Common use of Issuance of Securities Clause in Contracts

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and in accordance with the terms of such securities; (y) the issuance of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case with respect to the foregoing clauses (x), (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to The issuance of the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders Preferred Shares and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes Warrants are duly authorized and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (yi) the issuance maximum number of any Equity Interests pursuant to obligations in effect or contemplated as shares of Common Stock issuable upon conversion of the Restatement Closing Date, in each case to Preferred Shares (without taking into account any limitations on the extent conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) the maximum number of shares of Common Stock issuable upon exercise of the Warrants (assuming for purposes hereof that the Exercise Price (as defined in the Warrants) is equal to $2.00, subject to adjustment for stock dividends and stock splits and without taking into account any limitations on Schedule 8.22 and the exercise of the Warrants set forth in the Warrants). Upon issuance or conversion in accordance with the terms Certificate of such Equity Interests; Designations or exercise in accordance with the Warrants, as the case may be, the Conversion Shares and (z) Equity Interests issued to employeesthe Warrant Shares, consultantsrespectively, directorswill be validly issued, advisors fully paid and nonassessable and free from all preemptive or other third partiessimilar rights, in exchange for the provision of goods or services to any Credit Partytaxes, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case liens and charges with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (acollectively “Liens”) Notwithstanding anything with respect to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and issuance thereof. The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is Notes not less than 150% of the higher sum of (i) the lowest maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price under (as defined in the Amended Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and Restated will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the highest Restatement Conversion Price determined for maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any Incremental Advances completed up to limitations on the time exercise of such issuance (such an issuance is a “Down Round”the Warrants set forth therein). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such Upon issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments or conversion in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and exercise in accordance with the terms of such securities; Warrants (y) as the issuance of any Equity Interests pursuant to obligations in effect case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors similar rights or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. The issuance of the Initial Preferred Shares is duly authorized and upon issuance in accordance with the terms of the Transaction Documents and upon payment therefor, shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (acollectively “Liens”) Notwithstanding anything with respect to the contrary herein or in any issuance thereof, other Operative Documentthan, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (restrictions on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price transfer under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such securities laws. The issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes Preferred Warrants is duly authorized and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be validly issued and free from all Liens with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (i) 150% of the maximum number of Conversion Shares issuable upon conversion of the Preferred Shares (assuming for purposes hereof that (w) the Preferred Warrants have been exercised in full, (x) the Preferred Shares are convertible at the Floor Price (as defined in the Certificate of Designations) as of the date hereof, and (y) any such conversion shall not take into account any limitations on the issuance of any Equity Interests pursuant to obligations in effect or contemplated as conversion of the Restatement Closing Date, in each case to the extent Preferred Shares set forth in the Certificate of Designations), and (ii) 100% of the maximum number of Warrant Preferred Shares initially issuable upon exercise of the Preferred Warrants (without taking into account any limitations on Schedule 8.22 and the exercise of the Preferred Warrants set forth therein). Upon issuance or conversion in accordance with the terms Certificate of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit PartyDesignations, or exercise in accordance with the Preferred Warrants (as part of their compensationthe case may be), to the extent not otherwise prohibited by Conversion Shares and the Operative DocumentsWarrant Preferred Shares, in each case respectively, when issued and paid for, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the foregoing clauses (x)issue thereof, (y) and (z)other than, only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For for the avoidance of doubt, this Section 8.22(a) shall not apply in connection restrictions on transfer under the securities laws, with the issuance holders being entitled to all rights accorded to a holder of Common Stock or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything Preferred Shares, as the case may be. Subject to the contrary herein or accuracy of the representations and warranties of the Buyers in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuancethis Agreement, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such offer and issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at by the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount Company of the Tranche 4 Advance and Securities is exempt from registration under the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers)1933 Act. (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to As of the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Closing, the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders Series A Stock and the CompanySeries A-1 Stock will have been duly authorized and, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; hereof, shall be (yi) validly issued, fully paid and non-assessable, (ii) free from all taxes, liens and charges with respect to the issuance thereof and (iii) entitled to the rights and preferences set forth in the Certificates of Designation. As of the Closing, at least 12,200,390 shares of Common Stock (subject to adjustment pursuant to the completion of any Equity Interests stock dividend, stock subdivision, stock combination, recapitalization, reorganization, consolidation, or merger) will have been duly authorized and reserved for issuance upon conversion of the Series A Closing Shares and upon exercise of the Warrants. As of the Closing, at least 340,000 shares of Series A Stock (subject to adjustment pursuant to obligations in effect the completion of any stock dividend, stock subdivision, stock combination, recapitalization, reorganization, consolidation, or contemplated as merger) will have been duly authorized and reserved for issuance upon conversion of the Restatement Closing Date, in each case to Series A-1 Purchased Shares. Upon conversion of the extent set forth on Schedule 8.22 and Series A Stock in accordance with the terms Series A Designation and upon the exercise of such Equity Interests; the Warrants in accordance with their terms, the shares of Conversion Stock and Warrant Stock, as applicable, shall be (zi) Equity Interests issued to employeesvalidly issued, consultantsfully paid and non-assessable, directors(ii) free from all taxes, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case liens and charges with respect to the foregoing clauses (x), (y) issuance thereof and (z), only if such issuance was approved or otherwise authorized by iii) entitled to the board rights accorded to a holder of directors Common Stock. Upon conversion of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur Series A-1 Stock in accordance with the Series A-1 Designation, the shares of Series A-1 Conversion Stock shall be (i) validly issued, fully paid and non-assessable, (ii) free from all taxes, liens and charges with respect to the issuance thereof and (iii) entitled to the rights accorded to a holder of Series A Stock under the Series A Designation. Subject to the accuracy of the representations and warranties of each of the Purchasers in this Agreement, the issuance by the Company of the Securities is exempt from registration under the Securities Act and applicable state securities laws, and the Securities will be issued in compliance with all applicable state and federal securities laws. The issuance of the Securities are not (and will not be) subject to any preemptive rights or rights of first refusal. Upon the Closing, each share of Series A Stock shall be convertible pursuant to the terms of this Section 8.22the Series A Designation into 48.69735 shares of Common Stock. For Upon the avoidance Closing, each share of doubt, Series A-1 Stock shall be convertible pursuant to the Company could be required to both complete a Down-Round Price Reset and terms of the Pre-Emptive Right OfferSeries A-1 Designation into one share of Series A Stock.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance The issuance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and the Warrants are duly authorized and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be validly issued and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (yi) 110% of the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that the Notes are convertible at the initial Conversion Price (as defined in the Notes) and without taking into account any limitations on the conversion of the Notes set forth in the Notes), (ii) 110% of the maximum number of Interest Shares issuable pursuant to the terms of the Notes from the Closing Date through the second anniversary of the Closing Date (determined as if issued on the Trading Day (as defined in the Notes) immediately preceding the Closing Date without taking into account any limitations on the issuance of any Equity Interests pursuant to obligations securities set forth in effect or contemplated as the Notes) and (iii) the maximum number of Warrant Shares issuable upon exercise of the Restatement Closing Date, in each case to Warrants (without taking into account any limitations on the extent exercise of the Warrants set forth on Schedule 8.22 and therein). Upon issuance or conversion in accordance with the terms of such Equity Interests; Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares, the Interest Shares and (z) Equity Interests issued to employeesthe Warrant Shares, consultantsrespectively, directorswhen issued, advisors will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens, charges and other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case encumbrances with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (acollectively “Liens”) Notwithstanding anything with respect to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for issuance thereof. As of the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Closing, the price of which (on a per Share equivalent basis) is Company shall have reserved from its duly authorized capital stock not less than the higher sum of (i) 200% of the lowest maximum number of Conversion Shares issuable upon conversion of the Preferred Shares (assuming for purposes hereof that (x) the Preferred Shares are convertible at the Alternate Conversion Price under (as defined in the Amended Certificate of Designations) assuming an Alternate Conversion Date (as defined in the Certificate of Designations) as of the date hereof, and Restated Notes(y) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations), and (ii) the highest Restatement Conversion Price determined for maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any Incremental Advances completed up to limitations on the time exercise of such issuance (such an issuance is a “Down Round”the Warrants set forth therein). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such Upon issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments or conversion in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange Preferred Shares or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and exercise in accordance with the terms of such securities; Warrants (y) as the issuance of any Equity Interests pursuant to obligations in effect case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors similar rights or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything The issuance of the Preferred Shares, subject to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for acceptance of the avoidance Certificate of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), Designations by the price Secretary of which (on a per Share equivalent basis) is less than State of the higher State of (i) the lowest Conversion Price under the Amended and Restated NotesDelaware, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such Warrants are duly authorized and upon issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and in accordance with the terms of such securities; the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (ycollectively “Liens”) with respect to the issuance of any Equity Interests pursuant to obligations in effect or contemplated as thereof. As of the Restatement Closing DateClosing, in each case to the extent Company shall have reserved from its duly authorized share capital not less than the sum of (i) 200% of the maximum number of Conversion Shares issuable upon conversion of the Preferred Shares (assuming for purposes hereof that the Preferred Shares are convertible at the initial Conversion Price and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations), and (ii) 200% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on Schedule 8.22 and the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the terms of such Equity Interests; Preferred Shares or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and (z) Equity Interests issued to employeesthe Warrant Shares, consultantsrespectively, directorswhen issued, advisors will be validly issued, fully paid and nonassessable and free from all preemptive or other third parties, in exchange for the provision of goods similar rights or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses issue thereof, with the holders being entitled to all rights accorded to a holder of shares of Common Stock (xother than restrictions on transfer as described in Section 2(g)). Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, (y) the offer and (z), only if such issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to The issuance of the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Notes, the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 Incremental Warrants are duly authorized and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 200% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Floor Price or the Adjusted Floor Price (each as defined in the Notes), as applicable, as of the date hereof, (y) interest on the issuance Notes shall accrue through the three (3) year anniversary of any Equity Interests pursuant the Closing Date, and will be converted into shares of Common Stock at a conversion price equal to obligations in effect the Floor Price or contemplated the Adjusted Floor Price, as applicable, as of the Restatement date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein), (iii) the maximum number of Incremental Conversion Shares issuable upon conversion of the Incremental Notes (assuming for purposes hereof that (x) the Incremental Notes are convertible at the Floor Price or the Adjusted Floor Price (each as defined in the Incremental Notes), as applicable, as of the date hereof, (y) such Incremental Notes are issued upon exercise or cancellation of the Incremental Warrants every ninety (90) days following the Closing DateDate until all such Incremental Warrants have been exercised or cancelled and interest on the Incremental Notes shall accrue through the three (3) year anniversary of the applicable issuance date of such Incremental Note, in each case as applicable, and will be converted into shares of Common Stock at a conversion price equal to the extent Floor Price or the Adjusted Floor Price, as applicable, as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Incremental Notes set forth in the Incremental Notes) and (iv) the maximum number of Incremental Warrant Shares initially issuable upon exercise of the Incremental Common Warrants (without taking into account any limitations on Schedule 8.22 and the exercise of the Incremental Common Warrants set forth therein). Upon issuance, conversion or exercise in accordance with the terms of such Equity Interests; Notes, the Warrants the Incremental Notes and (z) Equity Interests issued to employeesthe Incremental Common Warrants, consultantsthe Conversion Shares, directorsthe Warrant Shares, advisors the Incremental Conversion Shares and the Incremental Warrant Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or other third parties, in exchange for the provision of goods similar rights or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to The issuance of the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders Preferred Shares and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes Warrants are duly authorized and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; (y) the issuance of any Equity Interests pursuant to obligations in effect or contemplated applicable Transaction Documents shall be validly issued, fully paid and non-assessable and free from all Encumbrances. The Company shall have reserved from its duly authorized capital stock as of the Restatement date hereof, in addition to authorized capital stock reserved for all Other Securities, not less than 150% of the maximum number of Conversion Shares issuable upon conversion of the Preferred Shares being acquired at the Initial Closing (determined without taking into account any limitations on the conversion of the Preferred Shares set forth therein and assuming that the Preferred Shares are convertible at the initial Series A Conversion Rate (as defined in the Certificate of Designation). The Company shall have reserved from its duly authorized capital stock as of the Closing Date, in each case addition to authorized capital stock reserved for all Other Securities, not less than 150% of (a) the extent maximum number of Conversion Shares issuable upon conversion of the Preferred Shares (determined without taking into account any limitations on the conversion of the Preferred Shares set forth therein and assuming that the Preferred Shares are convertible at the initial Series A Conversion Rate (as defined in the Certificate of Designation)) and (b) the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on Schedule 8.22 and the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors Preferred Shares or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case with respect to the foregoing clauses (x), (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur exercise in accordance with the terms of this Section 8.22. For Warrants (as the avoidance of doubtcase may be), the Company could be required to both complete a Down-Round Price Reset Conversion Shares and the Pre-Emptive Right OfferWarrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all Encumbrances, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the representations and warranties of the Investor contained in Article III are true, the offer and issuance by the Company of the Securities is exempt from registration under the Securities Act.

Issuance of Securities. (a) Notwithstanding anything The Notes, the Guarantees and the Warrants have been duly authorized and, upon issuance, shall be validly issued and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the contrary herein issue thereof. As of the Initial Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or in any other Operative Document, issue any Equity Interest, including, without limitation and for exceeds (the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive InterestsRequired Reserve Amount”), ) the price of which (on a per Share equivalent basis) is less than the higher sum of (i) 130% of the lowest maximum number of Conversion Price under Shares issuable pursuant to the Amended and Restated Notes based on the Conversion Rate (as defined in the Notes) in effect as of the Initial Closing Date (without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes), and (ii) the highest Restatement Conversion Price determined for maximum number of Warrant Shares issuable upon exercise of the Warrants, (without taking into account any Incremental Advances completed up to limitations on the time exercise of such issuance the Warrants set forth in the Warrants) and (such an issuance iii) 130% of the maximum number of shares issuable as Interest Shares assuming all Interest (as defined in the Notes) through the Maturity Date (as defined in the Notes) is a “Down Round”paid in Interest Shares at the maximum possible Interest Rate (as defined in the Notes). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) Upon conversion of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and in accordance with the terms of such securities; (y) the issuance of any Equity Interests pursuant to obligations in effect thereof or contemplated as exercise of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and Warrants in accordance with the terms of such Equity Interests; thereof, as the case may be, the Conversion Shares or the Warrant Shares, as the case may be, will be validly issued, fully paid and (z) Equity Interests issued to employeesnonassessable and free from all preemptive or similar rights, consultantstaxes, directorsliens, advisors or charges and other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case encumbrances with respect to the foregoing clauses (x)issue thereof, (y) with the holders thereof being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and (z)warranties set forth in Section 2 of this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company and the Guarantors of the Company, there is no Event of Default at Securities will be exempt from the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as registration requirements under the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. The issuance of the Preferred Shares is duly authorized and, upon issuance in accordance with the terms of the Transaction Documents, shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (acollectively “Liens”) Notwithstanding anything with respect to the contrary herein issuance thereof, and shall vest in the Purchasers full and sole title and power to the Preferred Shares purchased hereby by the Purchasers, free and clear of restrictions on transfer other than those imposed by the federal securities laws. The issuance of the Conversion Shares is duly authorized, and upon issuance in accordance with the Certificate of Designations, the Conversion Shares when issued will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. The issuance of the Warrants and the Warrant Shares is duly authorized, and upon issuance of such securities in any other Operative Documentaccordance with terms of the Transaction Documents or the Warrants, respectively, the Warrants and Warrant Shares when issued will each be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes or Liens with respect to the issue any Equity Interestthereof, includingwith the holders being entitled to all rights accorded to a holder of Common Stock. As of each Closing, without limitation and for the avoidance Company shall have reserved from its duly authorized capital stock not less than 100% of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation the sum of the maximum number of (A) Conversion Shares issuable pursuant to acquire, any Equity Interestthe terms of the Certificate of Designations, including, without limitation, upon conversion or otherwise (assuming for such purpose that (x) such Preferred Shares are convertible at the initial Conversion Price (as defined in the Certificate of Designations), (y) dividends on the Preferred Shares shall accrue through the twelve month anniversary of the Closing Date and will be converted in shares of Common Stock at a dividend conversion price equal to the initial Conversion Price and (z) any Indebtedness which would otherwise be permitted under Section 8.2 such conversion shall not take into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations); and (collectively, B) Warrant Shares issuable pursuant to the terms of the Warrants (assuming for such purpose that (x) such Warrants are exercisable at the initial Exercise Price (as defined in the Warrant) (y) any such exercise shall not take into account any limitations on the exercise of the Warrants set forth in the Warrant) (the “Dilutive InterestsRequired Reserve Amount”), the price of which (on a per Share equivalent basis) is less than the higher of . “Common Stock” means (i) the lowest Conversion Price under the Amended and Restated NotesCompany’s shares of common stock, $0.0001 par value per share, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and in accordance with the terms of such securities; (y) the issuance of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case with respect to the foregoing clauses (x), (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advancecommon stock. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to Sprint shall not, and shall not permit any of its Subsidiaries to, issue, deliver or sell, or authorize or propose the contrary herein issuance, delivery or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubtsale of, any security evidencing Indebtedness which is shares of its capital stock of any class, any Sprint Voting Debt or any securities convertible into or exchangeable exercisable for, or represents an optionany rights, right warrants or obligation options to acquire, any Equity Interestsuch shares or Sprint Voting Debt, includingor enter into any agreement with respect to any of the foregoing, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less other than the higher of (i) the lowest Conversion Price issuance of Sprint Common Stock (and the associated Sprint Rights) upon the exercise of stock options or in connection with rights under other stock-based benefits plans, to the Amended and Restated Notesextent such options or rights are outstanding on the date hereof in accordance with their present terms or upon the exercise of the stock options issued pursuant to clause (vi) below, and (ii) the highest Restatement issuance of Sprint Capital Stock upon the conversion of Sprint Conversion Price determined for any Incremental Advances completed up Securities pursuant to the time terms thereof as in effect on the date hereof, (iii) the issuance of such issuance (such an issuance is a “Down Round”). Notwithstanding Sprint PCS Stock pursuant to the foregoing restriction, exercise of Warrants pursuant to the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) terms of the Dilutive Interests being issued Warrant Agreements as in effect on the date hereof, (iv) issuances by a wholly owned Subsidiary of Sprint of capital stock to such Down Round Subsidiary's parent, (in each case, such prices remaining subject to further adjustments v) issuances in accordance with the Notes Sprint Rights Agreement, (vi) issuances of stock options in connection with regular option grants by Sprint or issuances of stock options for new hires or issuances of restricted stock, in each case in the ordinary course of business and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date consistent with past practice pursuant to the extent set forth on Schedule 8.22 and in accordance with the terms of such securities; Sprint Benefit Plans, (yvii) the issuance of any Equity Interests shares of Sprint Capital Stock pursuant to obligations in effect purchase rights or contemplated as preemptive rights held by stockholders of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with Sprint under the terms of the instruments or agreements as in effect on the date hereof pursuant to which such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case with respect to the foregoing clauses (x)shares were issued, (yviii) and (z), only if such the issuance was approved of Sprint Capital Stock pursuant to acquisitions permitted under Section 4.1(e) hereof or otherwise authorized by the board of directors under Section 4.1 of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring Sprint Disclosure Schedule or (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (Aix) giving notice as contemplated provided in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount 5.7 of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers)Sprint Disclosure Schedule. (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (acollectively “Liens”) Notwithstanding anything with respect to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for issuance thereof. As of the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Closing, the price of which (on a per Share equivalent basis) is Company shall have reserved from its duly authorized share capital not less than the higher sum of 150% of (i) the lowest maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Conversion Price under (as defined in the Amended Notes) assuming a Conversion Date (as defined in the Notes) as of such date of determination, (y) interest on the Notes shall accrue through the first anniversary of the Closing Date and Restated will be converted in Common Stock at a conversion price equal to the Conversion Price assuming a Conversion Date as of such date of determination, and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the highest Restatement Conversion Price determined for maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any Incremental Advances completed up to limitations on the time exercise of such issuance (such an issuance is a “Down Round”the Warrants set forth therein). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such Upon issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments or conversion in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exerciseNotes, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and exercise in accordance with the terms of such securities; Warrants (y) as the issuance of any Equity Interests pursuant to obligations in effect case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors similar rights or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. The issuance of the Notes and Incremental Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid, and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests, and other encumbrances (acollectively “Liens”) Notwithstanding anything with respect to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for issuance thereof. As of the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Closing, the price of which (on a per Share equivalent basis) is Company shall have reserved from its duly authorized capital stock not less than 100% of the higher sum of (i) the lowest maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Floor Price under or the Amended Adjusted Floor Price (each as defined in the Notes), as applicable, as of the date hereof, (y) interest on the Notes shall accrue through the eighteen (18) month anniversary of the Closing Date, will be paid in Interest Shares (as defined in the Notes) at a value equal to the Floor Price or the Adjusted Floor Price as applicable, and Restated will be converted in Ordinary Shares at a conversion price equal to the Floor Price or the Adjusted Floor Price, as applicable, as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes, ) and (ii) the highest Restatement maximum number of Incremental Conversion Shares issuable upon conversion of the Incremental Notes (assuming for purposes hereof that (x) the Incremental Notes are convertible at the Floor Price determined for any or the Adjusted Floor Price (each as defined in the Incremental Advances completed up Notes), as applicable, as of the date hereof, (y) such Incremental Notes are issued upon exercise or cancellation of the Incremental Warrants every ninety (90) days following the Closing Date until all such Incremental Warrants have been exercised or canceled and interest on the Incremental Notes shall accrue through the eighteen (18) month anniversary of the applicable issuance date of such Incremental Note, as applicable, will be paid in Interest Shares (as defined in the Incremental Notes) at a value equal to the time Floor Price or the Adjusted Floor Price, as applicable and will be converted in Ordinary Shares at a conversion price equal to the Floor Price or the Adjusted Floor Price, as applicable, as of the date hereof and (z) any such issuance (such an issuance is a “Down Round”conversion shall not take into account any limitations on the conversion of the Incremental Notes set forth in the Incremental Notes). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such Upon issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments or conversion in accordance with the Notes and Warrants the Incremental Notes, the Conversion Shares, the Interest Shares and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not Incremental Conversion Shares, when issued, will be required for any Down-Round involving (x) the exercisevalidly issued, conversionfully paid, exchange and nonassessable and free from all preemptive or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and in accordance with the terms of such securities; (y) the issuance of any Equity Interests pursuant to obligations in effect similar rights or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Ordinary Shares. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything The issuance of the Preferred Stock and the Warrants are duly authorized and, upon issuance in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for thereof. As of the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Closing, the price of which (on a per Share equivalent basis) is Company shall have reserved from its duly authorized capital stock not less than 133% of the higher sum of (i) the lowest maximum number of Conversion Shares issuable upon conversion of the Preferred Stock (assuming for purposes hereof that the Preferred Stock is convertible at the Conversion Price under (as defined in the Amended Certificate of Designation) and Restated Noteswithout taking into account any limitations on the conversion of the Preferred Stock set forth in the Certificate of Designation), and (ii) the highest Restatement Conversion Price determined for maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any Incremental Advances completed up to limitations on the time exercise of such issuance (such an issuance is a “Down Round”the Warrants set forth therein). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such The issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each caseConversion Shares is duly authorized, such prices remaining subject to further adjustments and upon conversion of the Preferred Stock in accordance with the Notes Certificate of Designation, the Conversion Shares, when issued, will be validly issued, fully paid and Warrants non-assessable and this Section 8.22) (free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the foregoing clause is referred issue thereof, with the holders being entitled to as the “Down-Round Price Reset”)all rights accorded to a holder of Common Stock. The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as issuance of the Restatement Closing Date to the extent set forth on Schedule 8.22 Warrant Shares is duly authorized, and upon exercise in accordance with the terms of such securities; (y) Warrants, the issuance of any Equity Interests pursuant to obligations in effect Warrant Shares, when issued, will be validly issued, fully paid and non-assessable and free from all preemptive or contemplated as of the Restatement Closing Datesimilar rights, in each case to the extent set forth on Schedule 8.22 taxes, liens, charges and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case encumbrances with respect to the foregoing clauses issue thereof, with the holders of the Warrant Shares being entitled to all rights accorded to a holder of Common Stock. The issuance by the Company of the Securities has been registered under the 1933 Act, the Securities will be issued pursuant to the Registration Statement (x), (yas defined below) and (z)all of the Securities will be freely transferable and freely tradable by each of the Investors without restriction. Prior to the Closing Date, only if such the Registration Statement will be effective and available for the issuance was approved of the Securities thereunder and the Company will not have received any notice that the SEC has issued or intends to issue a stop-order with respect to the Registration Statement or that the SEC otherwise authorized has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The “Plan of Distribution” section under the Registration Statement permits the issuance and sale of the Securities hereunder and as contemplated by the board of directors other Transaction Documents. Upon receipt of the Companyapplicable Securities, there is no Event of Default at the time of each such issuance Investor will have good and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything marketable title to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a applicable Securities. “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if Common Stock” means (i) there is no Event the Company’s shares of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; common stock, $0.001 par value per share, and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and capital stock into which such common stock shall have been changed or any share capital resulting from a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number reclassification of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers)common stock. (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (acollectively “Liens”) Notwithstanding anything with respect to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for issuance thereof. As of the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Closing, the price of which (on a per Share equivalent basis) is Company shall have reserved from its duly authorized capital stock not less than 300% of the higher sum of (i) the lowest maximum number of Conversion Shares issuable upon conversion of the Preferred Shares (assuming for purposes hereof that (x) the Preferred Shares are convertible at the Alternate Conversion Price under (as defined in the Amended Certificate of Designations) then in effect assuming an Alternate Conversion Date (as defined in the Certificate of Designations) as of the date hereof, (y) dividends on the Preferred Shares shall accrue through the eighteen month anniversary of the Closing Date and Restated Noteswill be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price (as defined in the Certificate of Designations) assuming an Alternate Conversion Date (as defined in the Certificate of Designations) as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Series C Preferred Stock set forth in the Certificate of Designations), and (ii) the highest Restatement Conversion Price determined for maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any Incremental Advances completed up to limitations on the time exercise of such issuance (such an issuance is a “Down Round”the Warrants set forth therein). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such Upon issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments or conversion in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange Certificate of Designations or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and exercise in accordance with the terms of such securities; Warrants (y) as the issuance of any Equity Interests pursuant to obligations in effect case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors similar rights or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (acollectively “Liens”) Notwithstanding anything with respect to the contrary herein or in any other Operative Documentissuance thereof. The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes, issue any Equity Interest, including, without limitation and for (i) prior to the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 Stockholder Approval Date (collectively, “Dilutive Interests”as defined below), no shares of Common Stock, and (ii) from and after the price of which (on a per Share equivalent basis) is Stockholder Approval Date, not less than 150% of the higher sum of (i) the lowest maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price under (as defined in the Amended Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and Restated will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the highest Restatement Conversion Price determined for maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any Incremental Advances completed up to limitations on the time exercise of such issuance (such an issuance is a “Down Round”the Warrants set forth therein). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such Upon issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments or conversion in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and exercise in accordance with the terms of such securities; Warrants (y) as the issuance of any Equity Interests pursuant to obligations in effect case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors similar rights or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to The issuance of the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Common Shares, the price of which (on a per Share equivalent basis) is less than Prefunded Warrants and the higher of (i) the lowest Conversion Price under the Amended and Restated NotesWarrants are duly authorized and, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such upon issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and payment in accordance with the terms of such securities; the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (ycollectively “Liens”) with respect to the issuance of any Equity Interests pursuant to obligations in effect or contemplated as thereof. As of the Restatement Closing DateClosing, in each case to the extent Company shall have reserved from its duly authorized capital stock not less than 200% of the maximum number of shares of Common Stock issuable upon exercise of the Prefunded Warrants and exercise of the Warrants (without taking into account any limitations on the exercise of the Prefunded Warrants set forth on Schedule 8.22 in the Prefunded Warrant and the exercise of the Warrant Shares set forth in the Warrants). Upon exercise in accordance with the terms of such Equity Interests; Warrants, the Warrant Shares, when issued, will be validly issued, fully paid and (z) Equity Interests issued to employees, consultants, directors, advisors nonassessable and free from all preemptive or other third parties, in exchange for the provision of goods similar rights or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests holders being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered entitled to all other purchasers thereof (provided that the issuance rights accorded to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion holder of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive IssuanceCommon Stock. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur Upon exchange in accordance with the terms of this Section 8.22. For the avoidance of doubtPrefunded Warrants, the shares of Common Stock issuable upon exercise of the Prefunded Warrants, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company could be required to both complete a Down-Round Price Reset and of the Pre-Emptive Right OfferSecurities is exempt from registration under the 1933 Act.

