Common use of Issuance of Preferred Stock Clause in Contracts

Issuance of Preferred Stock. The issuance of the Preferred Stock is duly authorized and, upon issuance in accordance with the terms hereof, the Preferred Stock shall be validly issued, fully paid and non-assessable. The shares of common stock, par value $0.0001 per share (the “Common Stock”) issued upon conversion of the Preferred Stock, when issued and delivered in accordance with the terms of the Preferred Stock, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens (as defined below) imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. Upon issuance in accordance herewith, the issuance by the Company of the Preferred Stock shall be exempt from the registration requirements of the Securities Act by virtue of Section 3(a)(9) thereunder and all of the shares of Common Stock issuable upon conversion of the Preferred Stock shall be transferable and tradable by the Holder pursuant to the terms and conditions set forth in the Preferred Stock. The Company has or will, within 30 calendar days from the execution of this Agreement, reserve from its duly authorized capital stock a number of shares of Common Stock for issuance of the shares underlying the Preferred Stock equal to 300% of the Required Minimum on the date hereof. “Required Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any shares of Common Stock issuable upon conversion in full of all Preferred Stock, ignoring any conversion limits set forth therein, and assuming that the conversion price of the Preferred Stock is at all times on and after the date of determination the minimum price per share required for either the Company or a Subsidiary to up-list its common stock onto a national stock exchange.

Issuance of Preferred Stock. The issuance (a) In consideration for the granting of the limited waiver by the Preferred Stockholder pursuant to Section 1 above, the Company hereby agrees to issue additional shares of Preferred Stock is duly authorized (the “Additional Preferred Stock”) to the Preferred Stockholder as follows: (i) On or shortly following January 1, 2011, 1,229,932 shares of Preferred Stock, which includes shares which may be deemed issued under Section 3 below) based on a valuation of $5.50 per share of Preferred Stock, which the parties hereto hereby agree shall constitute payment in full for any and all outstanding accrued but unpaid Base Dividends through December 31, 2010; (ii) On or shortly following March 31, 2011, 200,876 shares of Preferred Stock (which includes shares which may be deemed issued under Section 3 below), which the parties hereto hereby agree shall constitute payment in full for any and all outstanding accrued but unpaid Base Dividends on (A) the shares of Preferred Stock held by the Preferred Stockholder as of the date hereof and (B) the shares of Additional Preferred Stock received pursuant to clause (i) above for the period January 1, 2011 through March 31, 2011; and (iii) On or shortly following May 1, upon issuance 2011, 69,623 shares of Preferred Stock (which includes shares which may be deemed issued under Section 3 below), which the parties hereto hereby agree shall constitute payment in accordance with full for any and all outstanding accrued but unpaid Base Dividends on (A) the terms hereofshares of Preferred Stock received pursuant to clauses (i) and (ii) above for the period April 1, the 2011 through May 1, 2011. (b) The shares of Additional Preferred Stock shall be validly issued, fully paid have the same terms and non-assessable. The conditions as the shares of common stockPreferred Stock outstanding on the date hereof and shall accrue the Base Dividend from and including the respective issuance date for such shares of Additional Preferred Stock until May 28, par value $0.0001 per share (2016, the “Common Stock”) issued upon conversion seventh anniversary of the Closing. (c) The Preferred Stock, when issued and delivered in accordance with the terms of the Preferred Stock, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens (as defined below) imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. Upon issuance in accordance herewith, Stockholder hereby agrees that the issuance by the Company of the shares of Additional Preferred Stock shall be exempt from pursuant to this Waiver satisfies the registration requirements of the Securities Act by virtue of Section 3(a)(9Company’s obligation to pay any Base Dividend (in cash or otherwise) thereunder and all of the shares of Common Stock issuable upon conversion of with respect to the Preferred Stock shall be transferable and tradable by for the Holder pursuant to the terms and conditions set forth in the Preferred Stock. The Company has or will, within 30 calendar days from the execution of this Agreement, reserve from its duly authorized capital stock a number of shares of Common Stock for issuance of the shares underlying the Preferred Stock equal to 300% of the Required Minimum on the date hereof. “Required Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any shares of Common Stock issuable upon conversion in full of all Preferred Stock, ignoring any conversion limits set forth therein, and assuming that the conversion price of the Preferred Stock is at all times on and after the date of determination the minimum price per share required for either the Company or a Subsidiary to up-list its common stock onto a national stock exchangeperiods indicated.

