Common use of No Conflicts; Consents and Approvals Clause in Contracts

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assets. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Promissory Note, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assets. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteSecurities, will not: (i) constitute a violation of or conflict with the Certificate of Incorporation, Bylaws or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsCompany; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party Company is a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany’s Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective articles its Certificate of incorporation (including any certificates of designationIncorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization Bylaws or similar other organizational or governing or organizational documents, as applicable, documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Contract to which any Credit Party the Company is a party or by which any property or assets Assets of any Credit Party the Company are bound or affected. No business The businesses of any Credit Party is the Company are not being conducted, and shall not be conductedconducted so long as Buyer owns any of the Securities, in violation of any law, rule, ordinance or other regulationLaw. Except as specifically contemplated by this Agreement, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All consents and approvals Except as disclosed in Schedule 6.5, all Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with any provision of the Company’s or any Credit Parties’ respective Operating Sub’s certificate or articles of incorporation (including any certificates of designationincorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization bylaws or similar governing other organizational or organizational charter documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, or gives give to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be boundMaterial Contract; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) assuming the accuracy of the representations and warranties of the Buyers set forth in Article V above, constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany’s Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective its articles of incorporation (including any certificates of designationincorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization bylaws or similar other organizational or governing or organizational documents, as applicable, documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulationMaterial Contract. Except as specifically contemplated by this Agreement, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Shares in accordance with the terms hereof. All consents and approvals Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteSecurities, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles Organizational Documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsthe Company; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party Company is a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany’s Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, its Organizational Documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Contract to which any Credit Party the Company is a party or by which any property or assets Assets of any Credit Party the Company are bound or affected. No business The businesses of any Credit Party is the Company are not being conducted, and shall not be conductedconducted so long as Buyer owns any of the Securities, in violation of any law, rule, ordinance or other regulationLaw. Except as specifically contemplated by this Agreement, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All consents and approvals Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteSecurities, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles Organizational Documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsthe Company; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party Company is a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany’s Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, its Organizational Documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Material Contract to which any Credit Party the Company is a party or by which any property or assets Assets of any Credit Party the Company are bound or affectedaffected except obligations for accounts payable, other than for money borrowed, incurred in the Company’s Ordinary Course of Business. No business The businesses of any Credit Party is the Company are not being conducted, and shall not be conductedconducted so long as Buyer owns any of the Securities, in violation of any law, rule, ordinance or other regulationLaw. Except as specifically contemplated by this Agreement, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All consents and approvals Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteSecurities, will not: (i) constitute a violation of or conflict with the any Organizational Documents of the Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party is a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assetsAssets. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, Organizational Documents and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Contract to which any Credit Party is a party or by which any property or assets Assets of any the Credit Party Parties are bound or affected. No business The businesses of any the Credit Party is Parties are not being conducted, and shall not be conductedconducted so long as Buyer owns any of the Securities, in violation of any law, rule, ordinance or other regulationLaw. Except as specifically contemplated by this Agreement, the no Credit Parties are not Party is required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All consents and approvals Consents which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. The Credit Parties are not aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteSecurities, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles Organizational Documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsthe Company; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party Company is a party or by which any of its or their assets Assets or properties may be bound, other than the Amended and Restated Credit Agreement dated February 15, 2017, as amended, and the Underwriting Agreement dated June 28, 2017; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany’s Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, its Organizational Documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Contract to which any Credit Party the Company is a party or by which any property or assets Assets of any Credit Party the Company are bound or affected. No business The businesses of any Credit Party is the Company are not being conducted, and shall not be conductedconducted so long as Purchasers own any of the Securities, in violation of any law, rule, ordinance or other regulationLaw. Except as specifically contemplated by this Agreement, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All consents and approvals Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving NoteFacility Fee Shares, will not: (i) constitute a violation of or conflict with the Articles of Incorporation, Bylaws or any other organizational or governing documents of the Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities lawslaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its their respective assets. The No Credit Parties are not Party is in violation of any Credit Parties’ respective articles its Articles of incorporation (including any certificates of designationIncorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization Bylaws or similar other organizational or governing or organizational documents, as applicable, and the no Credit Parties are not Party is in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the no Credit Parties have not Party has taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the no Credit Parties are not Party is required to obtain any consent or approval of, from, or with any Governmental Authoritygovernmental authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof, or to issue the Facility Fee Shares in accordance with the terms hereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Closing Date.