Issuance of Securities. (a) Notwithstanding anything No party shall, nor shall any party permit any of its Subsidiaries to, issue, agree to issue, deliver, sell, award, pledge, dispose of or otherwise encumber or authorize or propose the contrary herein issuance, delivery, sale, award, pledge, disposal or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubtencumbrance of, any security evidencing Indebtedness which is shares of their capital stock of any class or any securities convertible into or exchangeable for, or represents an optionany rights, right warrants or obligation options to acquire, any Equity Interestsuch shares or convertible or exchangeable securities, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 other than (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basisw) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up pursuant to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restrictionStock Option Agreements, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) pursuant to the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as Benefit Plans relating to the WPL Subsidiaries listed in (and in amounts no greater than those set forth in) Section 7.4 of the Restatement Closing Date to the extent set forth on Schedule 8.22 and in accordance with the terms of such securities; WPL Disclosure Schedule, (y) the issuance issuances by a Subsidiary of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case a party hereto to the extent set forth on Schedule 8.22 and in accordance with the terms party that directly or indirectly controls such Subsidiary or to a wholly-owned Subsidiary of such Equity Interests; party, and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, issuances: (i) in exchange for the provision case of goods or services to any Credit Party, or as part of their compensation, to IES and the extent not otherwise prohibited by the Operative Documents, in each case with respect to the foregoing clauses (x), (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first IES Subsidiaries (A) giving notice as contemplated in Section 8.22(b) below and connection with refunding IES Preferred Stock or Utilities Preferred Stock with preferred stock or debt at a lower cost of funds (calculating such cost on an after-tax basis); and (B) executing such documentation as the Majority Holders may require up to document the Down-Round Price Reset450,000 shares of IES Common Stock to be issued for general corporate purposes, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply issuances in connection with the issuance or amendment acquisitions and financing and issuances pursuant to employee benefit plans, stock option and other incentive compensation plans, directors plans and stock purchase plans; (C) issuances of any IES Common Stock pursuant to IES dividend reinvestment plans; and (D) issuances of securities pursuant to the IES Rights Agreement. (ii) in the case of WPL and the WPL Subsidiaries (A) in connection with refunding of WP&LC Preferred Stock with preferred stock or debt at a lower cost of funds (calculating such cost on an Incremental Advanceafter-tax basis); and (B) up to 1 million shares of WPL Common Stock to be issued for general corporate purposes, including issuances in connection with acquisitions and financing and issuances pursuant to employee benefit plans, stock option and other incentive compensation plans, directors plans and stock purchase plans; (C) issuances of WPL Common Stock pursuant to WPL dividend reinvestment plans; and (D) issuances of securities pursuant to the WPL Rights Agreement. (iii) in the case of Interstate and the Interstate Subsidiaries (A) in connection with refunding of Interstate Preferred Stock with preferred stock or debt at a lower cost of funds (calculating such cost on an after-tax basis); and (B) up to 200,000 shares of Interstate Common Stock to be issued for general corporate purposes, including issuances in connection with acquisitions and financing and issuances pursuant to employee benefit plans, stock option and other incentive compensation plans, directors plans and stock purchase plans; and (C) issuances of Interstate Common Stock pursuant to Interstate's dividend reinvestment plans. (b) Notwithstanding anything The parties shall promptly furnish to each other such information as may be reasonably requested including financial information and take such action as may be reasonably necessary and otherwise fully cooperate with each other in the contrary herein or in preparation of any registration statement under the Securities Act and other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances documents necessary in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”)securities as contemplated by this Section 7.4, provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers)obtaining customary indemnities. (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to The issuance of the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders Preferred Shares and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes Warrants have been duly authorized and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300% of the maximum number of shares of Common Stock issuable (yi) upon conversion of the issuance maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any Equity Interests pursuant to obligations limitations on the conversion of the Preferred Shares set forth in effect or contemplated the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the Restatement Closing Date, in each case to trading day immediately preceding the extent set forth on Schedule 8.22 and applicable date of determination. Upon issuance or conversion in accordance with the terms Certificate of such Equity Interests; Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (zincluding by Cashless Exercise) Equity Interests issued to employeesthereunder, consultantsthe Conversion Shares and the Warrant Shares, directorsrespectively, advisors will be validly issued, fully paid and nonassessable and free from all preemptive or other third partiessimilar rights, in exchange for the provision of goods or services to any Credit Partytaxes, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case liens and charges with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and (z)warranties set forth in Section 2 of this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”)1933 Act. No Credit Party shall close an issuance of Dilutive Interests without first (AThis Section 3(c) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result limitation described in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion second to last sentence of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers3(b). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything The Securities to be issued hereunder are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be free from all taxes, Liens and charges with respect to the contrary herein issuance thereof. As of the Closing, the Company has not authorized or in reserved any other Operative Document, issue any Equity Interest, including, without limitation and shares of Common Stock for the avoidance issuance of doubt, any security evidencing Indebtedness which is convertible the Debenture Shares or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 the Warrant Shares. (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basisb) is less than the higher of Except for (i) the lowest Conversion Price under filing of the Amended Company’s amended and Restated Notesrestated articles of incorporation, and (ii) the highest Restatement Conversion Price determined reservation by the Board (as hereinafter defined) of 25,661,088 shares of Common Stock for any Incremental Advances completed up to issuance upon conversion of the time Debenture and exercise of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restrictionWarrants as contemplated by Section 7.15(a) hereof, all actions by the Board, the Company may issue a Down Round if there is no Event and its stockholders necessary for the valid issuance of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders Debenture Shares and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject Warrant Shares pursuant to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and in accordance with the terms of such securities; (y) the issuance of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case with respect to the foregoing clauses (x), (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance Debenture and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000Warrants, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (includingrespectively, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers)been taken. (c) No Credit Party other than Subject to the provisions of Section 7.15(a) hereof, the Debenture Shares and Warrant Shares, when issued and paid for upon conversion of the Debenture or exercise of the Warrants, respectively, will be validly issued, fully paid and nonassessable and free from all taxes, Liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Article IV hereof, the issuance by the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as to the Purchaser of the Restatement Closing DateSecurities is exempt from registration under the Securities Act. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such The issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes are duly authorized and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 200% of the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the issuance Notes shall accrue through the thirty-six month anniversary of any Equity Interests pursuant the Closing Date and will be converted in shares of Common Stock at a conversion price equal to obligations in effect or contemplated the Alternate Conversion Price assuming an Alternate Conversion Date as of the Restatement Closing Date, in each case to date hereof and (z) any such conversion shall not take into account any limitations on the extent conversion of the Notes set forth in the Notes), and (ii) 100% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on Schedule 8.22 the exercise of the Warrants set forth therein). The issuance of the Commitment Shares are duly authorized and upon issuance in accordance with the terms of such Equity Interests; the Transaction Documents shall be validly issued, fully paid and (z) Equity Interests issued to employees, consultants, directors, advisors non-assessable and free from all preemptive or other third parties, in exchange for the provision of goods similar rights or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the holders being entitled to all rights accorded to a holder of Common Stock. Upon issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur conversion in accordance with the terms of this Section 8.22. For Notes or exercise in accordance with the avoidance of doubtWarrants (as the case may be), the Company could be required to both complete a Down-Round Price Reset Conversion Shares and the Pre-Emptive Right OfferWarrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such The issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes are duly authorized and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (ycollectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 200% of the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (i) the issuance Notes are convertible at the Alternate Conversion Event of any Equity Interests pursuant to obligations Default Price (as defined in effect or contemplated the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the Restatement Closing Date, (ii) interest on the Notes shall accrue through the second anniversary of the Closing Date and will be converted in each case shares of Common Stock at a conversion price equal to the extent Alternate Conversion Event of Default Price (as defined in the Notes) assuming an Alternate Conversion Date as of the Closing Date and (iii) any such conversion shall not take into account any limitations on the conversion of the Notes set forth on Schedule 8.22 and in the Notes). Upon issuance or conversion in accordance with the terms of such Equity Interests; Notes, the Conversion Shares, when issued, will be validly issued, fully paid and (z) Equity Interests issued to employees, consultants, directors, advisors nonassessable and free from all preemptive or other third parties, in exchange for the provision of goods similar rights or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such Upon issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and payment thereof in accordance with the terms and conditions of such securities; (y) this Agreement, the issuance Purchase Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 first refusal and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case preemptive rights with respect to the foregoing clauses issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. 8,000,000 shares of Common Stock have been duly authorized and reserved for issuance upon purchase under this Agreement as Purchase Shares. 242,529 shares of Common Stock (x)subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) have been duly authorized and reserved for issuance as Initial Commitment Shares (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated defined below in Section 8.22(b5(e)) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with this Agreement. The Initial Commitment Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the terms issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. 113,636 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) have been duly authorized and reserved for issuance as Initial Purchase Shares. The Initial Purchase Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. 404,216 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) have been duly authorized and reserved for issuance as Additional Commitment Shares (as defined below in Section 5(e)) in accordance with this Section 8.22Agreement. For the avoidance of doubtWhen issued in accordance with this Agreement, the Company could Additional Commitment Shares shall be required validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to both complete the issue thereof, with the holders being entitled to all rights accorded to a Down-Round Price Reset and the Pre-Emptive Right Offerholder of Common Stock.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance The issuance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and the Warrants are duly authorized and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (i) 200% the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the issuance Notes shall accrue through the eighteen month anniversary of any Equity Interests pursuant the Closing Date and will be converted in shares of Common Stock at a conversion price equal to obligations in effect or contemplated the Alternate Conversion Price assuming an Alternate Conversion Date as of the Restatement Closing Date, in each case to date hereof and (z) any such conversion shall not take into account any limitations on the extent conversion of the Notes set forth in the Notes), and (ii) 100% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on Schedule 8.22 the exercise of the Warrants set forth therein). The issuance of the Commitment Shares are duly authorized and upon issuance in accordance with the terms of such Equity Interests; the Transaction Documents shall be validly issued, fully paid and (z) Equity Interests issued to employees, consultants, directors, advisors non-assessable and free from all preemptive or other third parties, in exchange for the provision of goods similar rights or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the holders being entitled to all rights accorded to a holder of Common Stock. Upon issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur conversion in accordance with the terms of this Section 8.22. For Notes or exercise in accordance with the avoidance of doubtWarrants (as the case may be), the Company could be required to both complete a Down-Round Price Reset Conversion Shares and the Pre-Emptive Right OfferWarrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative DocumentSeller represents, issue any Equity Interest, including, without limitation warrants and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of agrees that: (i) Seller possess such knowledge and experience in financial and business matters as to be capable of evaluating the lowest Conversion Price under merits and risks of the Amended Buyer Issuer’s Shares and Restated Notes, and the transactions contemplated by this Agreement; (ii) Seller knows and understands the highest Restatement Conversion Price determined Buyer Issuer, its business, finances, customers and prospects in all respects that Seller considers material to its decision to enter into the transactions described in this Agreement; (iii) Seller is acquiring Buyer Issuer’s Shares for any Incremental Advances completed up its own account, for investment purposes only and not with a view toward resale or other transfer except in conformity with all applicable federal and state securities law requirements; (iv) Seller understands that, although the Shares are subject to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restrictionIPO, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date Effective Date, Buyer Issuer’s Shares have not yet been registered under the Securities Act of 1933 (the “1933 Act”) or any applicable state securities law and all such Shares may constitute “restricted securities” under the 1933 Act; (v) Seller will not sell or otherwise transfer any of the Buyer Issuer’s Shares it acquires or any interest therein, except pursuant to an effective registration statement with respect thereto if such statement is required under the 1933 Act and/or all applicable state securities laws, or except to Seller’s members or to a spouse or issue of such members or a trust solely for their benefit for estate planning purposes, provided that no transfers will be permitted in violation of the Seller Lock-Up Agreements and all transfers must be pursuant to an opinion of counsel satisfactory to the extent set forth on Schedule 8.22 and in accordance with Buyer Issuer (if such an opinion is required by the terms of such securities; (y) the issuance of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensationBuyer Issuer), to the extent not otherwise prohibited by effect that such sale or transfer is exempt from registration under the Operative Documents1933 Act and under all applicable state securities laws; (vi) Seller has sufficient financial wherewithal to withstand without hardship a complete loss on its investment in Buyer Issuer’s Shares, in each case with respect to the foregoing clauses (x), (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is has no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply need for liquidity in connection with his investment in the issuance or amendment of any securities pursuant to an Incremental Advance.Buyer Issuer’s Shares; (bvii) Notwithstanding anything Seller has consulted or has had the opportunity to consult with its own independent legal and other counsel prior to executing this Agreement and engaging in the contrary herein transactions contemplated hereby; and (viii) Seller understands that the sale of the Buyer Issuer’s Shares by Seller at any time may give rise to taxable income to Seller, and Seller acknowledges and agrees that it or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances its members shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing responsible for any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers)corresponding tax obligations. (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. At least 5,550,000 shares of Common Stock (a) Notwithstanding anything subject to adjustment pursuant to the contrary herein Company’s covenant set forth in Section 4(g) below or in otherwise for any other Operative Documentstock split, issue any Equity Intereststock dividend, including, without limitation stock combination or similar transaction) have been duly authorized and reserved for issuance upon exercise of the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 Warrants (collectively, “Dilutive Interests”including the Override Warrants), the price Override Exchange, the Preferred Override Exchange Shares, the SEA Warrant and the Investor Share Option. Upon the Preferred Authorization, at least 2,000,000 shares of which Preferred Stock (on a per Share equivalent basissubject to adjustment pursuant to the Company’s covenant set forth in Section 4(g) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined below or otherwise for any Incremental Advances completed up to the time of such stock split, stock dividend, stock combination or similar transaction) will have been duly authorized and reserved for issuance (such an issuance is a “Down Round”)as Preferred Override Exchange Shares. Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments Upon exercise in accordance with the Warrants (including any Override Warrants), the Preferred Override Exchange Shares, the Investor Share Option or the SEA Warrant, or upon issuance in accordance with the Override Exchange, as the case may be, the Warrant Shares (including any Override Warrant Shares), Override Exchange Shares, Warrant Shares (as defined in the Securities Exchange Agreement) or Option Shares (as defined in the Securities Exchange Agreement), as applicable, will be validly issued, fully paid and nonassessable and free from all taxes and Liens with respect to the issuance thereof, with the holders being entitled to all rights accorded to a holder of shares of Common Stock or Preferred Stock, as applicable. The Notes and the Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exerciseare duly authorized and, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; hereof, shall be (yi) the issuance of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 free from all taxes and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x), (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; thereof and (ii) if entitled to the aggregate amount rights set forth in the Notes and the Warrants, as applicable. Assuming the accuracy of the Tranche 4 Advance representations and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000warranties of Buyers set forth in Section 2 above, the following offer is made to issuance by the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt Company of the Pre-Emptive Right Offer to accept such offer, Securities is exempt from registration under the right to purchase a number of such Dilutive Interests being offered at the same price 1933 Act and subject to the same terms as offered to all any other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers)applicable securities laws. (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to The issuance of the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Preferred Shares, the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders Common Shares and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes Warrants are duly authorized and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; (y) the issuance Transaction Documents shall be free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of any Equity Interests pursuant to obligations in effect or contemplated as Designations. As of the Restatement Closing DateClosing, in each case to the extent Company shall have reserved from its duly authorized capital stock not less than the sum of (i) 130% of the maximum number of shares of Common Stock issuable upon conversion of the Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) 100% of the maximum number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on Schedule 8.22 and the exercise of the Warrants set forth in the Warrants). Upon issuance or conversion in accordance with the terms Certificate of such Equity Interests; Designations or exercise in accordance with the Warrants, as the case may be, the Conversion Shares and (z) Equity Interests issued to employeesthe Warrant Shares, consultantsrespectively, directorswill be validly issued, advisors fully paid and nonassessable and free from all preemptive or other third partiessimilar rights, in exchange for the provision of goods or services to any Credit Partytaxes, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case liens and charges with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. Xxxxxxx-Xxxxxx and Spinco shall not, and Spinco shall not permit any of its Subsidiaries to, issue, deliver, sell, pledge, dispose of or otherwise encumber, or authorize or propose the issuance, delivery, sale, pledge, disposition or encumbrance of, (ax) Notwithstanding anything any shares of its capital stock of any class or, with respect to the contrary herein Spinco any capital stock of any class of its Subsidiaries, (y) any Spinco Voting Debt or in Xxxxxxx-Xxxxxx Voting Debt or (z) any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is securities convertible into or exercisable or exchangeable for, or represents an optionany rights, right warrants, calls or obligation options to acquire, any Equity Interestsuch shares or Spinco Voting Debt or Xxxxxxx-Xxxxxx Voting Debt, includingor enter into any commitment, without limitationarrangement, undertaking or agreement with respect to any Indebtedness which would otherwise be permitted under Section 8.2 (collectivelyof the foregoing, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less other than the higher of (i) (A) the lowest Conversion Price issuance, delivery and redemption of Xxxxxxx-Xxxxxx Common Stock pursuant to equity awards outstanding on the date hereof in accordance with their current terms under the Amended Xxxxxxx-Xxxxxx Option Plans and Restated Notesthe Xxxxxxx-Xxxxxx Management Bonus Plan or upon acceleration of the vesting of such equity awards in accordance with this Agreement and the Employee Matters Agreement, including in each case elections made or to be made with respect to such awards, or (B) the delivery and redemption of Xxxxxxx-Xxxxxx Common Stock upon vesting of Xxxxxxx-Xxxxxx Restricted Stock outstanding on the date hereof in accordance with their current terms or upon acceleration of the vesting of such Xxxxxxx-Xxxxxx Restricted Stock in accordance with this Agreement and the Employee Matters Agreement, (ii) the highest Restatement Conversion Price determined granting of Xxxxxxx-Xxxxxx Stock Options that will not become Substitute Options and will not be exercisable for any Incremental Advances completed up shares of Xxxxxxx-Xxxxxx Common Stock that will be entitled to receive shares of Spinco Common Stock in the time Distribution, (iii) the automatic granting of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event Xxxxxxx-Xxxxxx Stock Options to directors of Default Xxxxxxx-Xxxxxx at the time of each such issuance the annual meeting of stockholders of Xxxxxxx-Xxxxxx and/or upon the appointment of any person to the Board of Directors of Xxxxxxx-Xxxxxx under the Xxxxxxx-Xxxxxx 2003 Stock Option Plan for Non-Employee Directors pursuant to its terms on the date hereof or (iv) issuances, redemptions, deliveries and such issuance would not be reasonably likely to result in an Event sales by a wholly owned Subsidiary of Default occurring, provided, however, that at the time Xxxxxxx-Xxxxxx or Spinco of capital stock of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended Subsidiary to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) such Subsidiary’s parent or another wholly owned Subsidiary of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “DownXxxxxxx-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange Xxxxxx or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and in accordance with the terms of such securities; (y) the issuance of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case with respect to the foregoing clauses (x), (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental AdvanceSpinco. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less lower than the higher of (i) the lowest highest Conversion Price under the Amended and Restated Notes, and (iiset forth in Schedule 1.1(d) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price (as indicated on Schedule 1.1(d), as applicable) shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and in accordance with the terms of such securities; (y) the issuance of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case with respect to the foregoing clauses (x), (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). The Notes and Warrants, if and to the extent identified on Schedule 1.1(d) as being subject to the Down-Round Price Reset, are, and will continue to be, the only Notes and Warrants subject to the Down-Round Price Reset under this Section 8.22(a). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. The issuance of the Notes, the Common Shares and the Warrants are (aor were, as applicable) Notwithstanding anything duly authorized and are free from all taxes, liens and charges with respect to the contrary herein or in any other Operative Documentissue thereof and, issue any Equity Interest, including, without limitation and for upon the avoidance Company’s receipt of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)the applicable consideration therefor, the price Common Shares are fully paid and nonassessable. As of which (on a per Share equivalent basis) is the Initial Closing, the Company shall have reserved from its duly authorized capital stock not less than the higher sum of 120% of the maximum number of shares of Common Stock (iA) issuable upon conversion of the lowest Notes issuable at such Closing and issued at any prior Closing (assuming for purposes hereof, that the Notes are convertible at the initial Conversion Price under and without taking into account any limitations on the Amended conversion of the Notes set forth in the Notes and Restated Notesassuming such conversion occurred at such Closing), (B) issuable as Interest Shares pursuant to the terms of the Notes and (iiC) issuable upon exercise of the highest Restatement Conversion Price determined for Warrants (without taking into account any Incremental Advances completed up to limitations on the time exercise of the Warrants set forth in the Warrants and assuming such issuance (exercise occurred at such an issuance is a “Down Round”Closing). Notwithstanding Upon issuance or conversion and payment of all consideration then due from the foregoing restrictionholder in respect thereof in accordance with the terms thereof, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and exercise in accordance with the terms of such securities; (y) Warrants, as the issuance of any Equity Interests pursuant to obligations in effect case may be, the Conversion Shares, the Interest Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or contemplated as of the Restatement Closing Datesimilar rights, in each case to the extent set forth on Schedule 8.22 taxes, liens and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case charges with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Based in part upon the accuracy of the representations and (z)warranties of the Buyers’ set forth in Article 2, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the CompanyNotes, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuanceWarrants, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”)Interest Shares, provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if Common Shares, the aggregate amount of the Tranche 4 Advance Conversion Shares and the Incremental Advances and Warrant Shares (when issued) are exempt from registration under the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers)1933 Act. (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (acollectively “Liens”) Notwithstanding anything with respect to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance issuance thereof. As of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)each Closing, the price of which (on a per Share equivalent basis) is Company shall have reserved from its duly authorized capital stock not less than 150% of the higher sum of (i) the lowest maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price under (as defined in the Amended Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof and Restated (y) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the highest Restatement Conversion Price determined for maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any Incremental Advances completed up to limitations on the time exercise of such issuance (such an issuance is a “Down Round”the Warrants set forth therein). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such Upon issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments or conversion in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and exercise in accordance with the terms of such securities; Warrants (y) as the issuance of any Equity Interests pursuant to obligations in effect case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors similar rights or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance The issuance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and the Warrants are duly authorized and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized share capital not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Notes) as of the date hereof, (y) interest on the issuance Notes shall accrue through the eighteen month anniversary of any Equity Interests pursuant the Closing Date and will be converted into Ordinary Shares at a conversion price equal to obligations in effect or contemplated the Alternate Conversion Price assuming an Alternate Conversion Date as of the Restatement Closing Date, in each case to date hereof and (z) any such conversion shall not take into account any limitations on the extent conversion of the Notes set forth in the Notes) and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on Schedule 8.22 and the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the terms of such Equity Interests; Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and (z) Equity Interests issued to employeesthe Warrant Shares, consultantsrespectively, directorswhen issued, advisors will be validly issued, fully paid and nonassessable and free from all preemptive or other third parties, in exchange for the provision of goods similar rights or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Ordinary Shares. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a1) Notwithstanding With respect to Mortgage Loans evidenced by a Participation Certificate which Participant has elected to purchase, the related Seller shall instruct (and, if such Seller fails to instruct, then Participant may instruct) Custodian to deliver to GNMA, FNMA or FHLMC, as applicable (the "Applicable Agency"), the documents listed in Exhibits C-l, C-2 or C-3 of the Custodial Agreement in respect of such Mortgage Loans, in the manner and at the time set forth in the Custodial Agreement. Such Seller shall thereafter promptly deliver to the Applicable Agency any and all additional documents requested by the Applicable Agency to enable the Applicable Agency to make Delivery to Participant of a Security backed by such Mortgage Loans on the related Anticipated Delivery Date. Such Seller shall not revoke such instructions to Custodian and shall not revoke its instructions to the Applicable Agency to make Delivery to Participant or its designee of a Security backed by such Mortgage Loans. (2) The related Seller shall notify Participant, not later than 12:00 noon, New York City time, on the second (2nd) Business Day prior to the applicable Settlement Date, (i) of the amount of any change in the principal amount of the Mortgage Loans backing each such Security related to such Settlement Date and (ii) with respect to FHLMC Securities, the FHLMC mortgage loan pool number applicable to each Security to which such Settlement Date relates. Upon Delivery of such Security to Participant or its designee, Xxxxxxxxxxx xxxxx xease to have any interest under such Participation Certificate in the Mortgage Loans backing such Security, notwithstanding anything to the contrary herein in the Participation Certificate. (3) With respect to each Participation Certificate that Participant elects to purchase hereunder, Participant shall owe to the related Seller, on the later to occur of four (4) Business Days after the Purchase Date or on the date of Receipt by Participant of the related Security, a Performance Fee. If a Participation Certificate is purchased by Participant after the first (1st) day of the month in any other Operative Documentwhich the Settlement Date occurs, issue any Equity Interest, including, without limitation Participant shall also pay to such Seller on the date of Receipt by Participant of the Security backed by the related Mortgage Loans an amount equal to the accrued interest on the related Security at the rate specified in the related Takeout Commitment from the first day of such month to and for including the avoidance of doubt, any security evidencing Indebtedness day immediately preceding the date Participant purchased such Participation Certificate. If a Participation Certificate is purchased by Participant in the month prior to the month in which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)the Settlement Date occurs, the price related Seller, as servicer, shall pay to Participant all interest payments which accrue on such Participation Certificate during the period from the date of which (on a per Share equivalent basis) is less than purchase of such Participation Certificate through and including the higher last day of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up month prior to the time of month in which such issuance (such an issuance is a “Down Round”)Settlement Date occurs. Notwithstanding the foregoing restrictionforegoing, the Company may issue a Down Round if there is no Event of Default at the time of each amounts shall be owed by Participant to such Seller upon issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuanceSecurity in the circumstances contemplated in Section 3(c)(2). Except as otherwise provided in this Section 3(a)(3) and in Section 3(b), the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “DownParticipant's right of set-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent off set forth on Schedule 8.22 and in accordance with the terms of such securities; (y) the issuance of Section 3(g), any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited Performance Fee owed by the Operative Documents, in each case Participant with respect to a Participation Certificate shall be paid by Participant to the foregoing clauses (x)related Seller not later than the Settlement Date of the related Security. It is understood by the related Seller and Participant that, (y) and (z), only if such issuance was approved or otherwise authorized by Seller requests and Participant agrees to pay the board of directors Performance Fee prior to the Settlement Date of the Companyrelated Security, there is no Event the amount of Default at the time of each such issuance Performance Fee shall be adjusted as mutually agreed by such Seller and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental AdvanceParticipant. (b) Notwithstanding anything Unless Receipt of a Security backed by the Mortgage Loans evidenced by a Participation Certificate purchased hereunder has occurred by 12:00 noon, New York City time, on the related Settlement Date, (1) the Performance Fee relating to such Participation Certificate shall be reduced daily for the period from the Settlement Date to but not including the earlier of the date of Receipt of such Security and the date of satisfaction of the obligations of the related Seller pursuant to the contrary herein or in exercise by Participant of any other Operative Document, issue any Dilutive Interests remedial election authorized by this Section 3 by an amount equal to (excluding Excluded Issuances and issuances in connection with an Incremental AdvanceA) if, upon closing the Purchase Price of such issuance, Participation Certificate multiplied by (B) the Note Holder Ownership Percentage would reasonably be expected to be below fifty result obtained by dividing (i) the Pass-Through Rate for such Participation Certificate plus one percent (511%) by (ii) three hundred and sixty (360) and (2) the Performance Fee, if any, relating to such Participation Certificate shall not be payable until the end of the period specified in clause (1) of this paragraph. (1) If a breach by any such issuance Seller of Dilutive Interests this Agreement results in any Mortgage Loan being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default Defective Mortgage Loan at the time of each the delivery of the related Participation Certificate to Participant, Participant in its sole discretion may require that such issuance and Seller, upon receipt of notice from Participant of its exercise of such issuance would not be reasonably likely right, either (i) immediately repurchase Participant's ownership interest in such Defective Mortgage Loan by remitting to result in an Event Participant the allocable amount paid by Participant for such Defective Mortgage Loan plus interest at the Pass-Through Rate on the principal amount thereof from the date of Default occurring; and Participant's purchase of such Participation Certificate to the date of such repurchase, or (ii) if deliver to Custodian a Mortgage Loan eligible to back such Security in exchange for such Defective Mortgage Loan, which newly delivered Mortgage Loan shall be in all respects acceptable to Participant in Participant's sole discretion, and such newly delivered Mortgage Loan will thereupon become one of the Mortgage Loans evidenced by the Participation Certificate. If the aggregate amount principal balance of any Mortgage Loans that are accepted by Participant pursuant to clause (ii) of the Tranche 4 Advance immediately preceding sentence is less than the aggregate principal balance of any Defective Mortgage Loan that is being replaced by such Mortgage Loan, the related Seller shall remit with such Mortgage Loan to Participant an amount equal to the difference between the aggregate principal balance of the new Mortgage Loan accepted by Participant and the Incremental Advances aggregate principal balance of the Defective Mortgage Loan being replaced thereby. (2) If the related Seller fails to comply with its obligations in the manner described in Section 3(c)(1), or such Seller is in breach of Section 8(a)(viii) or 8(b)(vii), not later than the third (3rd) calendar day after receipt by such Seller of notice from Participant (or if such day is not a Business Day, the next Business Day thereafter), such Seller's rights and obligations to service the Mortgage Loans evidenced by such Participation Certificate, as provided in this Agreement, shall terminate. If an Act of Insolvency occurs at any time, such Seller's rights and obligations to service the Mortgage Loans, as provided in this Agreement, shall terminate immediately, without any notice or action by Participant. Upon any such termination, Participant is hereby authorized and empowered as the exclusive agent for the related Seller to sell and transfer such rights to service the Mortgage Loans for such price and on such terms and conditions as Participant shall reasonably determine. Such Seller shall not otherwise attempt to sell or transfer such rights to service without the prior consent of Participant. Such Seller shall perform all acts and take all action so that the Mortgage Loans and all files and documents relating to such Mortgage Loans held by such Seller, together with all escrow amounts relating to such Mortgage Loans, are delivered to Successor Servicer. To the extent that the approval of the Applicable Agency is required for any such sale or transfer, the related Seller shall fully cooperate with Participant to obtain such approval. Upon exercise by Participant of its remedies under this Section 3(c)(2), such Seller hereby authorizes Participant to receive all amounts paid by any purchaser of such rights to service the Mortgage Loans and to remit such amounts to such Seller subject to Participant's rights of set-off under this Agreement. Upon exercise by Participant of its remedies under this Section 3(c)(2), Participant's obligation to pay and the unfunded Committed Amount is at least $100,000,000related Seller's right to receive any portion of the Performance Fee relating to such Mortgage Loans shall automatically be canceled and become null and void, provided that such cancellation shall in no way relieve such Seller or otherwise affect the following offer is made obligation of such Seller to indemnify and hold Participant harmless as specified in Section 3(e). (d) Mortgage Loans required to be delivered to Successor Servicer by Section 3(c)(2) shall be delivered free of any servicing rights in favor of the Holders with reasonable detail about the Dilutive Issuance related Seller and free of any title, interest, lien, encumbrance or claim of any kind of such Seller. The related Seller shall deliver or cause to be delivered all files and documents relating to such Mortgage Loans held by such Seller to Successor Servicer. The related Seller shall promptly take such actions and furnish to Participant such documents that Participant deems necessary or appropriate to enable Participant to obtain a Security backed by such Mortgage Loans or to enforce such Mortgage Loans, as appropriate. (e) The related Seller agrees to indemnify and hold Participant and its assigns harmless from and against all Losses (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior Losses incurred by Participant on account of fees paid by Participant to issuing the Applicable Agency to cause the Securities to be issued or any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt Losses in connection with any indemnification by Participant of the Pre-Emptive Right Offer Applicable Agency) resulting from or relating to accept any breach or failure to perform by such offerSeller of any representation, the right warranty. covenant, term or condition made or to purchase a number be performed by Seller under this Agreement. (f) No exercise by Participant of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered its rights under this Section 8.22(b), such purchase to be closed concurrently with completion 3 shall relieve any Seller of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names responsibility or liability for any breach of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers)this Agreement. (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (dg) The Credit Parties shall not proceed with related Seller hereby grants Participant a right of set-off against the payment of any Down Round amounts that may be due and payable to Participant from such Seller, such right to be upon any and all monies or Dilutive Issuance if compliance with applicable Laws other property of such Seller held or the policies of the CSE would prevent a required Down-Round Price Reset received by Participant or Pre-Emptive Right Offer due and owing from Participant to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offersuch Seller.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance The issuance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and the Warrants are duly authorized and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (i) 200% of the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the initial Conversion Price (as defined in the Notes) and (y) any such conversion shall not take into account any limitations on the issuance of any Equity Interests pursuant to obligations in effect or contemplated as conversion of the Restatement Closing Date, in each case to the extent Notes set forth in the Notes), and (ii) 150% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on Schedule 8.22 and the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the terms of such Equity Interests; Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and (z) Equity Interests issued to employeesthe Warrant Shares, consultantsrespectively, directorswhen issued, advisors will be validly issued, fully paid and nonassessable and free from all preemptive or other third parties, in exchange for the provision of goods similar rights or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board Company of directors the Securities is exempt from registration under the 1933 Act. As of the six month anniversary of the Closing Date, assuming the Company’s continued compliance with its filing obligations under the 1934 Act, the Conversion Shares and, assuming a cashless exercise of the Warrants, the Warrant Shares, in each case, shall be eligible to be resold by each Buyer (assuming such Buyer is not then an affiliate of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental AdvanceRule 144. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance The issuance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and the Warrants are duly authorized and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be validly issued and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (yi) 110% of the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that the Notes are convertible at the initial Conversion Price (as defined in the Notes) and without taking into account any limitations on the conversion of the Notes set forth in the Notes), (ii) 110% of the maximum number of Interest Shares issuable pursuant to the terms of the Notes from the Closing Date through the second anniversary of the Closing Date (determined as if issued on the Trading Day (as defined in the Notes) immediately preceding the Closing Date without taking into account any limitations on the issuance of any Equity Interests pursuant to obligations securities set forth in effect or contemplated as the Notes) and (iii) the maximum number of Warrant Shares issuable upon exercise of the Restatement Closing Date, in each case to Warrants (without taking into account any limitations on the extent exercise of the Warrants set forth on Schedule 8.22 and therein). Upon issuance or conversion in accordance with the terms of such Equity Interests; Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares, the Interest Shares and (z) Equity Interests issued to employeesthe Warrant Shares, consultantsrespectively, directorswhen issued, advisors will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case encumbrances with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) The issuance of the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders Exchange Common Shares and the CompanyExchange Note is duly authorized and, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; (y) this Agreement, shall be validly issued and free from all taxes, liens and charges with respect to the issuance of any Equity Interests pursuant to obligations in effect or contemplated as issue thereof. As of the Restatement Closing DateClosing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) 150% of the maximum number of Exchange Conversion Shares issuable upon conversion of the Exchange Note (assuming for purposes hereof, that the Exchange Note is convertible at the Conversion Price (as defined in each case to the extent Exchange Note) and without taking into account any limitations on the conversion of the Exchange Note set forth on Schedule 8.22 and therein). Upon conversion of the Exchange Note in accordance with the terms of such Equity Interests; thereof, the Exchange Conversion Shares will be validly issued, fully paid and (z) Equity Interests issued to employeesnonassessable and free from all preemptive or similar rights, consultantstaxes, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case liens and charges with respect to the foregoing clauses (x)issue thereof, (ywith the holders being entitled to all rights accorded to a holder of Common Stock. ii) The offer and (z), only if such issuance was approved or otherwise authorized by the board of directors Company of the Company, there is no Event of Default at Exchange Common Shares and the time of each such issuance and such issuance would not be reasonably likely to result Exchange Note in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as conformity with this Agreement constitute transactions exempt from registration under the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities 1933 Act pursuant to an Incremental Advance. (bSection 4(a)(2) Notwithstanding anything to of the contrary herein or 1933 Act. The Company acknowledges and agrees that in any other Operative Documentaccordance with Rule 144 promulgated under the 1933 Act, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event the holding period of Default at the time Warrants may be tacked on to the holding period of each such issuance the Exchange Common Shares and such issuance would not be reasonably likely to result in an Event of Default occurring; the Exchange Note and (ii) if assuming the aggregate amount Holder has not transferred the Exchange Note, the holding period of the Tranche 4 Advance Warrants and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made Exchange Note may be tacked on to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a holding period of ten (10the Exchange Conversion Shares. The Company agrees not to take any position contrary to this Section 5(c) days from receipt for purposes of Rule 144 of the Pre-Emptive Right Offer 1933 Act. The Company agrees to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to take all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuanceactions, including, without limitation, the names issuance by its legal counsel of any necessary legal opinions, necessary to issue unrestricted Exchange Common Shares and Exchange Conversion Shares that are not containing any restrictive legend and, assuming the accuracy of the other purchasers acquiring such Dilutive Interests (where known to Holder’s representation set forth in Section 4(j), freely tradable on the Company) and Principal Market without restriction, in each case, without the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request need for any action by the Gotham Purchasers)Holder. (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (diii) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if Company is in compliance with applicable Laws or Rule 144(c)(1) promulgated under the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer1933 Act.