Issuance of Preferred Stock. (i) In payment of the balance of the Initial Purchase Price (such balance being hereinafter called the "STOCK COMPONENT"), the Buyer shall issue and deliver to the Seller that number of whole shares of the Buyer's Class A Convertible Preferred Stock, Series II, obtained by dividing the Stock Component by $1,000 (the "PREFERRED STOCK"). No fractional shares of Preferred Stock shall be issued; any such fraction of a share of Preferred Stock shall be paid in cash at the rate of $1,000 per whole share of Preferred Stock. The Preferred Stock shall be convertible into shares of the Buyer's Class A Common Stock, par value $.01 per share (the "COMMON STOCK"), and shall have such rights and preferences, all as set forth in the Certificate of Designation, Preferences and Rights with respect to the Preferred Stock, a copy of which is attached as Exhibit 2.3(b) hereto (the "CERTIFICATE OF DESIGNATION"). Inasmuch as the Seller intends to distribute the Preferred Stock to certain of its stockholders at Closing, the Buyer shall issue and deliver the Preferred Stock to such stockholders in accordance with any written instructions delivered by the Seller to the Buyer at least five (5) Business Days prior to the Closing Date. Notwithstanding the foregoing or any such written instructions, no stockholder of the Seller shall be issued any Preferred Stock by the Buyer unless (A) such stockholder is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"), (B) such stock holder shall have completed, executed and delivered to the Buyer an investor qualification questionaire in form and substance reasonably acceptable to the Buyer, (C) such stockholder shall have delivered to the Buyer such balance sheets and income tax returns reasonably requested by the Buyer to confirm such stockholder's status as an "accredited investor" and (D) if such stockholder is not a party to this Agreement, such stockholder shall have executed and delivered to the Buyer a certificate, in form and substance reasonably acceptable to the Buyer, whereby such stockholder shall make the representations and warranties contained in Section 7.16. (ii) Upon the issuance and delivery of the Preferred Stock is duly authorized andto the Seller at the Closing, upon issuance in accordance the Buyer's sole obligations with the terms hereof, respect to the Preferred Stock shall be validly issued, fully paid and non-assessable. The shares of common stock, par value $0.0001 per share (the “Common Stock”) issued upon conversion of the Preferred Stock, when issued and delivered in accordance with the terms of the Preferred Stock, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens (as defined below) imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. Upon issuance in accordance herewith, the issuance by the Company of the Preferred Stock shall be exempt from the registration requirements of the Securities Act by virtue of Section 3(a)(9) thereunder and all of the shares of Common Stock issuable upon conversion thereof (the "CONVERSION STOCK") shall be as follows: (A) The Buyer shall use its best reasonable efforts to make available "current public information" about itself within the meaning of subsection (c)(1) of Rule 144 ("RULE 144") promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Act, to the extent necessary to facilitate resales of the Conversion Stock pursuant to Rule 144 or any successor rule; and (B) The Buyer shall remove stop transfer instructions on and restrictive legends from certificates representing the Conversion Stock to the extent that either (I) the offer and sale of the Preferred Stock shall or the Conversion Stock may hereafter be transferable registered under the Securities Act and tradable by under any applicable state securities or blue sky laws, (II) the Holder Buyer has received an opinion of counsel, in form and substance reasonably satisfactory to the Buyer, that registration of such offer and sale is not required, or (III) the Sellers are eligible to sell the Conversion Stock pursuant to the terms and conditions Rule 144 or any successor rule. (iii) Except as set forth in the Preferred Stock. The Company has or will, within 30 calendar days from the execution last sentence of this Agreementsubsection (iii), reserve from its duly authorized capital stock a number during the Lock-Up Period (as defined below), the Seller and the Stockholders covenant and agree that none of them shall, without the prior written consent of the Buyer, directly or indirectly, (A) offer, pledge, sell, sell short, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of Common Stock for issuance of the shares underlying Conversion Stock, the Preferred Stock equal or any securities convertible into or exchangeable or exercisable for the Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to 300% which the undersigned has or hereafter acquires the power of disposition, or file any registration statement under the Securities Act, with respect to any of the Required Minimum foregoing, or (B) enter into any swap or any other agreement or hedging arrangement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Conversion