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteShares, will not: (i) constitute a violation of or conflict with any provision of the Company’s or any Credit Parties’ respective Subsidiary’s certificate or articles of incorporation (including any certificates of designationincorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization bylaws or similar governing other organizational or organizational charter documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party Company is a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany’s Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective its articles of incorporation (including any certificates of designationincorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization bylaws or similar other organizational or governing or organizational documents, as applicable, documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Contract to which any Credit Party the Company is a party or by which any property or assets Assets of any Credit Party the Company are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Shares in accordance with the terms hereof. All consents and approvals Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteSecurities, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles Organizational Documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsthe Company; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party Company is a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany's Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, its Organizational Documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Contract to which any Credit Party the Company is a party or by which any property or assets Assets of any Credit Party the Company are bound or affected. No business The businesses of any Credit Party is the Company are not being conducted, and shall not be conductedconducted so long as Buyer owns any of the Securities, in violation of any law, rule, ordinance or other regulationLaw. Except as specifically contemplated by this Agreement, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All consents and approvals Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving NoteFacility Fee Shares, will not: (i) constitute a violation of or conflict with the Certificate of Incorporation, Bylaws, or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsBorrower; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party Borrower is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities lawslaws and the rules and regulations of the Principal Trading Market); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Borrower or any of its assets. The Credit Parties are Borrower is not in violation of any Credit Parties’ respective articles its Certificate of incorporation (including any certificates of designationIncorporation, is applicable)Bylaws, bylaws, operating agreement, partnership agreement, certificate of organization or similar other organizational or governing or organizational documents, as applicable, and the Credit Parties are Borrower is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party Borrower in default or breach) under, and the Credit Parties have Borrower has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party Borrower is a party or by which any property or assets of any Credit Party Borrower are bound or affected. No business of any Credit Party Borrower is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are Borrower is not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof, or to issue the Facility Fee Shares in accordance with the terms hereof. All consents and approvals which any Credit Party Borrower is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteSecurities, will not: (i) constitute a violation of or conflict with the Certificate of Incorporation, Bylaws or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsCompany; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party Company is a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany’s Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective articles its Certificate of incorporation (including any certificates of designationIncorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization Bylaws or similar other organizational or governing or organizational documents, as applicable, documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Contract to which any Credit Party the Company is a party or by which any property or assets Assets of any Credit Party the Company are bound or affected. No business The businesses of any Credit Party is the Company are not being conducted, and shall not be conductedconducted so long as Buyer owns any of the Securities, in violation of any law, rule, ordinance or other regulationLaw. Except as specifically contemplated by this Agreement, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All consents and approvals Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteSecurities, will not: (i) constitute a violation of or conflict with the Certificate of Incorporation, Bylaws, the Series F Certificate of Designation or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsthe Company; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party the Company is a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws and the rules and regulations of the principal Trading Market on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party the Company or any of its assetsthe Company’s Assets; except, in the case of clauses (ii)–(v), for such violations, defaults, breaches, conflicts, losses, modifications or impositions that have not had and would not reasonably be expected to have a Material Adverse Effect. The Credit Parties are Company is not in violation of any Credit Parties’ respective articles its Certificate of incorporation (including any certificates of designationIncorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization Bylaws or similar other organizational or governing or organizational documents, as applicable, documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement material Contract to which any Credit Party the Company is a party or by which any property or assets Assets of any Credit Party the Company are bound or affected. No business The businesses of any Credit Party is the Company are not, to the Company’s knowledge, being conducted, and shall not be conductedconducted so long as Buyer owns any of the Common Shares or Warrants, in violation of any lawLaw, rule, ordinance except as would not have or other regulationwould not reasonably be expected to have a Material Adverse Effect. Except with respect to the SEC and the principal Trading Market and as specifically contemplated by this AgreementAgreement or as would not have and would not reasonably be expected to have a Material Adverse Effect, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All consents and approvals Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof or will be obtained or effected on or prior to Closing or as otherwise required under the rules and regulations of the applicable Governmental Authority.