Authorization; Power and Authority. Borrower (a) Each Credit Party is duly existing and in good standing standing, as a Registered Organization in the State of Nevada, being its respective jurisdiction of formation, and . Each Credit Party is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. If Borrower is not now a Registered Organization but later becomes oneThe Financing Documents have been duly authorized, Borrower shall promptly notify Lender of such occurrence executed and provide Lender delivered by each Credit Party and constitute legal, valid and binding agreements enforceable in accordance with Borrower’s organizational identification numbertheir terms. The execution, delivery and performance by Borrower each Credit Party of each Financing Document executed or to be executed by it is in each case within such Credit Party’s powers. (b) The execution, delivery and performance by each Credit Party of the Loan Financing Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Credit Party’s organizational documents, Organizational Documents; (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, except to the extent that such contravention, conflict, default or violation could not reasonably be expected to have a Material Adverse Change; (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Credit Party or any of its Subsidiaries or any of their property or assets may be bound or affected, ; (iv) require any action by, filing, registration, or qualification with, or Governmental Approval Required Permit from, any Governmental Authority (except such Governmental Approvals Required Permits which have already been obtained and are in full force and effect effect); or (v) conflict with, contravene, constitute a default under or breach under, conflict with any Material Agreement (it being understood that the Existing Licenses and the Existing Sublicense may require the consent of the applicable licensor (in the case of the Existing Licenses) and the licensee (in the case of the Existing Sublicense) in order for Borrower to assign any such Existing License or result in or permit the termination or acceleration of, any material agreement by which Borrower Existing Sublicense.). No Credit Party is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Change, or which questions the validity of the Financing Documents.