Stock or the Preferred Stock, whether any such swap or transaction is to be settled by delivery of Conversion Stock or other securities, in cash or otherwise. The "LOCKUP PERIOD" shall be for a period beginning on the Closing Date and ending on the date hereof. “Required Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any shares of Common Stock issuable upon conversion in full of all Preferred Stock, ignoring any conversion limits set forth therein, and assuming that the conversion price of the Preferred Stock is at all times on and one (1) year after the date on which all of determination the minimum price per share required for either the Company or a Subsidiary to up-list its common stock onto a national stock exchange.such shares of Preferred Stock have been converted into

Issuance of Preferred Stock. (i) In payment of the balance of the Aggregate Purchase Price (such balance being hereinafter called the "STOCK COMPONENT"), the Buyer shall issue and deliver to the Seller that number of whole shares of the Buyer's Class A Convertible Preferred Stock, Series II, obtained by dividing the Stock Component by $1,000 (the "PREFERRED STOCK"). No fractional shares of Preferred Stock shall be issued; any such fraction of a share of Preferred Stock shall be paid in cash at the rate of $1,000 per whole share of Preferred Stock. The Preferred Stock shall be convertible into shares of the Buyer's Class A Common Stock, par value $.01 per share (the "COMMON STOCK"), and shall have such rights and preferences, all as set forth in the Certificate of Designation, Preferences and Rights with respect to the Preferred Stock, a copy of which is attached as Exhibit 2.3(b) hereto (the "CERTIFICATE OF DESIGNATION"). Inasmuch as the Seller intends to distribute the Preferred Stock to certain of its stockholders at Closing, the Buyer shall issue and deliver the Preferred Stock to the Seller's stockholders in accordance with any written instructions delivered by the Seller to the Buyer at least five (5) Business Days prior to the Closing Date. Notwithstanding the foregoing or any such written instructions, no stockholder of the Seller shall be issued any Preferred Stock by the Buyer unless (A) such stockholder is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"), (B) such stockholder shall have completed, executed and delivered to the Buyer an investor qualification questionaire in form and substance reasonably acceptable to the Buyer, (C) such stockholder shall have delivered to the Buyer such balance sheets and income tax returns reasonably requested by the Buyer to confirm such stockholder's status as an "accredited investor" and (D) if such stockholder is not a party to this Agreement, such stockholder shall have executed and delivered to the Buyer a certificate, in form and substance reasonably acceptable to the Buyer, whereby such stockholder shall make the representations and warranties contained in Section 7.16. (ii) Upon the issuance and delivery of the Preferred Stock is duly authorized andto the Seller at the Closing, upon issuance in accordance the Buyer's sole obligations with the terms hereof, respect to the Preferred Stock shall be validly issued, fully paid and non-assessable. The shares of common stock, par value $0.0001 per share (the “Common Stock”) issued upon conversion of the Preferred Stock, when issued and delivered in accordance with the terms of the Preferred Stock, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens (as defined below) imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. Upon issuance in accordance herewith, the issuance by the Company of the Preferred Stock shall be exempt from the registration requirements of the Securities Act by virtue of Section 3(a)(9) thereunder and all of the shares of Common Stock issuable upon conversion thereof (the "CONVERSION STOCK") shall be as follows: (A) The Buyer shall use its best reasonable efforts to make available "current public information" about itself within the meaning of subsection (c)(1) of Rule 144 ("RULE 144") promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Act, to the extent necessary to facilitate resales of the Conversion Stock pursuant to Rule 144 or any successor rule; and (B) The Buyer shall remove stop transfer instructions on and restrictive legends from certificates representing the Conversion Stock to the extent that either (I) the offer and sale of the Preferred Stock shall or the Conversion Stock may hereafter be transferable registered under the Securities Act and tradable by under any applicable state securities or blue sky laws, (II) the Holder Buyer has received an opinion of counsel, in form and substance reasonably satisfactory to the Buyer, that registration of such offer and sale is not required, or (III) the Sellers are eligible to sell the Conversion Stock pursuant to the terms and conditions Rule 144 or any successor rule. (iii) Except as set forth in the Preferred Stock. The Company has or will, within 30 calendar days from the execution last sentence of this Agreementsubsection (iii), reserve from its duly authorized capital stock a number during the