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving NoteAdvisory Fee Shares, will not: (i) constitute a violation of or conflict with the Certificate of Incorporation, Bylaws, or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsBorrower; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party Borrower is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities lawslaws and the rules and regulations of any Principal Trading Market); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Borrower or any of its their respective assets. The Credit Parties are not No Borrower is in violation of any Credit Parties’ respective articles its Certificate of incorporation (including any certificates of designationIncorporation, is applicable)Bylaws, bylaws, operating agreement, partnership agreement, certificate of organization or similar other organizational or governing or organizational documents, as applicable, and the Credit Parties are not no Borrower is in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party Borrower in default or breach) under, and the Credit Parties have not no Borrower has taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party Borrower is a party or by which any property or assets of any Credit Party Borrower are bound or affected. No business of any Credit Party Borrower is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not no Borrower is required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof, or to issue the Advisory Fee Shares in accordance with the terms hereof. All consents and approvals which any Credit Party Borrower is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance issuance, sale and delivery of any of the Revolving NoteSecurities and the Conversion Shares, and compliance by the Company with any provisions of the Transaction Documents will not: (i) constitute or result in a violation of or conflict with the Articles of Incorporation, Bylaws, or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including Company or any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsSubsidiary; (ii) constitute or result in a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract Contract, indenture or agreement instrument to which Company or any Credit Party Subsidiary is a party or by which it may be bound, or to which the Company or any Subsidiary or any of its or their assets Assets or properties may be boundbound (other than immaterial contracts relating to back office operations, systems and facilities or similar matters); (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) assuming that, in connection with the transactions contemplated hereby, the parties hereto timely make all of the filings required by applicable state securities Laws and under the applicable rules and regulations of the Trading Market constitute a violation of, or conflict with, any lawLaw, rule, ordinance regulation, order, judgment or other regulation decree (including foreign and United States federal and state securities lawsLaws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, the Company or any Credit Party Subsidiary or any of its assetsthe their Assets or properties; except, in the case of clause (v), for such violations, defaults, breaches, conflicts, losses, modifications or impositions that have not had and would not reasonably be expected to have a Material Adverse Effect. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, Company is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement material Contract to which any Credit Party the Company is a party or by which any property or assets Assets of any Credit Party the Company are bound or affected. No business of any Credit Party is being conducted, Except with respect to the SEC and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except the Trading Market and as specifically contemplated by this AgreementAgreement or the Transaction Documents, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, and no expiration or termination of any statutory waiting period is necessary, in order for it the Company to execute, deliver or perform any of its obligations under this Agreement or and the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue, sell and deliver the Securities and the Conversion Shares in accordance with the terms hereof and thereof. All consents and approvals Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective DateDate or will be obtained or effected on or prior to Closing or as otherwise required under the rules and regulations of the applicable Governmental Authority.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteUnits, will not: (i) constitute a violation of or conflict with any provision of the Company’s or any Credit Parties’ respective Subsidiary’s certificate or articles of incorporation (including any certificates of designationincorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization bylaws or similar governing other organizational or organizational charter documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party Company is a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany’s Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective its articles of incorporation (including any certificates of designationincorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization bylaws or similar other organizational or governing or organizational documents, as applicable, documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Contract to which any Credit Party the Company is a party or by which any property or assets Assets of any Credit Party the Company are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Units in accordance with the terms hereof. All consents and approvals Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The No notices to, filings with, or authorizations, consents or approvals of any Governmental Entity or other Person is necessary for the execution, delivery and or performance of this Agreement and Agreement, the Loan Documents, and other Transaction Documents or the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby, including except for (a) compliance with and filings under the issuance HSR Act, (b) the filing of the Revolving NoteCertificate of Merger, (c) the Licensee Consents and (d) those set forth on Schedule 4.3 of the Parent Disclosure Letter. Neither the execution, delivery and performance of this Agreement, the other Transaction Documents or the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby will not: (i) constitute a violation of or conflict with the or result in any Credit Parties’ respective articles breach of incorporation (including any certificates provision of designationParent’s or Merger Sub’s Organizational Documents, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute result in a violation ofor breach of or loss of any benefit under, or DOC ID - 32901658.22 54 cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives give rise to any other Person any rights right of termination, amendmentcancellation or acceleration) under any of the terms, acceleration conditions or cancellation of, any provision provisions of any contract note, bond, mortgage, indenture, lease, license, contract, agreement or agreement other instrument or obligation to which any Credit Party Parent or Merger Sub is or will be a party or by which any of its