Issuance of Securities. (a) Notwithstanding anything No party shall, nor shall any party permit any of its Subsidiaries to, issue, agree to issue, deliver, sell, award, pledge, dispose of or otherwise encumber or authorize or propose the contrary herein issuance, delivery, sale, award, pledge, disposal or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubtencumbrance of, any security evidencing Indebtedness which is shares of their capital stock of any class or any securities convertible into or exchangeable for, or represents an optionany rights, right warrants or obligation options to acquire, any Equity Interestsuch shares or convertible or exchangeable securities, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 other than (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basisw) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up pursuant to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restrictionStock Option Agreements, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) pursuant to the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as Benefit Plans relating to the WPL Subsidiaries listed in (and in amounts no greater than those set forth in) Section 7.4 of the Restatement Closing Date to the extent set forth on Schedule 8.22 and in accordance with the terms of such securities; WPL Disclosure Schedule, (y) the issuance issuances by a Subsidiary of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case a party hereto to the extent set forth on Schedule 8.22 and in accordance with the terms party that directly or indirectly controls such Subsidiary or to a wholly- owned Subsidiary of such Equity Interests; party, and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, issuances: (i) in exchange for the provision case of goods or services to any Credit Party, or as part of their compensation, to IES and the extent not otherwise prohibited by the Operative Documents, in each case with respect to the foregoing clauses (x), (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first IES Subsidiaries (A) giving notice as contemplated in Section 8.22(b) below and connection with refunding IES Preferred Stock or Utilities Preferred Stock with preferred stock or debt at a lower cost of funds (calculating such cost on an after-tax basis); and (B) executing such documentation as the Majority Holders may require up to document the Down-Round Price Reset450,000 shares of IES Common Stock to be issued for general corporate purposes, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply issuances in connection with the issuance or amendment acquisitions and financing and issuances pursuant to employee benefit plans, stock option and other incentive compensation plans, directors plans and stock purchase plans; (C) issuances of any IES Common Stock pursuant to IES dividend reinvestment plans; and (D) issuances of securities pursuant to the IES Rights Agreement. (ii) in the case of WPL and the WPL Subsidiaries (A) in connection with refunding of WP&LC Preferred Stock with preferred stock or debt at a lower cost of funds (calculating such cost on an Incremental Advanceafter-tax basis); and (B) up to 1 million shares of WPL Common Stock to be issued for general corporate purposes, including issuances in connection with acquisitions and financing and issuances pursuant to employee benefit plans, stock option and other incentive compensation plans, directors plans and stock purchase plans; (C) issuances of WPL Common Stock pursuant to WPL dividend reinvestment plans; and (D) issuances of securities pursuant to the WPL Rights Agreement. (iii) in the case of Interstate and the Interstate Subsidiaries (A) in connection with refunding of Interstate Preferred Stock with preferred stock or debt at a lower cost of funds (calculating such cost on an after-tax basis); and (B) up to 200,000 shares of Interstate Common Stock to be issued for general corporate purposes, including issuances in connection with acquisitions and financing and issuances pursuant to employee benefit plans, stock option and other incentive compensation plans, directors plans and stock purchase plans; and (C) issuances of Interstate Common Stock pursuant to Interstate's dividend reinvestment plans. (b) Notwithstanding anything The parties shall promptly furnish to each other such information as may be reasonably requested including financial information and take such action as may be reasonably necessary and otherwise fully cooperate with each other in the contrary herein or in preparation of any registration statement under the Securities Act and other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances documents necessary in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”)securities as contemplated by this Section 7.4, provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers)obtaining customary indemnities. (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance The issuance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and the Warrants are duly authorized and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (i) 200% of the maximum number of Conversion Shares initially issuable upon conversion of the Notes (assuming for purposes hereof that the Notes are convertible at the initial Conversion Price (as defined in the Notes) and without taking into account any limitations on the conversion of the Notes set forth in the Notes and assuming for such securities; purpose that all Notes have been issued on the Closing Date), (yii) 200% of the maximum number of Interest Shares initially issuable pursuant to the terms of the Notes from the Closing Date through the twenty-one month anniversary of the Closing Date (determined as if issued on the Trading Day (as defined in the Notes) immediately preceding the Closing Date without taking into account any limitations on the issuance of any Equity Interests pursuant to obligations securities set forth in effect or contemplated as the Notes and assuming for such purpose that all Notes have been issued on the Closing Date) and (iii) 125% of the Restatement Closing Date, in each case to maximum number of Warrant Shares initially issuable upon exercise of the extent Warrants (without taking into account any limitations on the exercise of the Warrants set forth on Schedule 8.22 and therein). Upon issuance or conversion in accordance with the terms of such Equity Interests; Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares, the Interest Shares and (z) Equity Interests issued to employeesthe Warrant Shares, consultantsrespectively, directorswhen issued, advisors will be validly issued, fully paid and nonassessable and free from all preemptive or other third parties, in exchange for the provision of goods similar rights or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to The Preferred Shares are duly authorized and, upon issuance in accordance with the contrary herein or in any other Operative Documentterms hereof, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) will be validly issued, fully paid and non-assessable, and will be free from all Liens with respect to the lowest Conversion Price under the Amended and Restated Notes, issuance thereof and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up holders thereof will be entitled to the time rights set forth in the Certificate of such issuance (such an issuance is a “Down Round”)Designations. Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders The Warrants and the CompanyNotes are duly authorized and, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; hereof, (x) will be free from all taxes and Liens with respect to the issuance thereof and (y) the issuance holders thereof will be entitled to the rights set forth in the Warrants. At least 26,791,105 shares of any Equity Interests Class A Common Stock (subject to adjustment pursuant to obligations the Company’s covenant set forth in effect or contemplated as Section 4.f) have been duly authorized and reserved for issuance upon conversion of the Restatement Closing Date, in each case to Preferred Shares and the extent set forth on Schedule 8.22 Note Conversion Shares and upon exercise of the Warrants. Upon conversion in accordance with the terms Certificate of such Equity Interests; Designations and (z) Equity Interests issued to employeesupon exercise in accordance with the Warrants, consultantsas the case may be, directorsthe Conversion Shares and the Warrant Shares will be validly issued, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case fully paid and nonassessable and free from all taxes and Liens with respect to the foregoing clauses (x)issue thereof, (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests holders being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered entitled to all other purchasers thereof (provided that the issuance rights accorded to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion holder of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive IssuanceClass A Common Stock. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur Upon conversion in accordance with the terms of this Section 8.22. For the avoidance of doubtNotes, the Note Conversion Shares will be validly issued, fully paid and nonassessable and free from all taxes and Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Preferred Stock. Assuming the accuracy of the Buyers’ representations and warranties set forth in this Agreement, the issuance by the Company could be required to both complete a Down-Round Price Reset of the Securities is exempt from registration under the 1933 Act and the Pre-Emptive Right Offerapplicable state securities laws.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (acollectively “Liens”) Notwithstanding anything with respect to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for issuance thereof. As of the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Closing, the price of which (on a per Share equivalent basis) is Company shall have reserved from its duly authorized capital stock not less than the higher sum of (i) the lowest maximum number of Conversion Shares issuable upon conversion of the Preferred Shares (assuming for purposes hereof that (x) the Preferred Shares are convertible at the Floor Price under (as defined in the Amended Certificate of Designations), and Restated Notes(y) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations), and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time maximum number of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed Warrant Shares initially issuable upon by the Majority Holders and the Company, in each case, acting reasonably) exercise of the Dilutive Interests being issued in such Down Round Warrants (in each case, such prices remaining subject to further adjustments in accordance with without taking into account any limitations on the Notes and exercise of the Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”set forth therein). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as issuance of the Restatement Closing Date to the extent set forth on Schedule 8.22 Common Shares are duly authorized and upon issuance in accordance with the terms of such securities; (y) the issuance of any Equity Interests pursuant to obligations in effect Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or contemplated as of the Restatement Closing Date, in each case similar rights or Liens with respect to the extent set forth on Schedule 8.22 and issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Upon issuance or conversion in accordance with the terms of such Equity Interests; Preferred Shares or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and (z) Equity Interests issued to employeesthe Warrant Shares, consultantsrespectively, directorswhen issued, advisors will be validly issued, fully paid and nonassessable and free from all preemptive or other third parties, in exchange for the provision of goods similar rights or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to The issuance of the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Common Stock, the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders Preferred Stock and the CompanyWarrants are duly authorized and, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof. As of the First Closing, the Company shall have reserved from its duly authorized capital stock not less than 200% of the sum of (yi) the shares of Common Stock sold at the First Closing, (ii) the maximum number of Conversion Shares issuable upon conversion of the Preferred Stock (assuming for purposes hereof that the Preferred Stock is convertible at the Fixed Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Stock set forth in the Certificate of Designation) and (iii) the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). The issuance of any Equity Interests pursuant to obligations in effect or contemplated as the Conversion Shares is duly authorized, and upon conversion of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and Preferred Stock in accordance with the terms Certificate of such Equity Interests; Designations, the Conversion Shares, when issued, will be validly issued, fully paid and (z) Equity Interests issued to employeesnon-assessable and free from all preemptive or similar rights, consultantstaxes, directorsliens, advisors or charges and other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case encumbrances with respect to the foregoing clauses (x)issue thereof, (y) and (z), only if such with the holders being entitled to all rights accorded to a holder of Common Stock. The issuance was approved or otherwise authorized by the board of directors of the Company, there Warrant Shares is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offeredduly authorized, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur exercise in accordance with the terms of this Section 8.22. For the avoidance of doubtWarrants, the Warrant Shares, when issued, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyer in this Agreement, the offer and issuance by the Company could be required of the Securities is exempt from registration under the 1933 Act. Buyer will have good and marketable title to both complete a Down-Round Price Reset and the Pre-Emptive Right OfferSecurities.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such The issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes are duly authorized and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the greater of (I) 6 million shares of Common Stock and (II) 200% of the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the Closing Date, (y) interest on the issuance Notes shall accrue through the eight month anniversary of any Equity Interests pursuant the Closing Date and will be converted in shares of Common Stock at a conversion price equal to obligations the Alternate Conversion Price (as defined in effect or contemplated the Notes) assuming an Alternate Conversion Date as of the Restatement Closing Date, in each case to Date and (z) any such conversion shall not take into account any limitations on the extent conversion of the Notes set forth on Schedule 8.22 and in the Notes),. Upon issuance or conversion in accordance with the terms of such Equity Interests; Notes, the Conversion Shares, when issued, will be validly issued, fully paid and (z) Equity Interests issued to employees, consultants, directors, advisors nonassessable and free from all preemptive or other third parties, in exchange for the provision of goods similar rights or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (acollectively “Liens”) Notwithstanding anything with respect to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for issuance thereof. As of the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Closing, the price of which (on a per Share equivalent basis) is Company shall have reserved from its duly authorized capital stock not less than the higher sum of (i) 250% of the lowest maximum number of Conversion Shares issuable upon conversion of the Preferred Shares (assuming for purposes hereof that (x) the Preferred Shares are convertible at the initial Conversion Price under (as defined in the Amended Certificate of Designations), (y) dividends on the Preferred Shares shall accrue through the second anniversary of the Closing Date and Restated Noteswill be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price (as defined in the Certificate of Designations) assuming an Alternate Conversion Date (as defined in the Certificate of Designations) as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations), and (ii) the highest Restatement Conversion Price determined for maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any Incremental Advances completed up to limitations on the time exercise of such issuance (such an issuance is a “Down Round”the Warrants set forth therein). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such Upon issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments or conversion in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange Preferred Shares or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and exercise in accordance with the terms of such securities; Warrants (y) as the issuance of any Equity Interests pursuant to obligations in effect case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors similar rights or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to The issuance of the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders Preferred Shares and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes Warrants are duly authorized and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; (y) the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issuance of any Equity Interests pursuant to obligations in effect or contemplated thereof. The Company shall have reserved from its duly authorized capital stock as of the Restatement Closing Date, in each case to (i) not less than 125% of the extent maximum number of Conversion Shares issuable upon conversion of the Preferred Shares (determined without taking into account any limitations on the conversion of the Preferred Shares set forth therein and assuming that the Preferred Shares are convertible at the initial Conversion Price (as defined in the Certificate of Designation) and (ii) the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on Schedule 8.22 and the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the terms of such Equity Interests; Preferred Shares or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and (z) Equity Interests issued to employeesthe Warrant Shares, consultantsrespectively, directorswhen issued, advisors will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens, charges and other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case encumbrances with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and (z)warranties set forth in Section 3.2 of this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (acollectively “Liens”) Notwithstanding anything with respect to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for issuance thereof. As of the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Closing, the price of which (on a per Share equivalent basis) is Company shall have reserved from its duly authorized capital stock not less than the higher sum of (i) 200% of the lowest maximum number of Conversion Shares issuable upon conversion of the Preferred Shares (assuming for purposes hereof that (x) the Preferred Shares are convertible at the initial Conversion Price under (as defined in the Amended Certificate of Designations), (y) dividends on the Preferred Shares shall accrue through the second anniversary of the Closing Date and Restated Noteswill be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price (as defined in the Certificate of Designations) assuming an Alternate Conversion Date (as defined in the Certificate of Designations) as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations), and (ii) the highest Restatement Conversion Price determined for maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any Incremental Advances completed up to limitations on the time exercise of such issuance (such an issuance is a “Down Round”the Warrants set forth therein). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such Upon issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments or conversion in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange Preferred Shares or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and exercise in accordance with the terms of such securities; Warrants (y) as the issuance of any Equity Interests pursuant to obligations in effect case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors similar rights or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to The issuance of the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders Note and the CompanyWarrants is duly authorized and, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; (y) the issuance of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Transaction Documents, in each case will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the foregoing clauses (x), (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors issue thereof. As of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuanceClosing, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance Company shall have reserved from its duly authorized capital stock not less than 100% of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if the sum of (i) there the maximum number of Conversion Shares issuable upon conversion of the Note (assuming for purposes hereof that the Note is no Event of Default convertible at the time Standard Conversion Price (as defined in the Note) and without taking into account any limitations on the conversion of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; the Note set forth therein) and (ii) if the aggregate amount maximum number of Series E Warrant Shares issuable upon exercise of the Tranche 4 Advance and Series E Warrant (without taking into account any limitations on the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt exercise of the Pre-Emptive Right Offer Series E Warrant set forth therein). Prior to accept such offer, (A) the right to purchase a number time of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance Series F Warrant, if and the acquisition in full of the Dilutive Interests offered when required under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right OfferAgreement, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names have reserved from its duly authorized capital stock not less than 100% of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the maximum number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated Series F Warrant Shares issuable upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as exercise of the Restatement Closing Date. Series F Warrant (d) The Credit Parties shall not proceed with without taking into account any Down Round or Dilutive Issuance if compliance with applicable Laws or limitations on the policies exercise of the CSE would prevent a Series F Warrant set forth therein), (B) the time of issuance of the Series G Warrant, if and when required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of under this Section 8.22. For the avoidance of doubtAgreement, the Company could be shall have reserved from its duly authorized capital stock not less than 100% of the maximum number of Series G Warrant Shares issuable upon exercise of the Series G Warrant (without taking into account any limitations on the exercise of the Series G Warrant set forth therein), and (C) the time of issuance of the Series H Warrant, if and when required to both complete a Down-Round Price Reset and under this Agreement, the Pre-Emptive Right Offer.Company shall have reserved from its duly authorized capital stock not less than 100% of the maximum number of