Lock-Up Period (as defined below), the Seller and the Stockholders covenant and agree that none of them shall, without the prior written consent of the Buyer, directly or indirectly, (A) offer, pledge, sell, sell short, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of Common Stock for issuance of the shares underlying Conversion Stock, the Preferred Stock equal or any securities convertible into or exchangeable or exercisable for the Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to 300% which the undersigned has or hereafter acquires the power of disposition, or file any registration statement under the Securities Act, with respect to any of the Required Minimum foregoing, or (B) enter into any swap or any other agreement or hedging arrangement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Conversion Stock or the Preferred Stock, whether any such swap or transaction is to be settled by delivery of Conversion Stock or other securities, in cash or otherwise. The "LOCKUP PERIOD" shall be for a period beginning on the Closing Date and ending on the date hereofthat is one (1) year after the date on which all of such shares of Preferred Stock have been converted into Conversion Stock. “Required Minimum” means, as of any dateNotwithstanding the foregoing, the maximum aggregate number provisions of shares of Common Stock then issued or potentially issuable in this Section 2.3(b)(iii) shall not prevent the future pursuant to Seller and the Transaction Documents, including Stockholders from selling any shares of Common Conversion Stock issuable upon conversion in full pursuant to Rule 144 or any successor rule or from converting any shares of all Preferred Stock, ignoring any conversion limits set forth therein, and assuming that the conversion price of the Preferred Stock is at all times on and after the date of determination the minimum price per share required for either the Company or a Subsidiary to up-list its common stock onto a national stock exchange.

Issuance of Preferred Stock. The issuance of the Preferred Stock is has been duly authorized andauthorized, upon issuance and when issued and paid for in accordance with the terms hereof, the Preferred Stock shall be validly issued, fully paid and non-assessable. The shares of common stock, par value $0.0001 per share (the “Common Stock”) issued upon conversion of the Preferred Stock, when issued and delivered in accordance with the terms of the Preferred Stock, will be duly and validly issued, fully paid and non-assessablenonassessable, free and clear of all Liens liens, encumbrances, and rights of first refusal of any kind (collectively, "Liens"). The Preferred Stock upon issuance will not subject the holders thereof to personal liability by reason of being such holders. The Company has and, at the Initial Closing Date and the each Subsequent Closing Date (each, a "Closing Date"), as defined below) imposed by the Companycase may be, other will have and at all times while the Shares are outstanding will maintain an adequate reserve of duly authorized shares of Common Stock to enable it to perform its obligations under this Agreement and the Certificate of Designation with respect to the number of Shares issued and outstanding at such Closing Date and in no circumstances shall such reserved and available shares of Common Stock be less than restrictions on transfer under applicable state and federal securities laws. Upon issuance in accordance herewith, the issuance by the Company 175% of the Preferred maximum number of shares of Common Stock shall which would be exempt from the registration requirements issuable upon conversion of the Securities Act by virtue Shares issued pursuant to the terms hereof with respect to the number of Section 3(a)(9) thereunder Shares issued and all of outstanding at such Closing Date were such conversion effected on the Initial Closing Date. The shares of Common Stock issuable upon conversion of the Preferred Stock shall Shares are referred to herein as the "Underlying Shares." When the Shares are converted into the Underlying Shares in accordance with the Certificate of Designation, the Underlying Shares will be transferable duly authorized, validly issued, fully paid and tradable by the Holder pursuant to the terms nonassessable, free and conditions set forth in the Preferred Stockclear of all Liens. The Company has or will, within 30 calendar days from Shares and the execution of this Agreement, reserve from its duly authorized capital stock a number of shares of Common Stock for issuance of Underlying Shares are referred to herein as the shares underlying the Preferred Stock equal to 300% of the Required Minimum on the date hereof. “Required Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any shares of Common Stock issuable upon conversion in full of all Preferred Stock, ignoring any conversion limits set forth therein, and assuming that the conversion price of the Preferred Stock is at all times on and after the date of determination the minimum price per share required for either the Company or a Subsidiary to up-list its common stock onto a national stock exchange"Securities."