them or any of their respective properties or assets or properties may be bound; , or (iii) constitute a violation ofsubject to the receipt of filings and other matters referred to on Schedule 4.3 of the Parent Disclosure Letter, or a default or breach under (either immediatelyviolate any Law applicable to Parent, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decreeMerger Sub, or any other judgment of any nature whatsoever; (iv) constitute a violation of, Parent’s or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Merger Sub’s Subsidiaries or any of its their respective material properties or assets. The Credit Parties are not , except in violation the case of any Credit Parties’ respective articles of incorporation clauses (including any certificates of designation, is applicableii) and (iii), bylawsfor violations which would not prevent or materially delay the consummation of the transactions contemplated hereby. Parent is not prohibited or restricted, operating agreementdirectly or indirectly, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and from paying the Credit Parties are not Termination Fee in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party is required to obtain pursuant cash to the immediately preceding sentence have been obtained or effected on or prior to the Effective DateCompany.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteUnits, will not: (i) constitute a violation of or conflict with any provision of the Company’s or any Credit Parties’ respective Subsidiary’s certificate or articles of incorporation (including any certificates of designationincorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization bylaws or similar governing other organizational or organizational charter documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, or gives give to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be boundMaterial Contract; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) assuming the accuracy of the representations and warranties of the Buyers set forth in Article V above, constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany’s Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, its certificate of organization incorporation, bylaws or similar other organizational or governing or organizational documents, as applicable, documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulationMaterial Contract. Except as specifically contemplated by this Agreement, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Units in accordance with the terms hereof. All consents and approvals Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteUnits, will not: (i) constitute a violation of or conflict with any provision of the Company’s or any Credit Parties’ respective Subsidiary’s certificate or articles of incorporation (including any certificates of designationincorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization bylaws or similar governing other organizational or organizational charter documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, or gives give to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be boundMaterial Contract; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) assuming the accuracy of the representations and warranties of the Buyers set forth in Article V above, constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany’s Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective its articles of incorporation (including any certificates of designationincorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization bylaws or similar other organizational or governing or organizational documents, as applicable, documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulationMaterial Contract. Except as specifically contemplated by this Agreement, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Units in accordance with the terms hereof. All consents and approvals Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving NoteFacility Fee Shares, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsBorrower; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any material contract or agreement to which any Credit Party Borrower is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities lawslaws and the rules and regulations of the Principal Trading Market); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Borrower or any of its assetstheir respective assets that would have a Material Adverse Effect. The Credit Parties are not No Borrower is in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization its organizational or similar governing or organizational documents, as applicable, and the Credit Parties are not to Borrowers’ knowledge, no Borrower is in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party Borrower in default or breach) under, and the Credit Parties have not no Borrower has taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party Borrower is a party or by which any property or assets of any Credit Party Borrower are bound or affected. No business of any Credit Party Borrower is being conducted, and shall not be conducted, in violation of any material law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not no Borrower is required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof, or to issue the Facility Fee Shares in accordance with the terms hereof. All consents and approvals which any Credit Party Borrower is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteStock, will not: (i) constitute a violation of or conflict with any provision of the Company’s or any Credit Parties’ respective of the Company’s subsidiary’s certificate or articles of incorporation (including any certificates of designationincorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization bylaws or similar governing other organizational or organizational charter documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, or gives give to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be boundMaterial Contract; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) assuming the accuracy of the representations and warranties of the Buyers set forth in ARTICLE V above, constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany’s Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective its articles of incorporation (including any certificates of designationincorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization bylaws or similar other organizational or governing or organizational documents, as applicable, documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulationMaterial Contract. Except as specifically contemplated by this Agreement, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All consents and approvals Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteSecurities, will not: (i) constitute a violation of or conflict with the Certificate of Incorporation, Bylaws or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsthe Company; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party Company is a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, Judgment; or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) , except to the extent any such violations would not result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assetsa Material Adverse Effect. The Credit Parties are Company is not in violation of any Credit Parties’ respective articles its Certificate of incorporation (including any certificates of designationIncorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization Bylaws or similar other organizational or governing or organizational documents, as