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (acollectively “Liens”) Notwithstanding anything with respect to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance issuance thereof. As of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)each Closing, the price of which (on a per Share equivalent basis) is Company shall have reserved from its duly authorized share capital not less than the higher sum of 200% of (i) the lowest maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (w) all Additional Notes issuable hereunder shall have been issued at an Additional Closing on the Initial Closing Date, (x) the Notes are convertible at the Alternate Conversion Price under (as defined in the Amended Notes) assuming an Alternate Conversion Date (as defined in the Notes) as of such date of determination, (y) interest on the Notes shall accrue through the first anniversary of the Initial Closing Date and Restated will be converted in Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of such date of determination, and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the highest Restatement Conversion Price determined maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein, but assuming for any Incremental Advances completed up purposes hereof that that all Additional Notes issuable hereunder shall have been issued at an Additional Closing on the Initial Closing Date (and all adjustments to the time Warrants upon the occurrence of such issuance (such an issuance is a “Down Round”Additional Closing shall have occurred in accordance with the terms thereof)). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such Upon issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments or conversion in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and exercise in accordance with the terms of such securities; Warrants (y) as the issuance of any Equity Interests pursuant to obligations in effect case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors similar rights or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to The issuance of the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders Preferred Stock and the CompanyWarrants are duly authorized and, in each case, acting reasonably) of the Dilutive Interests being when issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required paid for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and in accordance with the terms of such securities; the Transaction Documents, shall be validly issued, fully paid and non-assessable and free from all taxes, liens, charges and other encumbrances imposed by the Company. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 133% of the sum of (yi) the maximum number of Conversion Shares issuable upon conversion of the Preferred Stock (assuming for purposes hereof that the Preferred Stock is convertible at the initial Conversion Price (as defined in the Certificate of Determination) and without taking into account any limitations on the conversion of the Preferred Stock set forth in the Certificate of Determination and assuming that the Series B Warrant Shares are outstanding as of the Closing) and (ii) the maximum number of Warrant Shares issuable upon exercise of the Common Stock Warrants (without regard to any limitations on the exercise of the Common Stock Warrants set forth therein). Upon (i) conversion of the Preferred Stock in accordance with the Certificate of Determination, (ii) issuance as dividends on the Preferred Stock in accordance with the Certificate of Determination or (iii) exercise of the Warrants in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, as applicable, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances imposed by the Company, with the holders being entitled to all rights accorded to a holder of Common Stock. The Preferred Stock and Warrants are being issued, and the Conversion Shares and the Warrant Shares have been registered by the Company under the 1933 Act. The Registration Statement is effective and available for the issuance of the Securities thereunder and the Company has not received any Equity Interests pursuant notice that the SEC has issued or intends to obligations in effect issue a stop-order with respect to the Registration Statement or contemplated as that the SEC otherwise has suspended or withdrawn the effectiveness of the Restatement Closing DateRegistration Statement, either temporarily or permanently, or intends or has threatened in each case writing to do so. The “Plan of Distribution” section under the extent set forth on Schedule 8.22 and Registration Statement permits the issuance of the Securities hereunder. Upon issuance in accordance with the terms of such Equity Intereststhe Transaction Documents, the Conversion Shares and the Warrant Shares issuable upon exercise of the Common Stock Warrants will be freely tradable without restriction. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the 1933 Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the final prospectus included in the Registration Statement (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case with respect to the foregoing clauses (x), (y“Prospectus”) and (z)any amendments or supplements thereto, only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance the Prospectus or any amendment or supplement thereto was issued and such issuance would not be reasonably likely to result at the Closing Date, conformed and will conform in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything all material respects to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount requirements of the Tranche 4 Advance 1933 Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the Incremental Advances and the unfunded Committed Amount is at least $100,000,000statements therein, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt in light of the Pre-Emptive Right Offer to accept such offercircumstances under which they were made, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers)misleading. (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such Upon issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and payment therefor in accordance with the terms and conditions of such securities; (y) this Agreement, the issuance Purchase Shares shall be validly issued, fully paid and nonassessable and free from all taxes, Liens, charges, restrictions, rights of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 first refusal and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case preemptive rights with respect to the foregoing clauses (x)issue thereof, (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment holders being entitled to all rights accorded to a holder of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances Ordinary Shares. All currently authorized but unissued Ordinary Shares shall be permitted if reserved for issuance as Purchase Shares, Commitment Shares and Settlement Shares: (i) there is no Event of Default at the time of each such 19,305,000 Ordinary Shares (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, share split or other similar transaction) shall automatically be duly authorized and initially reserved for issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and upon purchase under this Agreement as Purchase Shares, (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance 495,000 Ordinary Shares (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms equitable adjustment for any reorganization, recapitalization, non-cash dividend, share split or other similar transaction) shall automatically be duly authorized and initially reserved for issuance as offered to all other purchasers thereof Commitment Shares (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offeringdefined below in Section 5(e)) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with this Agreement, of which 125,000 of such Ordinary Shares (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, share split or other similar transaction) shall be duly authorized and initially reserved for issuance as Additional Commitment Shares in accordance with this Agreement and (iii) 200,000 Ordinary Shares (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, share split or other similar transaction) shall automatically be duly authorized and issued as Settlement Shares. The Commitment Shares, Additional Commitment Shares and Settlement Shares shall be validly issued, fully paid and nonassessable and free from all taxes, Liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the terms issue thereof, with the holders being entitled to all rights accorded to a holder of Ordinary Shares. Subject to the accuracy of the representations and warranties of Investor in this Section 8.22. For the avoidance of doubtAgreement, the offer and issuance by the Company could be required to both complete a Down-Round Price Reset and of the Pre-Emptive Right OfferSecurities is exempt from registration under the Securities Act.