Issuance of Preferred Stock. The issuance At or prior to June 15, 2015, PBI shall issue to HBI, and HBI shall purchase from PBI, a sufficient number of shares of preferred stock at $1,000 per share to bring current the payment of deferred interest through June 15, 2015 on PBI’s subordinated debentures issued to Patapsco Statutory Trust I and PBI will use the proceeds from the sale of the Preferred Stock is duly authorized andpreferred stock to bring current interest on the above-mentioned subordinated debentures. The preferred stock will be issued pursuant to articles supplementary in the form attached hereto as Exhibit E, upon issuance which PBI shall execute and file with the SDAT in accordance with the terms hereofMGCL. HBI’s obligation to purchase such preferred stock, the Preferred Stock and PBI’s obligation to issue such preferred stock, shall be validly issuedsubject to the following conditions: (A) PBI shall have made a diligent and good faith effort to obtain a waiver of any event of default under the applicable trust preferred security agreements caused by Patapsco Statutory Trust I’s failure to make payment of amounts due and payable on the trust preferred securities and allowing continued deferral of dividends on the trust preferred securities until the Effective Time, fully paid and PBI shall have failed to obtain such waiver; (B) PBI shall have received prior regulatory approval or non-assessableobjection to bring current the payment of amounts due on PBI’s subordinated debentures by payment of any deferred payments plus any accrued interest and other charges and or fees; (C) PBI and HBI shall have received all approvals or non-objections from Regulatory Authorities and all consents from third parties as may be required for the issuance and purchase of the preferred stock and the use of the proceeds from such issuance to pay deferred interest on PBI’s subordinated debentures; and (D) without waiving any of HBI’s rights hereunder, both HBI and PBI will reasonably cooperate to obtain all approvals or non-objections from Regulatory Authorities. The shares parties’ obligations under this Section 5.7(b)(x) shall survive the termination of common stockthis Agreement unless this Agreement is terminated by HBI pursuant to Sections 7.1(b), par value $0.0001 per share (7.1(f), or 7.1(i), by PBI pursuant to Section 7.1(g) or by the “Common Stock”) issued upon conversion mutual consent of the Preferred Stock, when issued and delivered in accordance with the terms of the Preferred Stock, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens (as defined below) imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. Upon issuance in accordance herewith, the issuance by the Company of the Preferred Stock shall be exempt from the registration requirements of the Securities Act by virtue of Section 3(a)(9) thereunder and all of the shares of Common Stock issuable upon conversion of the Preferred Stock shall be transferable and tradable by the Holder parties pursuant to Section 7.1(a). In no event shall HBI be obligated to purchase such preferred stock from PBI, however, if the terms and conditions set forth waiver referred to in the Preferred Stock. The Company has or will, within 30 calendar days from the execution of this Agreement, reserve from its duly authorized capital stock a number of shares of Common Stock for issuance of the shares underlying the Preferred Stock equal to 300% of the Required Minimum on the date hereof. “Required Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any shares of Common Stock issuable upon conversion in full of all Preferred Stock, ignoring any conversion limits set forth therein, and assuming that the conversion price of the Preferred Stock subsection (A) hereof is at all times on and after the date of determination the minimum price per share required for either the Company or a Subsidiary to up-list its common stock onto a national stock exchangegranted.