Issuance of Securities. (a) Notwithstanding anything Upon issuance and payment therefor in accordance with the terms and conditions of this Agreement, the Purchase Shares, shall be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the contrary herein or issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. The Initial Purchase Shares have been duly authorized and, upon issuance in any other Operative Document, issue any Equity Interest, including, without limitation and for accordance with the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)terms hereof, the price of which (on a per Share equivalent basis) is less than the higher of Initial Purchase Shares shall be (i) the lowest Conversion Price under the Amended validly issued, fully paid and Restated Notes, non-assessable and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up free from all taxes, liens and charges with respect to the time of such issue thereof. The Preferred Shares have been duly authorized and, upon issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes terms hereof, the Preferred Shares shall be (i) validly issued, fully paid and Warrants non-assessable and this Section 8.22(ii) (free from all taxes, liens and charges with respect to the foregoing clause is referred to as the “Down-Round Price Reset”)issue thereof. The DownCommitment Shares have been duly authorized and, upon issuance in accordance with the terms hereof, the Commitment Shares shall be (i) validly issued, fully paid and non-Round Price Reset shall not be required for any Down-Round involving assessable and (xii) the exercisefree from all taxes, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date liens and charges with respect to the extent set forth on Schedule 8.22 issue thereof. The Warrant Shares have been duly authorized and reserved for issuance upon exercise in accordance with the Warrants. When issued in accordance with the terms of such securities; the Warrants, the Warrant Shares shall be validly issued, fully paid and non-assessable and, to our knowledge, free of all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights. 1,130,000 shares of Common Stock (ysubject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) have been duly authorized and reserved for issuance upon purchase under this Agreement as Purchase Shares, and this amount will be increased as appropriate for any increases in the Available Amount in accordance with Section 2(d). When issued in accordance with this Agreement, the Purchase Shares shall be validly issued, fully paid and non-assessable and, to our knowledge, free of all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights. 420,000 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) have been duly authorized and reserved for issuance of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and Conversion Shares. When issued in accordance with the terms Certificate of such Equity Interests; Designation, the Conversion Shares shall be validly issued, fully paid and (z) Equity Interests issued to employeesnon-assessable, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensationand, to the extent not otherwise prohibited by the Operative Documentsour knowledge, in each case with respect to the foregoing clauses (x)free of all taxes, (y) liens, charges, restrictions, rights of first refusal and (z), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advancepreemptive rights. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance The issuance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and the Warrants are duly authorized and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (ycollectively “Liens”) the issuance of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case with respect to the foregoing clauses issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (i) 130% of the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the initial Conversion Price (as defined in the Notes), (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount 50% of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period maximum number of ten (10) days from receipt Warrant Shares initially issuable upon exercise of the Pre-Emptive Right Offer to accept such offer, Warrants (without taking into account any limitations on the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion exercise of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(bWarrants set forth therein), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether Upon issuance or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur conversion in accordance with the terms of this Section 8.22. For Notes or exercise in accordance with the avoidance of doubtWarrants (as the case may be), the Company could be required to both complete a Down-Round Price Reset Conversion Shares and the Pre-Emptive Right OfferWarrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act. “Common Stock” means (i) the Company’s shares of common stock, $0.0001 par value per share, and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

Issuance of Securities. (a) Notwithstanding anything to The issuance of the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Notes, the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Other Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders Preferred Shares and the CompanyWarrants are or were, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercisecase may be, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 duly authorized and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be free from all taxes, liens and charges with respect thereto and the Xxxxxxxxx Shares and the Preferred Shares are fully paid and nonassessable. Subject to obtaining the Stockholder Approval (yas defined below) and the issuance filing with the Secretary of any Equity Interests pursuant State of Delaware of an amendment to obligations in effect or the Certificate of Incorporation to increase the number of authorized shares as contemplated as by the Stockholder Approval, the Company shall have reserved from its duly authorized (but unissued) capital stock not less than the sum of (i) 130% of the Restatement Closing Datemaximum number of shares of Common Stock issuable upon conversion of the Aggregate Notes (assuming for purposes hereof, that the Aggregate Notes are convertible at the Conversion Rate (as defined in each case to the extent Aggregate Notes) and without taking into account any limitations on the conversion of the Aggregate Notes set forth in the Aggregate Notes), (ii) 130% of the maximum number of shares of Common Stock issuable upon conversion of the Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Rate (as defined in the applicable Certificate of Designations) and without taking into account any limitations on Schedule 8.22 the conversion of the Preferred Shares set forth in the applicable Certificate of Designations), (iii) 130% of the maximum number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants) and (iv) 105% of the maximum number of shares of Common Stock or other equity of the Company issuable in connection with all other options, warrants, convertible securities and other instruments that are convertible or exercisable into such Common Stock and other equity of the Company. Upon issuance or conversion in accordance with the terms Notes or the applicable Certificate of such Equity Interests; Designations or exercise in accordance with the Warrants, as the case may be, the Conversion Shares and (z) Equity Interests issued to employeesthe Warrant Shares, consultantsrespectively, directorswill be validly issued, advisors fully paid and nonassessable and free from all preemptive or other third partiessimilar rights, in exchange for the provision of goods or services to any Credit Partytaxes, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case liens and charges with respect to the foregoing issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming that the representations and warranties of the Buyers set forth in clauses (xb), (yc) and (z)e) of Section 2 herein are true, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there is no Event of Default at Securities being sold by it are exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything The Shares and the Warrants are duly ---------------------- authorized and, when issued in accordance with the terms hereof, shall be validly issued, fully paid and nonassessable, free and clear of all Liens. Subject to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)4.7, the price Company has and at all times while any Shares or Warrants are outstanding shall use its best efforts to maintain an adequate reserve of duly authorized shares of Common Stock to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation and the Warrants, which (on a per Share equivalent basis) is reserve, subject to Section 4.7, shall be no less than the higher sum of (i) 200% of (A) the lowest number of shares of Common Stock as would be issuable upon conversion in full of the Shares, were such conversion effected on the Original Issue Date or the Filing Date (as defined in the Registration Rights Agreement), whichever yields a lower Conversion Price under Price, and (B) the Amended and Restated Notes, number of shares of Common Stock as are issuable as payment of dividends on the Shares (assuming such dividends are to be paid in Common Stock) and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to number of shares of Common Stock as are issuable upon the time exercise in full of such issuance the Warrants (such an issuance is a “Down Round”sum, the "Initial Reserve"). Notwithstanding If at any time the foregoing restrictionsum of --------------- the number of shares of Common Stock issuable (a) upon conversion in full of the then outstanding Shares, (b) as the payment of dividends on the Shares (assuming all such dividends are to be paid in Common Stock) and (c) upon exercise in full of the Warrants exceeds 85% of the Initial Reserve, then the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely shall use its best efforts to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) duly reserve 200% of the Dilutive Interests being number of shares of Common Stock equal to such excess to fulfill such obligations. This obligation shall similarly apply to successive excesses. When issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes Certificate of Designation and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and in accordance with the terms of such securities; (y) the issuance of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case with respect to the foregoing clauses (x), (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuanceWarrants, the Note Holder Ownership Percentage would reasonably Underlying Shares will be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”)duly authorized, provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance validly issued, fully paid and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offerednonassessable, and shall have a period free and clear of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers)Liens. (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (acollectively “Liens”) Notwithstanding anything with respect to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for issuance thereof. As of the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Closing, the price of which (on a per Share equivalent basis) is Company shall have reserved from its duly authorized share capital not less than of the higher sum of (i) the lowest maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Floor Price under (as defined in the Amended Notes), (y) interest on the Notes shall accrue through the second anniversary of the Closing Date and Restated will be converted in Ordinary Shares at a conversion price equal to the Floor Price and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the highest Restatement Conversion maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein) based upon the Exercise Price determined for any Incremental Advances completed up (as defined in the Warrants) in effect on the Closing Date. The Company represents that, pursuant to Rule 144, upon the time cashless exercise of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restrictionWarrants, the Company may issue a Down Round if there is no Event of Default at Warrant Shares will be deemed to have been acquired on the time of each such date the Warrant was acquired. Upon issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments or conversion in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and exercise in accordance with the terms of such securities; Warrants (y) as the issuance of any Equity Interests pursuant to obligations in effect case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and non-assessable and free from all preemptive or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors similar rights or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses issue thereof (xother than those incurred by the Holder, if any), (y) with the holders being entitled to all rights accorded to a holder of Ordinary Shares pursuant to the Articles of Association of the Company in effect, as may be amended from time to time. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance 1933 Act and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000Israeli Securities Law, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including1968, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers)amended. (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such The issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes are duly authorized and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 200% of the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the issuance Notes shall accrue through the thirty-six month anniversary of any Equity Interests pursuant the Closing Date and will be converted in shares of Common Stock at a conversion price equal to obligations in effect or contemplated the Alternate Conversion Price assuming an Alternate Conversion Date as of the Restatement Closing Date, in each case to date hereof and (z) any such conversion shall not take into account any limitations on the extent conversion of the Notes set forth on Schedule 8.22 and in the Notes),. Upon issuance or conversion in accordance with the terms of such Equity Interests; Notes, the Conversion Shares, when issued, will be validly issued, fully paid and (z) Equity Interests issued to employees, consultants, directors, advisors nonassessable and free from all preemptive or other third parties, in exchange for the provision of goods similar rights or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. The issuance of the Securities has been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, the Purchased Shares and the Warrants shall be validly issued and free from all preemptive or similar rights (a) Notwithstanding anything except for those which have been validly waived prior to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”date hereof), taxes, liens and charges and other encumbrances with respect to the price issue thereof and the Purchased Shares will be fully paid and nonassessable with the holders being entitled to all rights accorded to a holder of Common Shares. As of the Closing Date, a number of Common Shares shall have been duly authorized and reserved for issuance which (on a per Share equivalent basis) is less than equals at least the higher sum of (i) the lowest Conversion Price under maximum number of Common Shares issuable upon exercise of the Amended and Restated NotesSeries A Warrants, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to maximum number of Common Shares issuable upon exercise of the time Pre-Funded Warrants and (iii) the maximum number of such issuance (such an issuance is a “Down Round”). Notwithstanding Common Shares issuable upon exercise of the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the CompanySeries B Warrants, in each case, acting reasonablywithout giving effect to any limitation on exercise set forth therein and, with respect to the Series A Warrants, assuming a Reset Price (as defined in the Series A Warrant) equal to $0.137 (as adjusted for share splits, share dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof) and with respect to the Series B Warrants, assuming that the Maximum Eligibility Number (as defined in the Series B Warrant) is determined based on a Reset Price (as defined in the Series B Warrants) equal to $0.137 (as adjusted for share splits, share dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof) (the “Required Reserved Amount”). Upon exercise of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments Warrants in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as receipt of the Restatement Closing Date to exercise price thereunder, the extent set forth on Schedule 8.22 Warrant Shares when issued will be validly issued, fully paid and in accordance with the terms of such securities; (y) the issuance of any Equity Interests pursuant to obligations in effect nonassessable and free from all preemptive or contemplated as of the Restatement Closing Datesimilar rights, in each case to the extent set forth on Schedule 8.22 taxes, liens, charges and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case encumbrances with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Shares. Assuming the accuracy of each of the representations and (z)warranties set forth in Section 2 of this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to The issuance of the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders Purchased Shares and the CompanyWarrants are duly authorized and, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents, the Purchased Shares and the Warrants shall be validly issued and free from all preemptive or similar rights (y) except for those which have been validly waived prior to the issuance date hereof), taxes, liens and charges and other encumbrances with respect to the issue thereof and the Purchased Shares shall be fully paid and nonassessable with the holders being entitled to all rights accorded to a holder of any Equity Interests pursuant to obligations in effect or contemplated as Ordinary Shares. As of the Restatement Closing Date, a number of Ordinary Shares shall have been duly authorized and reserved for issuance which equals at least the sum of (i) the maximum number of Ordinary Shares issuable upon exercise of the Series A Warrants, (ii) the maximum number of Ordinary Shares issuable upon exercise of the Pre-funded Warrants and (iii) the maximum number of Ordinary Shares issuable upon exercise of the Series B Warrants, in each case case, without giving effect to any limitation on exercise set forth therein and, with respect to the extent set forth Series B Warrants, assuming that the Maximum Eligibility Number (as defined in the Series B Warrant) is determined based on Schedule 8.22 and a Reset Price (as defined in the Series B Warrants) equal to $0.50 (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof). Upon exercise of the Warrants in accordance with the terms of such Equity Interests; Warrants, the Warrant Shares when issued will be validly issued, fully paid and (z) Equity Interests issued to employeesnonassessable and free from all preemptive or similar rights, consultantstaxes, directorsliens, advisors or charges and other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case encumbrances with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Ordinary Shares. Assuming the accuracy of each of the representations and (z)warranties set forth in Section 2 of this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such The issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes are duly authorized and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (ycollectively “Liens”) the issuance of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case with respect to the foregoing clauses issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized share capital not less than 300% of the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note), (y) interest on the Notes shall accrue through the Maturity Date (as defined in the Notes) and will be converted in Ordinary Shares at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z), only if ) any such issuance was approved or otherwise authorized by conversion shall not take into account any limitations on the board of directors conversion of the Company, there is no Event of Default at Notes set forth in the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”Notes). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the Upon issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur conversion in accordance with the terms of this Section 8.22. For the avoidance of doubtNotes, the Conversion Shares when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Ordinary Shares. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company could be required to both complete a Down-Round Price Reset and of the Pre-Emptive Right OfferSecurities is exempt from registration under the 1933 Act.

Issuance of Securities. (a) Notwithstanding anything The issuance of the Preferred Stock and the Warrants are duly authorized and, upon issuance in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for thereof. As of the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Closing, the price of which (on a per Share equivalent basis) is Company shall have reserved from its duly authorized capital stock not less than 100% of the higher sum of (i) the lowest maximum number of Conversion Shares issuable upon conversion of the Preferred Stock (assuming for purposes hereof that the Preferred Stock is convertible at the Conversion Price under (as defined in the Amended Certificate of Designation) and Restated Noteswithout taking into account any limitations on the conversion of the Preferred Stock set forth in the Certificate of Designation), and (ii) the highest Restatement Conversion Price determined for maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any Incremental Advances completed up to limitations on the time exercise of such issuance (such an issuance is a “Down Round”the Warrants set forth therein). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such The issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each caseConversion Shares is duly authorized, such prices remaining subject to further adjustments and upon conversion of the Preferred Stock in accordance with the Notes Certificates of Designation, the Conversion Shares, when issued, will be validly issued, fully paid and Warrants non-assessable and this Section 8.22) (free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the foregoing clause is referred issue thereof, with the holders being entitled to as the “Down-Round Price Reset”)all rights accorded to a holder of Common Stock. The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as issuance of the Restatement Closing Date to the extent set forth on Schedule 8.22 Warrant Shares is duly authorized, and upon exercise in accordance with the terms of such securities; (y) Warrants, the issuance of any Equity Interests pursuant to obligations in effect Warrant Shares, when issued, will be validly issued, fully paid and non-assessable and free from all preemptive or contemplated as of the Restatement Closing Datesimilar rights, in each case to the extent set forth on Schedule 8.22 taxes, liens, charges and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case encumbrances with respect to the foregoing clauses (x)issue thereof, (y) and (z), only if such issuance was approved or otherwise authorized by with the board of directors holders of the Company, there is no Event Warrant Shares being entitled to all rights accorded to a holder of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”)Common Stock. No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from Upon receipt of the Pre-Emptive Right Offer to accept such offerapplicable Securities, the right to purchase a number of such Dilutive Interests being offered at the same price each Investor will have good and subject marketable title to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers)applicable Securities. (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to The issuance of the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders Preferred Shares and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes Warrants have been duly authorized and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance thereof in accordance with the terms of such securities; (y) the Transaction Documents, the Preferred Shares and the Warrants shall be free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized Common Stock not less than 2,000,000 of the shares of its authorized Common Stock which shall not have theretofore been issued or reserved for issuance for other purposes. From and after receipt of the Capital Increase, the Company shall have reserved not less than 12,000,0000 of the shares of its authorized Common Stock for the conversion of Preferred Shares, the issuance of any Equity Interests pursuant to obligations in effect or contemplated as Dividend Shares and the issuance of shares of Common Stock upon exercise of all of the Restatement Warrants; provided, however, if the Company issues more than 10,000 Preferred Shares upon the Initial Closing Dateand the Additional Closing, in each case to the extent set forth on Schedule 8.22 Company shall have reserved not less than 16,000,000 of the shares of its authorized Common Stock for the conversion of the Preferred Shares, the issuance of the Dividend Shares and the issuance of shares of Common Stock upon exercise of all of the Warrants. Upon issuance in accordance with the terms Certificate of such Equity Interests; Designations or exercise in accordance with the Warrants, as the case may be, the Conversion Shares, the Dividend Shares and (z) Equity Interests issued to employeesthe Warrant Shares, consultantsrespectively, directorswill be validly issued, advisors fully paid and nonassessable and free from all preemptive or other third partiessimilar rights, in exchange for the provision of goods or services to any Credit Partytaxes, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case liens and charges with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Based on the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to The issuance of the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Preferred Shares, the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders Guarantees and the CompanyWarrants are duly authorized and, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; (y) the issuance Transaction Documents, shall be validly issued and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof and the Preferred Shares shall be fully paid and nonassessable with the holders thereof being entitled to the rights and preferences set forth in the Certificate of any Equity Interests pursuant to obligations in effect or contemplated as Designations. As of the Restatement Closing DateInitial Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds the sum of (i) 130% of the initial number of Conversion Shares issuable upon conversion of the Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Rate (as defined in each case the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) 130% of the initial number of Series A Warrant Shares issued and issuable upon exercise of the Series A Warrants and without taking into account any limitations on the exercise of the Series A Warrants set forth in the Series A Warrants. As of the Series B Warrant Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance, with respect to the extent Series B Warrants, which equals or exceeds 130% of the initial number of Series B Warrant Shares issued and issuable upon exercise of the Series B Warrants and without taking into account any limitations on the exercise of the Series B Warrants set forth on Schedule 8.22 in the Series B Warrants. As of the date hereof, there are 49,656,695 shares of Common Stock authorized and unissued. Upon issuance in accordance with the terms Certificate of such Equity Interests; Designations and (z) Equity Interests issued to employeesexercise of the Warrants in accordance with the Warrants, consultantsthe Conversion Shares and the Warrant Shares, directorsrespectively, advisors will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens, charges and other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case encumbrances with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and (z)warranties set forth in Section 2 of this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company and the Guarantors of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance The issuance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and the Warrants are duly authorized and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all taxes, liens, charges and other encumbrances with respect to the issue thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 130% of the sum of (yi) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that the Notes are convertible at the initial Conversion Price (as defined in the Notes) and without taking into account any limitations on the conversion of the Notes set forth in the Notes), (ii) the maximum number of Interest Shares issuable pursuant to the terms of the Notes from the Closing Date through the eighteen month anniversary of the Closing Date (determined as if issued on the Trading Day immediately preceding the Closing Date without taking into account any limitations on the issuance of any Equity Interests pursuant to obligations securities set forth in effect or contemplated as the Notes) and (iii) the maximum number of Warrant Shares issuable upon exercise of the Restatement Closing Date, in each case to Warrants (without taking into account any limitations on the extent exercise of the Warrants set forth on Schedule 8.22 and therein). Upon issuance or conversion in accordance with the terms of such Equity Interests; Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares, the Interest Shares and (z) Equity Interests issued to employeesthe Warrant Shares, consultantsrespectively, directorswhen issued, advisors will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens, charges and other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case encumbrances with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (acollectively “Liens”) Notwithstanding anything with respect to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for issuance thereof. As of the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Closing, the price of which (on a per Share equivalent basis) is Company shall have reserved from its duly authorized capital stock not less than the higher sum of 200% of (i) the lowest maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price under (as defined in the Amended Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the first anniversary of the Closing Date and Restated will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the highest Restatement Conversion Price determined for maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any Incremental Advances completed up to limitations on the time exercise of such issuance (such an issuance is a “Down Round”the Warrants set forth therein). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such Upon issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments or conversion in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and exercise in accordance with the terms of such securities; Warrants (y) as the issuance of any Equity Interests pursuant to obligations in effect case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors similar rights or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (acollectively “Liens”) Notwithstanding anything with respect to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for issuance thereof. As of the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Closing, the price of which (on a per Share equivalent basis) is Company shall have reserved from its duly authorized capital stock not less than 250% of the higher sum of (i) the lowest maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price under (as defined in the Amended Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the eighteen month anniversary of the Closing Date and Restated will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the highest Restatement Conversion Price determined for maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any Incremental Advances completed up to limitations on the time exercise of such issuance (such an issuance is a “Down Round”the Warrants set forth therein). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such Upon issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments or conversion in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and exercise in accordance with the terms of such securities; Warrants (y) as the issuance of any Equity Interests pursuant to obligations in effect case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors similar rights or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such The issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes are duly authorized and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the greater of (I) 19.9% of the aggregate amount of Common Stock outstanding as of the date hereof and (II) 500% of the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the issuance Notes shall accrue through the six month anniversary of any Equity Interests pursuant the Closing Date and will be converted in shares of Common Stock at a conversion price equal to obligations in effect or contemplated the Alternate Conversion Price assuming an Alternate Conversion Date as of the Restatement Closing Date, in each case to date hereof and (z) any such conversion shall not take into account any limitations on the extent conversion of the Notes set forth on Schedule 8.22 and in the Notes). Upon issuance or conversion in accordance with the terms of such Equity Interests; Notes, the Conversion Shares will be validly issued, fully paid and (z) Equity Interests issued to employees, consultants, directors, advisors nonassessable and free from all preemptive or other third parties, in exchange for the provision of goods similar rights or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance The issuance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and the Warrants are duly authorized and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; (y) the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issuance of any Equity Interests pursuant to obligations in effect or contemplated thereof. The Company shall have reserved from its duly authorized capital stock as of the Restatement Closing Date, (i) not less than 125% of the maximum number of Conversion Shares issuable upon conversion of the Notes (determined without taking into account any limitations on the conversion of the Notes set forth therein and assuming that the Notes are convertible at the initial Conversion Price (as defined in each case the Notes) and (ii) 125% of the maximum number of Interest Shares issuable pursuant to the extent terms of the Notes from the Closing Date through the maturity date of the Notes (determined without taking into account any limitations on the conversion of the Notes set forth therein) and (iii) the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on Schedule 8.22 and the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the terms of such Equity Interests; Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares, the Interest Shares and (z) Equity Interests issued to employeesthe Warrant Shares, consultantsrespectively, directorswhen issued, advisors will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens, charges and other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case encumbrances with respect to the foregoing clauses (x)issue thereof, (y) and (z), only if such with the holders being entitled to all rights accorded to a holder of Common Stock. The issuance was approved or otherwise authorized by the board of directors Company of the CompanySecurities (other than the Warrants and the Warrant Shares) has been registered under the 1933 Act, there the Securities (other than the Warrants and the Warrant Shares) are being issued pursuant to the Registration Statement and all of the Securities (other than the Warrants and the Warrant Shares) are freely transferable and freely tradable by each of the Buyers without restriction. The Registration Statement is no Event effective and available for the issuance of Default the Securities thereunder and the Company has not received any notice that the SEC has issued or intends to issue a stop-order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The “Plan of Distribution” section under the Registration Statement permits the issuance and sale of the Securities (other than the Warrants and the Warrant Shares) hereunder and as contemplated by the other Transaction Documents. Upon receipt of the Securities, each of the Buyers will have good and marketable title to the Securities. The Registration Statement and any prospectus included therein, including the Prospectus and the Prospectus Supplement, complied in all material respects with the requirements of the 1933 Act and the 1934 Act and the rules and regulations of the SEC promulgated thereunder and all other applicable laws and regulations. At the time the Registration Statement and any amendments thereto became effective, at the time date of this Agreement and at each such issuance deemed effective date thereof pursuant to Rule 430B(f)(2) of the 1933 Act, the Registration Statement and such issuance would not be reasonably likely to result any amendments thereto complied and will comply in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection all material respects with the issuance requirements of the 1933 Act and did not and will not contain any untrue statement of a material fact or amendment of omit to state any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected material fact required to be below fifty one percent (51%) (stated therein or necessary to make the statements therein not misleading. The Prospectus and any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance amendments or supplements thereto (including, without limitation, pricing the Prospectus Supplement), at the time the Prospectus or any amendment or supplement thereto was issued and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offeredClosing Date, complied, and shall have a period of ten (10) days from receipt will comply, in all material respects with the requirements of the Pre-Emptive Right Offer 1933 Act and did not, and will not, contain any untrue statement of a material fact or omit to accept such offerstate a material fact necessary in order to make the statements therein, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion light of the Dilutive Issuance and the acquisition in full circumstances under which they were made, not misleading. The Company meets all of the Dilutive Interests offered requirements for the use of Form S-3 under this Section 8.22(b), such purchase to be closed concurrently with completion the 1933 Act for the offering and sale of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests Securities (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Warrants and the Warrant Shares) contemplated by this Agreement and the other Transaction Documents, and the SEC has not notified the Company may issue of any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as objection to the use of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies form of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer Registration Statement pursuant to occur Rule 401(g)(1) under the 1933 Act. The Registration Statement meets the requirements set forth in accordance with Rule 415(a)(1)(x) under the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer1933 Act.

Issuance of Securities. (a) Notwithstanding anything to The issuance of the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders Note and the CompanyWarrants is duly authorized and, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; (y) the issuance of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Transaction Documents, in each case will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the foregoing clauses (x), (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors issue thereof. As of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuanceClosing, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance Company shall have reserved from its duly authorized capital stock not less than 100% of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if the sum of (i) there the maximum number of Conversion Shares issuable upon conversion of the Note (assuming for purposes hereof that the Note is no Event of Default convertible at the time Standard Conversion Price (as defined in the Note) and without taking into account any limitations on the conversion of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; the Note set forth therein) and (ii) if the aggregate amount maximum number of Series A Warrant Shares issuable upon exercise of the Tranche 4 Advance and Series A Warrant (without taking into account any limitations on the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt exercise of the Pre-Emptive Right Offer Series A Warrant set forth therein). Prior to accept such offer, (A) the right to purchase a number time of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance Series B Warrant, if and the acquisition in full of the Dilutive Interests offered when required under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right OfferAgreement, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names have reserved from its duly authorized capital stock not less than 100% of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the maximum number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated Series B Warrant Shares issuable upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as exercise of the Restatement Closing Date. Series B Warrant (d) The Credit Parties shall not proceed with without taking into account any Down Round or Dilutive Issuance if compliance with applicable Laws or limitations on the policies exercise of the CSE would prevent a Series B Warrant set forth therein), (B) the time of issuance of the Series C Warrant, if and when required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of under this Section 8.22. For the avoidance of doubtAgreement, the Company could be shall have reserved from its duly authorized capital stock not less than 100% of the maximum number of Series C Warrant Shares issuable upon exercise of the Series C Warrant (without taking into account any limitations on the exercise of the Series C Warrant set forth therein), and (C) the time of issuance of the Series D Warrant, if and when required to both complete a Down-Round Price Reset and under this Agreement, the Pre-Emptive Right Offer.Company shall have reserved from its duly authorized capital stock not less than 100% of the maximum number of

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (acollectively “Liens”) Notwithstanding anything with respect to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for issuance thereof. As of the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Closing, the price of which (on a per Share equivalent basis) is Company shall have reserved from its duly authorized share capital not less than 200% of the higher sum of (i) the lowest maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price under (as defined in the Amended Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through October 2, 2020 and Restated will be converted in Ordinary Shares at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the highest Restatement Conversion Price determined for maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any Incremental Advances completed up to limitations on the time exercise of such issuance (such an issuance is a “Down Round”the Warrants set forth therein). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such Upon issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments or conversion in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and exercise in accordance with the terms of such securities; Warrants (y) as the issuance of any Equity Interests pursuant to obligations in effect case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors similar rights or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Ordinary Shares. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything (i) In connection with the purchase of a Participation Certificate, Seller shall instruct (and, if Seller fails to instruct, then Agent may instruct) Custodian to deliver to the contrary herein Applicable Agency, the documents listed in Annex 19-A, 19-B or 19-C of the Custodial Agreement, as applicable, in respect of the Related Mortgage Loans, in the manner and at the time set forth in the Custodial Agreement. Seller shall thereafter promptly deliver to the Applicable Agency any and all additional documents requested by the Applicable Agency to enable the Applicable Agency to make Delivery to Purchaser of a Security backed by such Mortgage Loans on the related Anticipated Delivery Date. Seller shall not revoke such instructions to Custodian and shall not revoke its instructions to the Applicable Agency to make Delivery to Purchaser or its designee of a Security backed by such Mortgage Loans. The Delivery to Purchaser of a Security shall be made in accordance with the following delivery instructions: Fed Book Entry Securities (MBS) ABA: [***] Bank of NYC/BCMBS (ii) Seller shall notify Purchaser, not later than 12:00 noon, Eastern Time, on the second (2nd) Business Day prior to the applicable Settlement Date (a) of the amount of any change in the principal amount of the Mortgage Loans backing each such Security related to such Settlement Date and (b) with respect to Xxxxxxx Mac Securities, the Xxxxxxx Mac mortgage loan pool number applicable to each Security to which such Settlement Date relates. Upon Delivery of such Security to BCI or its designee, Purchaser shall cease to have any interest under such Participation Certificate and in exchange shall have a 100% ownership interest in the related Security. It is understood and agreed that for so long as Seller is subservicing Related Mortgage Loans, Seller shall retain only record title to the Mortgages (and not an equitable interest) in all such Mortgage Loans (other than MERS Designated Mortgage Loans) for the sole purpose of subservicing such Mortgage Loans on a servicing-released basis. (b) If Delivery of a Security backed by the Mortgage Loans evidenced by a Participation Certificate purchased hereunder has not occurred by 12:00 noon (Eastern Time) on the related Settlement Date as a result of a Security Issuance Failure or otherwise, then subject to the exercise by Purchaser of its rights set forth in Section 4(c), the Completion Fee relating to such Participation Certificate shall be reduced on each day during the period from the Settlement Date to (but not including) the earlier of (x) the date of Delivery of such Security, and (y) the date of satisfaction of the obligations of Seller pursuant to the exercise by Purchaser of any remedial election authorized by this Section 5, by an amount equal to the Daily Completion Fee Reduction Amount. The Completion Fee (reduced by the applicable Daily Completion Fee Reduction Amounts) relating to such Participation Certificate, if any, shall not be payable until the end of the period specified in the preceding sentence. (c) If a breach by Seller of this Agreement results in any other Operative DocumentRelated Mortgage Loan being a Defective Mortgage Loan on the Purchase Date of the related Participation Certificate to Purchaser, issue Agent in its sole discretion may require that Seller, upon receipt of notice from Purchaser or Agent of its exercise of such right, to either (x) immediately repurchase Purchaser’s beneficial ownership interest in such Defective Mortgage Loan by remitting to Purchaser the allocable amount paid by Purchaser for such beneficial interest plus accrued interest at the rate specified in the related Mortgage Note on the principal amount thereof from the date of Purchaser’s purchase of such Participation Certificate to the date of such repurchase together with any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation Losses suffered by Purchaser relating to acquire, any Equity Interest, such repurchase (including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”Losses incurred by Purchaser resulting from adjustments to the trade required by the Takeout Investor), or (y) deliver to Custodian a Mortgage Loan eligible to back such Security in exchange for such Defective Mortgage Loan, which newly delivered Mortgage Loan shall be in all respects acceptable to Agent in Agent’s reasonable discretion, and such newly delivered Mortgage Loan will thereupon become one of the price Related Mortgage Loans relating to the Participation Certificate. If the aggregate principal balance of which any Mortgage Loans that are accepted by Purchaser pursuant to clause (on a per Share equivalent basisy) of the immediately preceding sentence is less than the higher aggregate principal balance of (i) the lowest Conversion Price under the Amended and Restated Notesany Defective Mortgage Loan that is being replaced by such Mortgage Loan, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up Seller shall remit with such Mortgage Loan to Purchaser an amount equal to the time difference between the aggregate principal balance of the new Mortgage Loan accepted by Purchaser and the aggregate principal balance of the Defective Mortgage Loan being replaced thereby plus accrued interest on such Defective Mortgage Loan at the rate specified in the related Mortgage Note on the principal amount thereof from the Purchase Date of Purchaser’s purchase of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date Participation Certificate to the extent set forth on Schedule 8.22 and in accordance with the terms date of such securities; (y) the issuance of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case with respect to the foregoing clauses (x), (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Datesubstitution. (d) The Credit Parties If any Related Mortgage Loan becomes thirty (30) days or more Delinquent with respect to the first scheduled monthly payment due Purchaser after the date on which such Related Mortgage Loan was originated and prior to the Anticipated Delivery Date, Seller shall not proceed with repurchase the beneficial interest in such Related Mortgage Loan as if it were a Defective Mortgage Loan upon direction by Agent given no later than one hundred twenty (120) days after the Purchase Date. (e) No exercise by Purchaser or Agent of their respective rights under this Section 5 shall relieve Seller of responsibility or liability for any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms breach of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right OfferAgreement.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)The Preferred Shares, the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exerciseAdditional Investment Rights are duly authorized and, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; (y) hereof, shall be validly issued, free from all taxes, liens and charges with respect to the issuance of any Equity Interests pursuant issue thereof, and the Preferred Shares shall be entitled to obligations the rights and preferences as set forth in effect or contemplated as the Certificate. As of the Restatement Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals 130% of the maximum number of shares of Common Stock issuable upon conversion of the Preferred Shares and Additional Investment Right Shares, as the case may be, and 130% of the maximum number of shares of Common Stock issuable upon exercise of the Warrants to be issued at the Closing Dateand 100% of the maximum number of Preferred Shares issuable upon, in each case to the extent set forth on Schedule 8.22 and exercise of the Additional Investment Rights. Upon conversion or exercise in accordance with the terms Preferred Shares, the Warrants or the Additional Investment Rights, as the case may be, and upon issuance of such Equity Interests; the Dividend Shares as dividends on the Preferred Shares and (z) Equity Interests issued to employeesAdditional Investment Right Shares, consultantsthe Conversion Shares, directorsthe Warrant Shares and the Dividend Shares, advisors or other third partiesrespectively, in exchange for the provision of goods or services to any Credit Partywill be validly issued, or as part of their compensationfully paid and nonassessable and free from all taxes, to the extent not otherwise prohibited by the Operative Documents, in each case liens and charges with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and (z)warranties of Buyer contained in Section 2, only if such the issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such The issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption shares of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and in accordance with the terms of such securities; (y) the issuance of any Equity Interests Common Stock pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case with respect to the foregoing clauses (x), (y) and (z), only if such issuance was approved or otherwise this Agreement is duly authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) ifand, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22Agreement, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, Liens, charges and other encumbrances with respect to the issue thereof (other than pursuant to the securities laws). For The issuance of the avoidance Warrants pursuant to the Transaction Documents is duly authorized, and upon the due execution, issuance and delivery thereof against payment in full therefor in accordance with the terms of doubtthis Agreement, Warrants will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms. The issuance of the Warrant Shares is duly authorized, and upon issuance in accordance with the Warrants and as adjusted further to the Swap Agreement, the Warrant Shares will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, Liens, charges and other encumbrances with respect to the issue thereof (other than pursuant to the securities laws), with the holders being entitled to all rights accorded to a holder of shares of Common Stock. As of the Closing, the Company could be required shall have reserved from its duly authorized capital stock not less than 200% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any additional shares that may become issuable by the Company pursuant to both complete a Down-Round Price Reset the Swap Agreement or any ​ ​ ​ ​ limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the Pre-Emptive Right Offer.Buyer in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act. Upon issuance in accordance with the terms of this Agreement, Buyer will have good and marketable title to the Securities. ​