Issuance of Preferred Stock. The (a) Borrower has authorized the issuance and delivery to the Lender of the Preferred Stock is duly authorized and, upon issuance in accordance with the terms hereof, the Preferred Stock shall be validly issued, fully paid and non-assessable. The 24,250 shares of common stock, par value $0.0001 per share (the “Common Stock”) issued upon conversion of the Preferred Stock, when issued having the powers, preferences, and delivered rights, and the qualifications, limitations, or restrictions thereof set forth in accordance with the terms Certificate of Designation. (b) Borrower hereby agrees to issue to the Preferred StockLender and, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens (as defined below) imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. Upon issuance in accordance herewith, the issuance by the Company of the Preferred Stock shall be exempt from the registration requirements of the Securities Act by virtue of Section 3(a)(9) thereunder and all of the shares of Common Stock issuable upon conversion of the Preferred Stock shall be transferable and tradable by the Holder pursuant subject to the terms and conditions herein set forth, Lender agrees to acquire from the Borrower 24,250 shares of Preferred Stock, in the form of one or more instruments issued in the name of the Lender or that of its nominee, as the Lender shall request, in consideration for the execution and delivery of this Agreement by Lender and the making of the Term Loan and the Advances. (c) Lender represents, and in entering into this Agreement Borrower understands, that Lender is an "accredited investor" within the meaning of Regulation D under the Securities Act of 1933, as amended, that Lender is acquiring the Preferred Stock for the purpose of investment and not with a view to the distribution thereof, and that Lender has no present intention of selling, negotiating, or otherwise disposing of the Preferred Stock; provided, however, that the disposition of Lender's property shall at all times be and remain within its control. (d) Subject to the conditions precedent set forth in Section 3 and in reliance upon the Preferred Stock. The Company has or will, within 30 calendar days from the execution of this Agreement, reserve from its duly authorized capital stock a number of shares of Common Stock for issuance of the shares underlying the Preferred Stock equal to 300% of the Required Minimum on the date hereof. “Required Minimum” means, as of any daterepresentations and warranties set forth in Section 5, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any shares of Common Stock issuable upon conversion in full of all Preferred Stock, ignoring any conversion limits set forth therein, sale and assuming that the conversion price delivery of the Preferred Stock is to be acquired by Lender shall take place at all times the offices of Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, located in New York, New York, at a closing (the "Closing") on and after the date of determination Closing Date. At the minimum price per share required for either Closing, Borrower will deliver to Lender the Company or a Subsidiary Preferred Stock to up-list its common stock onto a national stock exchangebe acquired by it.

Issuance of Preferred Stock. The issuance (a) Subject to the terms and conditions hereof, Company agrees to issue and Purchaser agrees to accept 29,432,320 shares of the Company Preferred Stock is duly authorized and(defined below) in full and complete satisfaction of (i) all amounts owing under the 2016 Convertible Notes through November 30, upon issuance in accordance 2020 (including accrued interest thereon) and (ii) all accrued interest on the Amended SPA Notes through November 30, 2020. The Preferred Stock shall be (i) voting shares, with the terms hereofsame voting rights as common shares, except the Preferred Stock shall have no vote in respect of election of directors, (ii) entitled to such dividends as the Board of Directors of the Company may in its discretion declare (and no dividends may be validly issueddeclared on the Company’s other classes of shares unless a dividend is declared on the Preferred Stock), fully paid and non-assessable. The (iii) have a preference in liquidation ahead of all other classes of Company shares, (iv) be entitled upon a sale of the Company (to be further defined in definitive agreements) to receive the consideration that would be payable in respect of that number of shares of common stock, par value $0.0001 per share (the “Common Stock”) issued upon conversion stock of the Company equal to the number of Preferred Stock, when issued and delivered in accordance (v) otherwise on such other terms and conditions as are mutually agreeable and not inconsistent with the terms of the foregoing (“Preferred Stock, will be duly ”). The authorization and validly issued, fully paid and non-assessable, free and clear of all Liens (as defined below) imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. Upon issuance in accordance herewith, the issuance by the Company of the Preferred Stock shall be exempt from