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such The issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each caseWarrants are duly authorized and, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of the BioPharmX Transaction Documents, following the completion of the Merger, the Warrants shall be validly issued and free from all preemptive or similar rights (except for those which have been validly waived prior to the date hereof), taxes, liens and charges and other encumbrances with respect to the issue thereof. As of the Closing Date, a number of shares of BioPharmX Common Stock shall have been duly authorized and reserved for issuance which equals the sum of (i) until the Reservation Date (as defined in the Warrants), such securities; calculation shall assume that the Series A Warrants and the Series B Warrants are then exercisable in full into a number of shares of BioPharmX Common Stock equal to the sum of (x) the number of Series A Warrant Shares issued and issuable pursuant to the Series A Warrants determined in accordance with Section 2(d) of the Series A Warrants assuming a Reset Price (as defined in the Series A Warrants) equal to the Reset Floor Price (as defined in the Warrants) without giving effect to any limitation on exercise set forth therein, (y) the issuance number of any Equity Interests Series B Warrant Shares issued and issuable pursuant to obligations the Series B Warrants assuming that the Maximum Eligibility Number (as defined in the Series B Warrant) is determined based on a Reset Price (as defined in the Series B Warrants) equal to the Reset Floor Price without giving effect or contemplated as to any limitation on exercise set forth therein, and (ii) thereafter, 100% of the Restatement Closing Datemaximum number of shares of BioPharmX Common Stock as shall from time to time be necessary to effect the exercise of all of the Warrants then outstanding, in each case without giving effect to any limitation on exercise included herein (the extent set forth on Schedule 8.22 foregoing clauses (i) and (ii), as applicable, the “Required Reserve Amount”) (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof). Upon exercise of the Warrants in accordance with the terms of such Equity Interests; Warrants, the Warrant Shares when issued will be validly issued, fully paid and (z) Equity Interests issued to employeesnonassessable and free from all preemptive or similar rights, consultantstaxes, directorsliens, advisors or charges and other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case encumbrances with respect to the foregoing clauses (x)issue thereof, (y) and (z), only if such issuance was approved or otherwise authorized by with the board holders being entitled to all rights accorded to a holder of directors BioPharmX Common Stock. Assuming the accuracy of each of the Company, there is no Event of Default at the time of each such issuance representations and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated warranties set forth in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance 2 of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuanceAgreement, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such offer and issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount by BioPharmX of the Tranche 4 Advance Warrants and the Incremental Advances and Warrant Shares is exempt from registration under the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers)1933 Act. (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to The issuance of the contrary herein or Warrants are duly authorized and, upon issuance in any other Operative Documentaccordance with the terms of the Histogenics Transaction Documents, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher as of (i) the lowest Conversion Price under date hereof, subject to the Amended and Restated NotesHistogenics Required Stockholder Approvals, and (ii) the highest Restatement Conversion Price determined Closing Date, the Warrants shall be validly issued and free from all preemptive or similar rights (except for any Incremental Advances completed up those which have been validly waived prior to the time date hereof), taxes, liens and charges and other encumbrances with respect to the issue thereof. As of such the Closing Date, a number of shares of Histogenics Common Stock shall have been duly authorized and reserved for issuance which equals the sum of (such an issuance is i) a number of shares of Histogenics Common Stock issued and issuable pursuant to the Series A Warrants and Series C Warrants equal to 300% of the sum of (x) the number of Exchange Shares to be issued in exchange of Initial Common Shares (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof) and (y) the number of Exchange Shares to be issued in exchange of Additional Common Shares delivered or deliverable to the Buyer without giving effect to any limitation on delivery to the Buyer pursuant to Section 1(c)(iv) of this Agreement (the “Down RoundAdditional Vested Common Shares”) (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the applicable date the Additional Vested Common Shares are delivered), delivered or deliverable to the Buyers pursuant to Section 1(c)(ii) and (ii) a number of shares of Histogenics Common Stock issued and issuable pursuant to the Series B Warrants equal to 300% of the sum of (x) the number of Initial Common Shares (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof) and (y) the number of Additional Vested Common Shares (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the applicable date the Additional Vested Common Shares are delivered), delivered or deliverable to the Buyers pursuant to Section 1(c)(ii), each without giving effect to any limitation on exercise set forth in the Warrants (the “Required Reserve Amount”) (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) Upon exercise of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments Warrants in accordance with the Notes Warrants, the Warrant Shares when issued will be validly issued, fully paid and Warrants nonassessable and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercisefree from all preemptive or similar rights, conversiontaxes, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 liens, charges and in accordance with the terms of such securities; (y) the issuance of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case encumbrances with respect to the foregoing clauses (x)issue thereof other than encumbrances arising under securities laws, (y) and (z), only if such issuance was approved or otherwise authorized by with the board holders being entitled to all rights accorded to a holder of directors Histogenics Common Stock. Assuming the accuracy of each of the Company, there is no Event of Default at the time of each such issuance representations and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated warranties set forth in Section 8.22(b) below 2 and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance Section 3 of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuanceAgreement, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such offer and issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount by Histogenics of the Tranche 4 Advance Warrants and the Incremental Advances and Warrant Shares is exempt from registration under the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers)1933 Act. (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything The Preferred Shares are duly authorized and when issued and paid for pursuant to the contrary herein or in any other Operative Documentterms of the Transaction Documents will be validly issued, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notesfully paid, and (ii) the highest Restatement Conversion Price determined for nonassessable, and will be free of any Incremental Advances completed up liens or encumbrances with respect to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, thereof; provided, however, that the Preferred Shares shall be subject to restrictions on transfer under state or federal securities laws as set forth in the Transaction Documents, or as otherwise may be required under state or federal securities laws as set forth in the Transaction Documents at the time of such issuancea transfer is proposed. When paid for and issued in accordance with this Agreement, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders Warrants will constitute valid and binding obligations of the Company, in each case, acting reasonably) of enforceable against the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments Company in accordance with their respective terms, except as such enforceability may be limited by the Notes Enforceability Exceptions; provided, however, that the Warrants shall be subject to restrictions on transfer under state or federal securities laws as set forth in the Transaction Documents, or as otherwise may be required under state or federal securities laws as set forth in the Transaction Documents at the time a transfer is proposed. Except as disclosed in reports, schedules, forms, proxy statements, statements and Warrants other documents filed by the Company with the Securities and this Section 8.22) Exchange Commission (the “SEC”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) during the twelve (12) calendar months prior to the date hereof (all of the foregoing clause is filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “Down-Round Price ResetSEC Documents”). The Down-Round Price Reset shall , the issuance and delivery of the Preferred Shares and the Warrants will not be required for subject to preemptive, co-sale, right of first refusal or any Down-Round involving (x) the exercise, conversion, exchange or redemption other similar rights of any securities stockholder of the Company or any other person, or any liens or encumbrances or result in the triggering of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and in accordance with the terms of such securities; (y) the issuance of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors anti-dilution or other third parties, in exchange for the provision of goods or services to similar rights under any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case with respect to the foregoing clauses (x), (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors outstanding securities of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, The Underlying Shares issuable upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount conversion of the Tranche 4 Advance Preferred Stock, payment of the Preferred Stock dividend in Dividend Shares, and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt exercise of the Pre-Emptive Right Offer to accept such offerWarrants, the right to purchase a number of such Dilutive Interests being offered at the same price will be duly authorized and, when paid for and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur issued in accordance with the terms of this Section 8.22. For the avoidance of doubtAgreement, the Company could Certificate of Designation and the Warrants, as applicable, will be validly issued, fully paid, and nonassessable, and will be free of any liens or encumbrances with respect to the issuance thereof; provided, however, that the Underlying Shares shall be subject to restrictions on transfer under state or federal securities laws as set forth in the Transaction Documents, or as otherwise may be required under state or federal securities laws as set forth in the Transaction Documents at the time a transfer is proposed. Except as disclosed in the SEC Documents, the issuance and delivery of the Underlying Shares will not be subject to both complete a Downpreemptive, co-Round Price Reset sale, right of first refusal or any other similar rights of any stockholder of the Company or any other person, or any liens or encumbrances or result in the triggering of any anti-dilution or other similar rights under any outstanding securities of the Company. The Company has initially reserved 10,000 shares of Preferred Stock for issuance hereunder, 4,473,272 shares of Common Stock for issuance upon conversion of the Preferred Stock, 4,473,272 shares of Common Stock for issuance upon exercise of the Warrants and 500,000 shares of Common Stock for possible issuance as payment of future dividends on the Pre-Emptive Right OfferPreferred Stock.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (acollectively “Liens”) Notwithstanding anything with respect to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for issuance thereof. As of the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Closing, the price of which (on a per Share equivalent basis) is Company shall have reserved from its duly authorized share capital not less than the higher sum of (i) 200% of the lowest maximum number of Conversion Shares issuable upon conversion of the Preferred Shares (assuming for purposes hereof that (x) the Preferred Shares are convertible at the Floor Price under (as defined in the Amended Certificate of Designations) in effect and Restated Noteswithout taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations), and (ii) the highest Restatement maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Preferred Shares or exercise in accordance with the Warrants (as the case may be), the Conversion Price determined for any Incremental Advances completed up Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the time issue thereof, with the holders being entitled to all rights accorded to a holder of shares of Common Stock. The Company has prepared and filed with the SEC a Registration Statement on Form S-3 (File No. 333-264325) (the “Registration Statement”) in conformity with the requirements of the 1933 Act, which was declared effective by the SEC on April 27, 2022 (the “Effective Date”), including the base prospectus included therein (the “Prospectus”), and such issuance amendments and supplements thereto as may have been required to the date of this Agreement, including the supplement to the Prospectus complying with Rule 424(b) of the 1933 Act that will be filed with the SEC and delivered by the Company to each Buyer at the Closing (such an issuance is a the “Down RoundProspectus Supplement”). Notwithstanding The Registration Statement is effective under the foregoing restriction1933 Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the SEC and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the SEC. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the 1933 Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the 1933 Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company may issue a Down Round if there is no Event of Default was at the time of each such issuance the filing of the Registration Statement eligible to use Form S-3. The Company is eligible to use Form S-3 under the 1933 Act and such issuance would not be reasonably likely it meets the transaction requirements as set forth in General Instruction I.B.6 of Form S-3. Subject to result the accuracy of the representations and warranties of the Buyers in an Event of Default occurring, provided, however, that at the time of such issuancethis Agreement, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon offer and issuance by the Majority Holders and the Company, in each case, acting reasonably) Company of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with Unregistered Securities is exempt from registration under the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and in accordance with the terms of such securities; (y) the issuance of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case with respect to the foregoing clauses (x), (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated NotesThe Shares have been duly authorized, and (ii) the highest Restatement Conversion Price determined when issued and paid for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes terms hereof, shall be validly issued, fully paid and Warrants nonassessable, free and this Section 8.22) clear of all liens, encumbrances, security interests, charges and rights of first refusal of any kind (the foregoing clause is referred to as the “Down-Round Price Reset”collectively, "Liens"). The Down-Round Price Reset shall not be required Preferred Stock, when issued in exchange for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and Debentures in accordance with the terms of the Debentures, shall be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens. The Shares, the Preferred Stock and the Warrants, upon issuance, will not subject the holders thereof to personal liability by reason of being such securities; (y) the issuance holders. The shares of any Equity Interests pursuant to obligations in effect or contemplated as Common Stock issuable upon conversion of the Restatement Closing Date, in each case Convertible Securities are referred to herein as the extent set forth on Schedule 8.22 and "Underlying Shares." When issued in accordance with the terms Debentures or the Certificate of such Equity Interests; Designation, as the case may be, the Underlying Shares will be duly authorized, validly issued, fully paid and (z) Equity Interests nonassessable, free and clear of all Liens. The shares of Common Stock issuable upon exercise of the Warrants are referred to herein as the "Warrant Shares." When issued and paid for in accordance with the Warrants, the Warrant Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens. The Debentures, the Shares, the Preferred Stock, the Warrants, the Underlying Shares and the Warrant Shares are referred to employeesherein collectively as the "Securities." The Company has and, consultantsat each Closing Date, directors, advisors or other third parties, in exchange for will have and at all times while the provision Convertible Securities and the Warrants are outstanding will maintain an adequate reserve of goods or services to any Credit Party, or as part duly authorized shares of their compensation, Common Stock at least equal to the extent not otherwise prohibited by the Operative Documents, in each case with respect to the foregoing clauses (x), (y) and (z), only if such issuance was approved or otherwise authorized by the board sum of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b200% of the number of shares of Common Stock needed to provide for the issuance of the Underlying Shares (without regard to any limitations on conversions thereof) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance 100% of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends shares of Common Stock needed to purchase provide for the issuance of the Warrant Shares (whether or not binding, and updated upon request by the Gotham Purchaserswithout regard to any limitations on exercise thereof). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to The issuance of the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders Preferred Shares and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes Warrants are duly authorized and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals 130% of the sum of (yi) the issuance maximum number of any Equity Interests pursuant to obligations in effect or contemplated as shares of Common Stock issuable upon conversion of the Restatement Closing DatePreferred Shares (assuming for purposes hereof, in each case to that the extent Preferred Shares are convertible at the Conversion Price and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) the maximum number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on Schedule 8.22 and the exercise of the Warrants set forth in the Warrants). Upon issuance or conversion in accordance with the terms Certificate of such Equity Interests; Designations or exercise in accordance with the Warrants, as the case may be, the Conversion Shares and (z) Equity Interests issued to employeesthe Warrant Shares, consultantsrespectively, directorswill be validly issued, advisors fully paid and nonassessable and free from all preemptive or other third partiessimilar rights, in exchange for the provision of goods or services to any Credit Partytaxes, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case liens and charges with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such The issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being Securities is duly authorized and when issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and delivered in accordance with the terms of such securities; the Transaction Documents, the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (ycollectively “Liens”) with respect to the issuance thereof. As of any Equity Interests the Initial Closing Date and prior to the earlier of October 2, 2023 or the Compliance Date (as defined in the Notes), the Company shall have a number of authorized but unissued shares of Class A Common Stock equal to the sum of one hundred percent (100%) of the maximum number of shares of Class A Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Class A Common Stock under the Warrants sold at the Initial Closing, which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers). On and after the earlier of October 2, 2023 or the ComplianceAmendment No. 3 Effective Date, the Company shall have a number of authorized but unissued shares of Class A Common Stock equal to the sum of (i) one hundred percent (100%) of the maximum number of shares of Class A Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Class A Common Stock under xxxxxx Warrants, issued and issuable pursuant to obligations in effect or contemplated as this Agreement, which shall be reserved for issuance upon the exercise of the Restatement Closing DateWarrants (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) and, plus (ii) twoone hundred percent (200100%) of a fraction the numerator of which shall be the then outstanding Principal Amount (as defined in each case the Notes) of all Notes issued and issuable pursuant to this Agreement, plus an amount equal to all interest accruable on such outstanding Principal Amount through the extent set forth on Schedule 8.22 Maturity Date (as defined in the Notes) , and the denominator of which shall be the Market Stock Priceapplicable Conversion Price (as defined in the Notes), (collectively , the “Required Reserve Amoun t” ). The Underlying Shares (upon conversion in accordance with the terms of such Equity Interests; Notes or upon exercise in accordance with the Warrants), will be validly issued, fully paid and (z) Equity Interests issued to employees, consultants, directors, advisors non-assessable and free from all preemptive or other third parties, in exchange for the provision of goods similar rights or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issuance thereof, (y) with the holders being entitled to all rights accorded to a holder of Class A Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Initial Purchased Securities and any Subsequently Purchased Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance The issuance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and the Warrants are duly authorized and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof, other than Permitted Liens. As of the Closing, the Company shall have reserved from its duly authorized common shares not less than the sum of (A) 200% of the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Notes) as of the Closing Date, (y) interest on the issuance Notes shall accrue through the eighteen month anniversary of any Equity Interests pursuant the Closing Date and will be converted in Common Shares at a conversion price equal to obligations the Alternate Conversion Price (as defined in effect or contemplated the Notes) assuming an Alternate Conversion Date (as defined in the Notes) as of the Restatement Closing Date, in each case to Date and (z) any such conversion shall not take into account any limitations on the extent conversion of the Notes set forth in the Notes and (B) 125% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on Schedule 8.22 and the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the terms of such Equity Interests; Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and (z) Equity Interests issued to employeesthe Warrant Shares, consultantsrespectively, directorswhen issued, advisors will be validly issued, fully paid and nonassessable and free from all preemptive or other third parties, in exchange for the provision of goods similar rights or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Shares. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to The issuance of the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders Preferred Shares and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 Warrant Preferred Shares are duly authorized and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (i) 200% of the maximum number of Conversion Shares issuable upon conversion of the Warrant Preferred Shares (assuming for purposes hereof that (x) the Warrants have been exercised in full, (y) the issuance Warrant Preferred Shares are convertible at a conversion price equal to the Alternate Conversion Price (as defined in the Certificate of any Equity Interests pursuant to obligations Designations) assuming an Alternate Conversion Date (as defined in effect or contemplated the Certificate of Designations) as of the Restatement Closing Datedate hereof, in each case to and (z) any such conversion shall not take into account any limitations on the extent conversion of the Warrant Preferred Shares set forth on Schedule 8.22 in the Certificate of Designations), and (ii) 100% of the maximum number of Warrant Preferred Shares initially issuable upon exercise of the Warrants. Upon issuance or conversion in accordance with the terms of such Equity Interests; Warrant Preferred Shares, the Conversion Shares, when issued, will be validly issued, fully paid and (z) Equity Interests issued to employees, consultants, directors, advisors non-assessable and free from all preemptive or other third parties, in exchange for the provision of goods similar rights or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Upon issuance or exercise in accordance with the Warrants (xas the case may be), (y) the Warrant Preferred Shares, when issued, will be validly issued, fully paid and (z)non-assessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, only if such with the holders being entitled to all rights accorded to a holder of Preferred Shares. The issuance was approved or otherwise authorized by the board of directors Company of the CompanyCommon Shares, there the Warrants and the Warrant Preferred Shares (collectively, the “RD Securities”) has been registered under the 1933 Act, the RD Securities are being issued pursuant to the Registration Statement and all of the RD Securities are freely transferable and freely tradable by each of the Buyers without restriction, whether by way of registration or some exemption therefrom. The Registration Statement is no Event effective and available for the issuance of Default the RD Securities thereunder and the Company has not received any notice that the SEC has issued or intends to issue a stop-order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The “Plan of Distribution” section under the Registration Statement (including the Prospectus Supplement) permits the issuance and sale of the RD Securities hereunder and as contemplated by the other Transaction Documents. Upon receipt of the RD Securities, each of the Buyers will have acquired ownership of the RD Securities free of any adverse claim. The Registration Statement and any prospectus included therein, including the Prospectus and the Prospectus Supplement, complied in all material respects with the requirements of the 1933 Act, and the documents incorporated by reference into the Registration Statement when filed, complied in all material respects with the requirements of the 1934 Act and, in each case, with the rules and regulations of the SEC promulgated under the 1933 Act or the 1934 Act, as the case may be. At the time the Registration Statement and any amendments thereto became effective the Registration Statement and any amendments thereto complied and, upon the filing of the Prospectus Supplement after the date of this Agreement the Registration Statement will comply in all material respects with the requirements of the 1933 Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and the Prospectus Supplement at the Closing Date, complied and will comply, as the case may be, in all material respects with the requirements of each such issuance the 1933 Act and such issuance would did not, and will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not be reasonably likely misleading. The Company meets all of the requirements of General Instruction I.B.6 for the use of Form S-3 under the 1933 Act for the offering and sale of the RD Securities contemplated by this Agreement and the other Transaction Documents, and the SEC has not notified the Company of any objection to result the use of the form of the Registration Statement pursuant to Rule 401(g)(1) under the 1933 Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the 1933 Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the 1000 Xxx) relating to any of the RD Securities, the Company was not and is not an Event of Default occurring “Ineligible Issuer” (collectively, “Excluded Issuances”as defined in Rule 405 under the 1933 Act). No Credit Party shall close an issuance of Dilutive Interests without first The Company (Ai) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall has not apply distributed any offering material in connection with the issuance offer or amendment sale of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to of the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; RD Securities and (ii) if the aggregate amount until no Buyer holds any of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000RD Securities, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing shall not distribute any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result offering material in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names offer or sale of any of the other purchasers acquiring such Dilutive Interests RD Securities to, or by, any of the Buyers (where known to the Company) and the number of Dilutive Interests if required), in each such purchaser has disclosed it intends to purchase (whether or not bindingcase, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as Registration Statement, the Prospectus or the Prospectus Supplement. In accordance with Rule 5110(b)(7)(C)(i) of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or Financial Industry Regulatory Authority Manual, the policies offering of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance RD Securities has been registered with the terms of this Section 8.22. For SEC on Form S-3 under the avoidance of doubt1933 Act, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right OfferRD Securities are being offered pursuant to Rule 415 promulgated under the 1933 Act.

Issuance of Securities. (a) Notwithstanding anything The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the contrary herein issuance thereof. The Company shall have reserved from its duly authorized capital stock (x) as of the Series A Closing Date, not less than 30,000,000 shares of Common Stock for issuance as Conversion Shares or in any other Operative DocumentInterest Shares pursuant to the terms of the Series A Notes and (y) if applicable, issue any Equity Interest, including, without limitation and for as of the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Series B Closing Date, the price of which (on a per Share equivalent basis) is less than the higher sum of (i) 125% of the lowest maximum number of Conversion Shares issuable upon conversion of the Notes (determined without taking into account any limitations on the conversion of the Notes set forth therein and assuming that the Notes are convertible at the Series A Conversion Price under (as defined in the Amended Series A Notes) or Series B Conversion Price (as defined in the Series B Notes), as applicable, and Restated Notes, all Series B Notes issuable hereunder have been issued) and (ii) 125% of the highest Restatement Conversion Price determined for any Incremental Advances completed up maximum number of Interest Shares issuable pursuant to the time terms of such issuance the Notes from the Series A Closing Date through the maturity date of the Series A Notes (such an issuance is a “Down Round”determined without taking into account any limitations on the conversion of the Notes set forth therein and assuming that all Series B Notes issuable hereunder have been issued) and (iii) the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such Upon issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments or conversion in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange Indenture or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and exercise in accordance with the terms of such securities; Warrants (y) as the issuance of any Equity Interests pursuant to obligations in effect case may be), the Conversion Shares, the Interest Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or contemplated as of the Restatement Closing Datesimilar rights, in each case to the extent set forth on Schedule 8.22 taxes, liens, charges and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case encumbrances with respect to the foregoing clauses (x)issue thereof, (y) and (z), only if such with the holders being entitled to all rights accorded to a holder of Common Stock. The issuance was approved or otherwise authorized by the board of directors Company of the CompanySecurities (other than the Series A Warrant Shares and the Series B Warrant Shares) has been registered under the 1933 Act, there the Securities (other than the Series A Warrant Shares and the Series B Warrant Shares) are being issued pursuant to the Registration Statement and all of the Securities (other than the Series A Warrant Shares and the Series B Warrant Shares) are freely transferable and freely tradable by each of the Buyers without restriction. The Registration Statement is no Event effective and available for the issuance of Default the Securities thereunder and the Company has not received any notice that the SEC has issued or intends to issue a stop-order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The “Plan of Distribution” section under the Registration Statement permits the issuance and sale of the Securities (other than the Series A Warrant Shares and the Series B Warrant Shares) hereunder and as contemplated by the other Transaction Documents. Upon receipt of the Securities, each of the Buyers will have good and marketable title to the Securities. The Registration Statement and any prospectus included therein, including the Prospectus and the Prospectus Supplement, complied in all material respects with the requirements of the 1933 Act and the 1934 Act and the rules and regulations of the SEC promulgated thereunder and all other applicable laws and regulations. At the time the Registration Statement and any amendments thereto became effective, at the time date of this Agreement and at each such issuance deemed effective date thereof pursuant to Rule 430B(f)(2) of the 1933 Act, the Registration Statement and such issuance would not be reasonably likely to result any amendments thereto complied and will comply in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection all material respects with the issuance requirements of the 1933 Act and did not and will not contain any untrue statement of a material fact or amendment of omit to state any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected material fact required to be below fifty one percent (51%) (stated therein or necessary to make the statements therein not misleading. The Prospectus and any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance amendments or supplements thereto (including, without limitationlimitation the Prospectus Supplement), pricing at the time the Prospectus or any amendment or supplement thereto was issued and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offeredsuch Closing Date, complied, and shall have a period of ten (10) days from receipt will comply, in all material respects with the requirements of the Pre-Emptive Right Offer 1933 Act and did not, and will not, contain any untrue statement of a material fact or omit to accept such offerstate a material fact necessary in order to make the statements therein, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion light of the Dilutive Issuance and the acquisition in full circumstances under which they were made, not misleading. The Company meets all of the Dilutive Interests offered requirements for the use of Form S-3 under this Section 8.22(b), such purchase to be closed concurrently with completion the 1933 Act for the offering and sale of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests Securities (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Series A Warrant Shares and the Series B Warrant Shares) contemplated by this Agreement and the other Transaction Documents, and the SEC has not notified the Company may issue of any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as objection to the use of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies form of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer Registration Statement pursuant to occur Rule 401(g)(1) under the 1933 Act. The Registration Statement meets the requirements set forth in accordance with Rule 415(a)(1)(x) under the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer1933 Act.

Issuance of Securities. (a) Notwithstanding anything to The issuance of the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders Preferred Shares and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes Warrants are duly authorized and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of the Transaction Documents shall be free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than all of its available authorized shares of Common Stock not otherwise reserved for issuance, and shall, on the Business Day immediately following the earlier of the Stockholder Approval and the Stockholder Approval Deadline, authorize and reserve for issuance such securities; additional shares of Common Stock such that there shall be reserved from the Company’s capital stock not less than the sum of (yi) 125% of the issuance maximum number of shares of Common Stock issuable upon conversion of the Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price and without taking into account any Equity Interests pursuant limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations), (ii) 125% of the maximum number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants) and (iii) 100% of the maximum number of shares of Common Stock issuable as Dividend Shares with respect to obligations in effect or contemplated the Preferred Shares as of the Restatement Closing Date, in each case Trading Day immediately prior to the extent set forth on Schedule 8.22 and applicable date of determination. Upon issuance or conversion in accordance with the terms Certificate of such Equity Interests; Designations or exercise in accordance with the Warrants, as the case may be, the Conversion Shares, the Dividend Shares and (z) Equity Interests issued to employeesthe Warrant Shares, consultantsrespectively, directorswill be validly issued, advisors fully paid and nonassessable and free from all preemptive or other third partiessimilar rights, in exchange for the provision of goods or services to any Credit Partytaxes, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case liens and charges with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such The issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each caseExercised Warrant Shares is duly authorized and, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; (y) the issuance of any Equity Interests pursuant to obligations in effect January Warrants and hereof, the Exercised Warrant Shares shall be validly issued, fully paid and non-assessable and free from all preemptive or contemplated as of the Restatement Closing Datesimilar rights, in each case to the extent set forth on Schedule 8.22 taxes, liens and in accordance with the terms of such Equity Interests; charges and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case encumbrances with respect to the foregoing clauses issue thereof and the Exercised Warrant Shares shall be fully paid and nonassessable with the holder thereof being entitled to all rights accorded to a holder of Common Stock. As of the Closing, a Registration Statement (x), (yas defined in the January SPA) and (z), only if such issuance was approved or otherwise authorized registering the resale of the Exercised Warrant Shares by the board of directors Holder shall be effective and available for use by the Holder, and the Exercised Warrant Shares shall not bear any restrictive legend and shall be freely tradable without any restrictions or limitations under applicable securities laws, rules and regulations. The issuance of the Company, there May Warrants hereunder is no Event of Default at the time of each such duly authorized and upon issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22Agreement and the May Warrants shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. For As of the avoidance of doubtClosing, the Company could shall have reserved from its duly authorized capital stock not less than the maximum number of shares of Common Stock issuable upon the exercise of the May Warrants issuable hereunder (without taking into account any limitations on the exercise of the May Warrants set forth therein). Upon exercise in accordance with the May Warrants, the May Warrant Shares, when issued, will be required validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to both complete the issue thereof, with the holders thereof being entitled to all rights accorded to a Down-Round Price Reset holder of Common Stock. Subject to the accuracy of the representations and warranties of the Holder in this Agreement, the offer and issuance by the Company of the Exercised Warrant Shares, the May Warrants and the Pre-Emptive Right OfferMay Warrant Shares are exempt from registration under the 1933 Act.