the registration requirements subject to approval of the Securities Act by virtue requisite number of Section 3(a)(9) thereunder and all common shares of the shares of Common Stock issuable upon conversion of Company, in accordance with Nevada law and the Preferred Stock shall be transferable Company’s organizational documents, and tradable by subject to Purchaser’s obligation to remain in compliance with the Holder pursuant to the terms and conditions set forth in the Preferred Stock30% Rule. The Company has and Purchaser shall endeavor to consummate the foregoing transactions prior to January 31, 2021. (b) Notwithstanding any contrary term or will, within 30 calendar days from the execution condition of this Agreement, reserve from its duly authorized capital stock a number of shares of Common Stock for issuance any of the shares underlying the Preferred Stock equal to 300% of the Required Minimum on the date hereof. “Required Minimum” means, as of any dateAmended SPA Notes, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant Amended SPA Notes are hereby amended to the Transaction Documentsprovide as follows, including any shares of Common Stock issuable upon conversion in full of all Preferred Stock, ignoring any conversion limits set forth therein, and assuming that the conversion price of the Preferred Stock is at all times on from and after the date of determination the minimum price per share required for either the Company or a Subsidiary to up-list its common stock onto a national stock exchange.Effective Date:

Issuance of Preferred Stock. The issuance Company shall issue shares of its Preferred Stock (such term, and other capitalized terms used in this Section 2(b) and not otherwise defined in the Indenture, being used as defined in the Restated Certificate of Incorporation) to the Holders and the Manager, as follows: (i) the Company shall issue to the Holders of the Senior Secured Notes all the authorized shares of its Series A Preferred Stock is duly authorized andStock, upon issuance such shares to be issued to such Holders pro rata in accordance with the terms hereofrespective outstanding principal amounts of their Senior Secured Notes; (ii) the Company shall issue to the Holders of the Series I Subordinated Notes and related Warrants all the authorized shares of its Series B Preferred Stock, such shares to be issued to such Holders pro rata in accordance with the respective outstanding principal amounts of their Series I Subordinated Notes; (iii) the Company shall issue to the Holders of the Series II Subordinated Notes and the related Warrants all the authorized shares of its Series C Preferred Stock Stock, such shares to be issued to such Holders pro rata in accordance with the respective outstanding principal amounts of their Series II Subordinated Notes; and (iv) the Company shall be validly issued, fully paid and non-assessableissue to the Manager all the authorized shares of its Series D Preferred Stock. The shares of common stock, par value $0.0001 per share Preferred Stock to be issued as provided above shall be represented by stock certificates (bearing appropriate legends regarding transfer restrictions and the “Common special powers applicable to the Series D Preferred Stock”) issued upon conversion duly executed and delivered on behalf of the Preferred Stock, when issued Company and delivered registered in accordance with the terms name of the Preferred Stockapplicable Holder or the Manager, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens (as defined below) imposed by the Company, other than restrictions on transfer under applicable state and federal securities lawscase may be. Upon issuance in accordance herewith, the issuance by the Company In consideration of the Preferred Stock shall be exempt from foregoing, (A) the registration requirements Holders of the Securities Act by virtue of Senior Secured Notes shall exchange their Senior Secured Notes for new Senior Secured Notes as provided in Section 3(a)(92(a) thereunder and all above, (B) the Holders of the shares of Common Stock issuable upon conversion of Subordinated Secured Notes and the Preferred Stock Warrants shall be transferable surrender the same for cancelation and tradable by (C) the Holder pursuant to Manager shall enter into the terms and conditions set forth Management Agreement as provided in the Preferred Stock. The Company has or will, within 30 calendar days from the execution of this Agreement, reserve from its duly authorized capital stock a number of shares of Common Stock for issuance of the shares underlying the Preferred Stock equal to 300% of the Required Minimum on the date hereof. “Required Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any shares of Common Stock issuable upon conversion in full of all Preferred Stock, ignoring any conversion limits set forth therein, and assuming that the conversion price of the Preferred Stock is at all times on and after the date of determination the minimum price per share required for either the Company or a Subsidiary to up-list its common stock onto a national stock exchangeSection 2(g) below.