Issuance of Securities. Subject to the terms and conditions herein contained, the Company shall issue and sell to the Initial Purchaser 140,000 Units (each a "Unit" and collectively, the "Units"), each consisting of (a) Notwithstanding anything to $1,000 principal amount of the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 Company's Senior Secured Increasing Rate Notes due 2003 (collectively, “Dilutive Interests”)the "Notes") and (b) one warrant (collectively, the price "Warrants") to purchase shares of which the Company's common stock, par value $0.001 per share (the "Common Stock"). The Warrants will represent, in the aggregate, the right to purchase 18% of the fully-diluted Common Stock. The Notes are to be issued under an indenture (the "Indenture") to be dated as of the Closing Date (as defined in Section 3 hereof) by and between the Company, each of the Subsidiary Guarantors listed thereon and United States Trust Company of New York, as trustee (the "Trustee"). Pursuant to the Collateral Agreements (as defined in the Indenture) to be entered into by the Company and the Trustee on a per Share equivalent basis) is less than the higher Closing Date, the Company will grant and pledge to the Trustee, for the equal and ratable benefit of the holders of the Notes, (i) a security interest in substantially all assets of the lowest Conversion Price under the Amended Company and Restated Notesits subsidiaries, and (ii) subject to obtaining certain third party consents, a mortgage lien on substantially all of the highest Restatement Conversion Price determined for Company's real property and improvements thereon and (iii) subject to certain conditions, mortgage liens on leasehold interests in the premises and improvements thereon occupied by the Company pursuant to leases of store properties entered into by the Company after the date of issuance of the Notes, in each case to secure the payment and performance of the obligations of the Company under the Indenture and the Notes. The security interests in the collateral securing the Notes will be subordinated to a lien securing the obligations under any Incremental Advances completed up future Eligible Credit Facility. Pursuant to the time Indenture, all current and future subsidiaries of such issuance the Company (such an issuance is other than New World EnbcDeb Corp.), jointly and severally, shall fully and unconditionally guarantee, on a “Down Round”). Notwithstanding senior secured basis, to each holder of Notes and the foregoing restrictionTrustee, the Company may issue a Down Round if there is no Event payment and performance of Default at the time of Company's obligations under the Indenture and the Notes (each such issuance subsidiary being referred to herein as a "Subsidiary Guarantor" and each such issuance would not be reasonably likely guarantee being referred to result in an Event of Default occurring, herein as a "Guarantee"); provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price Guarantees shall be automatically deemed amended subject to the rights of lenders under any future Eligible Credit Facility. The Warrants are to be the per unit price (on a per Share equivalent basis as agreed upon issued by the Majority Holders and the Company, in each case, acting reasonably) Company under a warrant agreement to be dated as of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) Closing Date (the foregoing clause is "Warrant Agreement") for the benefit of the holders of the certificates evidencing the Warrants. The shares of Common Stock issuable upon exercise of the Warrants are herein referred to as the “Down-Round Price Reset”)"Warrant Shares". The Down-Round Price Reset shall not Notes, Warrants, Warrant Shares and Units are collectively referred to herein as the "Securities." This Agreement, the Indenture, the Collateral Agreements, the Registration Rights Agreement and the Warrant Agreement may sometimes hereinafter be required for any Down-Round involving (x) referred to as the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date "Transaction Documents." The Units are being offered and sold to the extent set forth on Schedule 8.22 and in accordance with Initial Purchaser without being registered under the terms Securities Act of such securities; 1933, as amended (y) the issuance of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date"Act"), in each case to the extent set forth reliance on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case with respect to the foregoing clauses (x), (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advancecertain exemptions therefrom. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such The issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being Securities is duly authorized and, when issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and delivered in accordance with the terms of the Transaction Documents, the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The Company has reserved from its duly authorized capital stock not less than a number of shares of authorized but unissued Common Stock equal to the sum of (A) the greater of (i) one hundred and fifty percent (150%) of a fraction, the numerator of which shall be the then outstanding Principal Amount (as defined in the Convertible Notes) of the Initial Purchased Notes and all Other Notes (as defined in the Convertible Notes) plus an amount equal to all interest accruable on such securities; outstanding Principal Amount through the Maturity Date (as defined in the Convertible Notes), and the denominator of which shall be the Daily VWAP for the VWAP Trading Day (as such terms are defined in the Convertible Notes) immediately prior to such applicable determination date and (ii) the sum of (x) one hundred percent (100%) of a fraction, the numerator of which shall be the then outstanding Principal Amount of the Initial Purchased Notes, and the denominator of which shall be the Conversion Price (as defined in the Convertible Notes) and (y) for each Subsequent Closing that occurs after the issuance Initial Closing, one hundred percent (100%) of any Equity Interests pursuant to obligations in effect or contemplated as a fraction, the numerator of which shall be the then outstanding Principal Amount of the Restatement Closing DateSubsequently Purchased Notes issued at its respective Subsequent Closing, in each case and the denominator of which shall be the Conversion Price with respect to the extent set forth on Schedule 8.22 Subsequently Purchased Notes issued at its respective Subsequent Closing Date and (B) one hundred percent (100%) of the maximum number of shares of Common Stock as shall be necessary to satisfy the Company’s obligations to issue shares of Common Stock under the Warrants, which shall be reserved for issuance upon the exercise of the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) (the “Required Reserve Amount”). Upon issuance or conversion in accordance with the terms of such Equity Interests; Convertible Notes and (z) Equity Interests issued to employeesWarrants, consultantsthe Underlying Shares when issued, directorswill be validly issued, advisors fully paid and nonassessable and free from all preemptive or other third parties, in exchange for the provision of goods similar rights or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issuance thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there is no Event of Default at Subsequently Purchased Securities on such applicable Subsequent Closing Date will be exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such Upon issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments payment therefor in accordance with the Notes terms and Warrants conditions of this Agreement, the Purchase Shares shall be validly issued, fully paid and nonassessable and free from all taxes, Liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. All currently authorized but unissued shares of Common Stock shall be reserved for issuance as Primary Shares, Primary Settlement Purchase Shares, Purchase Shares and Warrant Shares hereunder and under the terms of the Registration Rights Agreement and, (i) 2,926,000 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, share split or other similar transaction) shall automatically be duly authorized and initially reserved for issuance upon purchase under this Agreement as Primary Shares, (ii) 6,000,000 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, share split or other similar transaction) shall automatically be duly authorized and initially reserved for issuance upon purchase under this Agreement as Primary Settlement Purchase Shares, (iii) 40,000,000 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, share split or other similar transaction) shall automatically be duly authorized and initially reserved for issuance upon purchase under this Agreement as additional Purchase Shares (i.e., excluding the Primary Shares and Primary Settlement Purchase Shares), and (iv) 631,579 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, share split or other similar transaction) shall automatically be duly authorized and initially reserved for issuance as Warrant Shares (as defined below in Section 8.225(f)) (the foregoing clause is referred to as the “Down-Round Price Reset”)in accordance with this Agreement. The Down-Round Price Reset Warrant Shares shall not be required for any Down-Round involving (x) the exercisebe, conversion, exchange or redemption of any securities of any Credit Party existing as upon exercise of the Restatement Closing Date to the extent set forth on Schedule 8.22 and Warrant in accordance with the terms of such securities; (y) the issuance Warrant, validly issued, fully paid and nonassessable and free from all taxes, Liens, charges, restrictions, rights of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 first refusal and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case preemptive rights with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of Investor in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance Warrant and the Incremental Advances and Purchase Shares is exempt from registration under the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers)Securities Act. (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such The issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes are duly authorized and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (ycollectively “Liens”) the issuance of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case with respect to the foregoing clauses issuance thereof, other than transfer restrictions pursuant to applicable securities laws. As of the Closing, the Company shall have reserved from its duly authorized share capital not less than 200% of the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the initial Conversion Price (as defined in the Notes), (y) interest on the Notes shall accrue through the first anniversary of the Closing Date and will be converted in Common Shares at a conversion price equal to the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof and (z), only if ) any such issuance was approved or otherwise authorized by conversion shall not take into account any limitations on the board of directors conversion of the Company, there is no Event of Default at Notes set forth in the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”Notes). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the Upon issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur conversion in accordance with the terms of this Section 8.22. For the avoidance of doubtNotes, the Conversion Shares when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Shares. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company could be required to both complete a Down-Round Price Reset and of the Pre-Emptive Right OfferSecurities is exempt from registration under the 1933 Act.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such The issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each caseExisting Warrant Shares is duly authorized and, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; (y) the issuance of any Equity Interests pursuant to obligations in effect Existing Warrants and hereof, the Existing Warrant Shares shall be validly issued, fully paid and non-assessable and free from all preemptive or contemplated as of the Restatement Closing Datesimilar rights, in each case to the extent set forth on Schedule 8.22 taxes, liens and in accordance with the terms of such Equity Interests; charges and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case encumbrances with respect to the foregoing clauses issue thereof and the Existing Warrant Shares shall be fully paid and nonassessable with the holder thereof being entitled to all rights accorded to a holder of Common Stock. As of the Closing, a Registration Statement (x), (yas defined in the SPA) and (z), only if such issuance was approved or otherwise authorized registering the resale of the Existing Warrant Shares by the board of directors Holder shall be effective and available for use by the Holder, and the Existing Warrant Shares shall not bear any restrictive legend and shall be freely tradable without any restrictions or limitations under applicable securities laws, rules and regulations. The issuance of the Company, there August Warrants hereunder is no Event of Default at the time of each such duly authorized and upon issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22Agreement and the August Warrants shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. For As of the avoidance of doubtClosing, the Company could be required to both complete a Down-Round Price Reset shall have reserved from its duly authorized capital stock not less than the maximum number of shares of Common Stock issuable upon the exercise of the August Warrants issuable hereunder (without taking into account any limitations on the exercise of the August Warrants and the Pre-Emptive Right OfferExisting Warrants set forth therein). Upon exercise in accordance with the August Warrants, the August Warrant Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders thereof being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Holder in this Agreement, the offer and issuance by the Company of the August Warrants and the August Warrant Shares are exempt from registration under the 1933 Act.

Issuance of Securities. (a) Notwithstanding anything The issuance of the Notes and the Warrants are duly authorized and, upon issuance, shall be validly issued and free from all taxes, liens and charges with respect to the contrary herein issue thereof. As of the Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or in any other Operative Document, issue any Equity Interest, including, without limitation and for exceeds (the avoidance “Required Reserved Amount”) 130% of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher sum of (i) the lowest maximum number of Conversion Shares issued and issuable pursuant to the Notes based on the Conversion Price under (as defined in the Amended and Restated Notes, ) (without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up maximum number of Warrant Shares issued and issuable pursuant to the time Warrants, each as of such issuance the Trading Day (such an issuance is a “Down Round”as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) As of the Dilutive Interests being issued in such Down Round (in each casedate hereof, such prices remaining subject to further adjustments there are 6,604,691 shares of Common Stock authorized and unissued. Upon conversion of the Notes in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as exercise of the Restatement Closing Date to the extent set forth on Schedule 8.22 and Warrants in accordance with the terms of such securities; (y) Warrants, as the issuance of any Equity Interests pursuant to obligations in effect case may be, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or contemplated as of the Restatement Closing Datesimilar rights, in each case to the extent set forth on Schedule 8.22 taxes, liens and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case charges with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and (z)warranties set forth in Section 2 of this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. The issuance of the Notes and the Warrants is duly authorized and upon issuance in accordance with the terms of the Transaction Documents will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, or Encumbrances (aas defined below) Notwithstanding anything with respect to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for issuance thereof. As of the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Closing, the price of which (on a per Share equivalent basis) is Company shall have reserved from its duly authorized capital stock not less than 125% of the higher sum of (i) the lowest maximum number of Conversion Shares initially issuable upon conversion of the Notes (assuming for purposes hereof that the Notes are convertible at the initial Conversion Price under (as defined in the Amended Notes) and Restated without taking into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the highest Restatement Conversion Price determined for maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any Incremental Advances completed up to limitations on the time exercise of such issuance (such an issuance is a “Down Round”the Warrants set forth therein). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such Upon issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments or conversion in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and exercise in accordance with the terms of such securities; Warrants (y) as the issuance of any Equity Interests pursuant to obligations in effect case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 similar rights and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Encumbrances with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, 1933 Act. “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if Common Stock” means (i) there is no Event the Company’s shares of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; common stock, $0.01 par value per share, and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and capital stock into which such common stock shall have been changed or any share capital resulting from a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number reclassification of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers)common stock. (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to The issuance of the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders Preferred Shares and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes Warrants have been duly authorized and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be validly issued, fully paid, non-assessable and free from all preemptive rights, taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Initial Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 100% of the maximum number of shares of Common Stock issuable (yi) upon conversion of the issuance maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any Equity Interests pursuant to obligations limitations on the conversion of the Preferred Shares set forth in effect or contemplated the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the Restatement Closing Date, in each case to Trading Day immediately preceding the extent set forth on Schedule 8.22 and applicable date of determination. Upon issuance or conversion in accordance with the terms Certificate of such Equity Interests; Designations or the exercise of the Warrants and (z) Equity Interests issued to employeespayment of the exercise price under the Warrants thereunder, consultantsthe Conversion Shares and the Warrant Shares, directorsrespectively, advisors will be validly issued, fully paid and nonassessable and free from all preemptive or other third partiessimilar rights, in exchange for the provision of goods or services to any Credit Partytaxes, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case liens and charges with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and (z)warranties set forth in Section 2 of this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything The issuance of the Series C Warrants and amendments to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation Series A and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Series B Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and in accordance with the terms of such securities; (y) the issuance of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case with respect to the foregoing clauses (x), (y) and (z), only if such issuance was approved or otherwise are duly authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) ifand, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubtAgreement, the Series C Warrants and additional Series B Warrants shall be validly issued and free from all preemptive or similar rights (except for those which have been validly waived prior to the date hereof), taxes, liens and charges and other encumbrances with respect to the issue thereof. As of the Closing Date, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (i) the maximum number of Series C Warrant Shares issuable upon exercise of the Series C Warrants (without taking into account any limitations on the exercise of the Series C Warrants set forth therein) and (ii) the maximum number of shares (the “Series B Warrant Shares”) of Common Stock issuable upon exercise of the Series B Warrants (without taking into account any limitations on the exercise of the Series B Warrants set forth therein). Upon exercise of the Series C Warrants and Series B Warrants in accordance with the Series C Warrants and Series B Warrants, respectively, the Series C Warrant Shares and Series B Warrant Shares when issued will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 3.2 of this Agreement, the offer and issuance by the Company could be required to both complete a Down-Round Price Reset of the Series C Warrants and Series B Warrants is exempt from registration under the Pre-Emptive Right Offer1933 Act.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance The issuance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and the Warrants are duly authorized and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 150% of the sum of (yi) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that the Notes are convertible at the initial Conversion Price (as defined in the Notes) and without taking into account any limitations on the conversion of the Notes set forth in the Notes), (ii) the maximum number of Interest Shares issuable pursuant to the terms of the Notes from the Closing Date through the fifth anniversary of the Closing Date (determined as if issued on the Trading Day (as defined in the Notes) immediately preceding the Closing Date without taking into account any limitations on the issuance of any Equity Interests pursuant to obligations securities set forth in effect or contemplated as the Notes) and (iii) the maximum number of Warrant Shares issuable upon exercise of the Restatement Closing Date, in each case to Warrants (without taking into account any limitations on the extent exercise of the Warrants set forth on Schedule 8.22 and therein). Upon issuance or conversion in accordance with the terms of such Equity Interests; Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares, the Interest Shares and (z) Equity Interests issued to employeesthe Warrant Shares, consultantsrespectively, directorswhen issued, advisors will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens, charges and other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case encumbrances with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such The issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each caseSecurities is duly authorized and, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, Liens, charges and other encumbrances with respect to the issue thereof. As of each Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (yi) 250% of the maximum number of Conversion Shares issuable upon conversion of the Convertible Notes (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 250% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). The issuance of any Equity Interests pursuant to the Convertible Notes and Warrants is duly authorized, and upon the due execution, issuance and delivery, the Convertible Notes and Warrants will be valid and binding obligations in effect or contemplated as of the Restatement Closing DateCompany enforceable against the Company in accordance with their terms. The issuance of the Conversion Shares is duly authorized, and upon issuance in each case accordance with the Convertible Notes, the Conversion Shares will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, Liens, charges and other encumbrances with respect to the extent set forth on Schedule 8.22 issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. The issuance of the Warrant Shares is duly authorized, and upon issuance in accordance with the Warrants, the Warrant Shares will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, Liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act. Upon issuance in accordance with the terms of such Equity Interests; the Transaction Documents, Buyers will have good and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, marketable title to the extent not otherwise prohibited by the Operative Documents, in each case with respect to the foregoing clauses (x), (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental AdvanceSecurities. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything to The issuance of the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Common Shares, the price of which (on a per Share equivalent basis) is less than Preferred Shares and the higher of (i) the lowest Conversion Price under the Amended and Restated NotesWarrants are duly authorized and, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such upon issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and payment in accordance with the terms of such securities; the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (ycollectively “Liens”) with respect to the issuance of any Equity Interests pursuant to obligations in effect or contemplated as thereof. As of the Restatement Closing DateClosing, in each case to the extent Company shall have reserved from its duly authorized capital stock not less than 200% of the maximum number of shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants (without taking into account any limitations on the conversion of the Preferred Shares set forth on Schedule 8.22 in the Certificate of Designation and the exercise of the Warrants set forth in the Warrants). Upon exercise in accordance with the terms of such Equity Interests; Warrants, the Warrant Shares, when issued, will be validly issued, fully paid and (z) Equity Interests issued to employees, consultants, directors, advisors nonassessable and free from all preemptive or other third parties, in exchange for the provision of goods similar rights or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case Liens with respect to the foregoing clauses (x)issue thereof, (y) and (z), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests holders being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered entitled to all other purchasers thereof (provided that the issuance rights accorded to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion holder of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive IssuanceCommon Stock. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur Upon conversion in accordance with the terms of this Section 8.22. For the avoidance of doubtPreferred Shares, the shares of Common Stock issuable upon conversion of the Preferred Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company could be required to both complete a Down-Round Price Reset and of the Pre-Emptive Right OfferSecurities is exempt from registration under the 1933 Act.

Issuance of Securities. (a) Notwithstanding anything to The issuance of the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”)Common Stock, the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders Convertible Notes and the CompanyWarrants are duly authorized and, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof. As of the First Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (yi) the shares of Common Stock sold at the First Closing, (ii) 200% of the maximum number of Conversion Shares issuable upon conversion of the Convertible Notes (assuming for purposes hereof that the Convertible Notes are convertible at the Conversion Price (as defined in the Buyer Schedule and without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (iii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). The issuance of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing DateConversion Shares is duly authorized, in each case to the extent set forth on Schedule 8.22 and upon conversion in accordance with the terms of such Equity Interests; Convertible Notes, the Conversion Shares, when issued, will be validly issued, fully paid and (z) Equity Interests issued to employeesnon-assessable and free from all preemptive or similar rights, consultantstaxes, directorsliens, advisors or charges and other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case encumbrances with respect to the foregoing clauses (x)issue thereof, (y) and (z), only if such with the holders being entitled to all rights accorded to a holder of Common Stock. The issuance was approved or otherwise authorized by the board of directors of the Company, there Warrant Shares is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offeredduly authorized, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur exercise in accordance with the terms of this Section 8.22. For the avoidance of doubtWarrants, the Warrant Shares, when issued, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyer in this Agreement, the offer and issuance by the Company could be required of the Securities is exempt from registration under the 1933 Act. Buyer will have good and marketable title to both complete a Down-Round Price Reset and the Pre-Emptive Right OfferSecurities.

Issuance of Securities. (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance The issuance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and the Warrants are duly authorized and this Section 8.22) (the foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; the Transaction Documents shall be validly issued, and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (yi) 130% of the maximum number of Conversion Shares initially issuable upon conversion of the Notes (assuming for purposes hereof that the Notes are convertible at the initial Conversion Price (as defined in the Notes) and without taking into account any limitations on the conversion of the Notes set forth in the Notes), (ii) 130% of the maximum number of Interest Shares initially issuable pursuant to the terms of the Notes from the Closing Date through the second anniversary of the Closing Date (determined as if issued on the Trading Day (as defined in the Notes) immediately preceding the Closing Date without taking into account any limitations on the issuance of any Equity Interests pursuant to obligations securities set forth in effect or contemplated as the Notes) and (iii) the maximum number of Warrant Shares initially issuable upon exercise of the Restatement Closing Date, in each case to Warrants (without taking into account any limitations on the extent exercise of the Warrants set forth on Schedule 8.22 and therein). Upon issuance or conversion in accordance with the terms of such Equity Interests; Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares, the Interest Shares and (z) Equity Interests issued to employeesthe Warrant Shares, consultantsrespectively, directorswhen issued, advisors will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens, charges and other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case encumbrances with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and (z)warranties of the Buyers in this Agreement, only if such the offer and issuance was approved or otherwise authorized by the board of directors Company of the Company, there Securities is no Event of Default at exempt from registration under the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance1933 Act. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.

Issuance of Securities. (a) Notwithstanding anything The outstanding shares of Common Stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; the Securities to be issued and sold by the contrary Company have been duly authorized and when issued and paid for as contemplated herein will be, validly issued, fully paid and non-assessable; and no preemptive rights of stockholders exist with respect to any of the Securities or in any other Operative Documentthe issue and sale thereof. As of the applicable Closing, issue any Equity Interest, including, without limitation a number of shares of Common Stock shall have been duly authorized and reserved for the avoidance of doubt, any security evidencing Indebtedness issuance which is convertible equals or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of exceeds (i) 130% of the lowest Conversion Price under aggregate of the Amended maximum number of shares of Common Stock issuable as of the Closing Date upon conversion and Restated Notes, redemption of the Notes and (ii) the highest Restatement Conversion Price determined maximum number of shares of Common Stock issuable as of the Closing Date upon exercise of the Warrants. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights, other than those which have been waived or satisfied, for any Incremental Advances completed up or relating to the time registration of such issuance (such an issuance is a “Down Round”)any shares of Common Stock. Notwithstanding the foregoing restrictionUpon conversion, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments redemption or exercise in accordance with the Notes and Warrants and this Section 8.22) (or the foregoing clause is referred to Warrants, as the “Down-Round Price Reset”). The Down-Round Price Reset shall not case may be, the Conversion Shares and the Warrant Shares, respectively, will be required for any Down-Round involving (x) the exercisevalidly issued, conversionfully paid and nonassessable and free from all preemptive or similar rights, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 taxes, liens and in accordance with the terms of such securities; (y) the issuance of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, in each case to the extent set forth on Schedule 8.22 and in accordance with the terms of such Equity Interests; and (z) Equity Interests issued to employees, consultants, directors, advisors or other third parties, in exchange for the provision of goods or services to any Credit Party, or as part of their compensation, to the extent not otherwise prohibited by the Operative Documents, in each case charges with respect to the foregoing clauses (x)issue thereof, (y) with the holders being entitled to all rights accorded to a holder of Common Stock. Except as set forth in the Registration Statement and (z)the Prospectus, only if such issuance was approved there are no securities or otherwise authorized instruments issued by the board of directors Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Company, there is no Event of Default at Securities. Assuming the time accuracy of each such issuance of the representations and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated warranties set forth in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance 2 of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuanceAgreement, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such offer and issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at by the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the aggregate amount Company of the Tranche 4 Advance and Warrant Securities is exempt from registration under the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers)1933 Act. (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the terms of this Section 8.22. For the avoidance of doubt, the Company could be required to both complete a Down-Round Price Reset and the Pre-Emptive Right Offer.