applicable, documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Material Contract to which any Credit Party the Company is a party or by which any material property or assets Assets of any Credit Party the Company are bound or affected. No business To the best of any Credit Party is the Company’s knowledge, the businesses of the Company are not being conducted, and shall not be conductedconducted so long as Buyer owns any of the Securities, in violation of any lawLaw, rule, ordinance or other regulationexcept to the extent any such violations would not result in a Material Adverse Effect. Except as specifically contemplated by this Agreement, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof, except for the filing of Form D with the SEC or any applicable state blue sky filings. All consents and approvals Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving NoteAdvisory Fee Shares and any Advisory Fee Conversion Shares, will not: (i) constitute a violation of or conflict with the Certificate or Articles of Incorporation, Bylaws, or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsBorrower; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party Borrower is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities lawslaws and the rules and regulations of any Principal Trading Market); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Borrower or any of its their respective assets. The Credit Parties are not No Borrower is in violation of any Credit Parties’ respective articles its Certificate or Articles of incorporation (including any certificates of designationIncorporation, is applicable)Bylaws, bylaws, operating agreement, partnership agreement, certificate of organization or similar other organizational or governing or organizational documents, as applicable, and the Credit Parties are not no Borrower is in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party Borrower in default or breach) under, and the Credit Parties have not no Borrower has taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party Borrower is a party or by which any property or assets of any Credit Party Borrower are bound or affected. No business of any Credit Party Borrower is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not no Borrower is required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof, or to issue the Advisory Fee Shares in accordance with the terms hereof. All consents and approvals which any Credit Party Borrower is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles of incorporation (including any certificates of designation, is if applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assets. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is if applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof, other than: (i) the filings on a current report on Form 8-K disclosing the transaction contemplated by this Agreement and the Loan Documents, (ii) the notice and/or application(s) to each applicable Principal Trading Market for the issuance and sale of the Revolving Notes and the listing of the Conversion Shares for trading thereon in the time and manner required thereby, (iv) the filing of Form D with the SEC and such filings as are required to be made under applicable state securities laws and (v) Shareholder Approval, if required by the listing rules of the Principal Trading Market (collectively, the “Required Approvals”). All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving NoteFacility Fee Shares, will not: (i) constitute a violation of or conflict with the Articles of Incorporation, Certificate of Organization, Bylaws, Operating Agreement or any other organizational or governing documents of the Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities lawslaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its their respective assets. The No Credit Parties are not Party is in violation of any Credit Parties’ respective articles its Articles of incorporation (including any certificates Incorporation, Certificate of designationOrganization, is applicable)Bylaws, bylaws, operating agreement, partnership agreement, certificate of organization Operating Agreement or similar other organizational or governing or organizational documents, as applicable, and the no Credit Parties are not Party is in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the no Credit Parties have not Party has taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the no Credit Parties are not Party is required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof, or to issue the Facility Fee Shares in accordance with the terms hereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.date hereof. 26 7.6

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving NoteFacility Fee Shares, will not: (i) constitute a violation of or conflict with the Articles of Incorporation, Bylaws or any other organizational or governing documents of the Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities lawslaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its their respective assets. The No Credit Parties are not Party is in violation of any Credit Parties’ respective articles its Articles of incorporation (including any certificates of designationIncorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization Bylaws or similar other organizational or governing or organizational documents, as applicable, and the no Credit Parties are not Party is in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the no Credit Parties have not Party has taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the no Credit Parties are not Party is required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof, or to issue the Facility Fee Shares in accordance with the terms hereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving NoteFacility Fee Shares, will not: (i) constitute a violation of or conflict with the Articles of Incorporation, Bylaws, Articles of Organization, Operating Agreement or any other organizational or governing documents of the Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities lawslaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its their respective assets. The No Credit Parties are not Party is in violation of any Credit Parties’ respective articles its Articles of incorporation (including any certificates Incorporation, Bylaws, Articles of designationOrganization, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization Operating Agreement or similar other organizational or governing or organizational documents, as applicable, and the no Credit Parties are not Party is in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the no Credit Parties have not Party has taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the no Credit Parties are not Party is required to obtain any consent or approval of, from, or with any Governmental Authoritygovernmental authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof, or to issue the Facility Fee Shares in accordance with the terms hereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Closing Date.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving NoteAdvisory Fee Shares, will not: (i) constitute a violation of or conflict with the Certificate of Incorporation, Bylaws, or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsBorrower; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party Borrower is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws), except to the extent any such violation would not result in a Material Adverse Effect; or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Borrower or any of its their respective assets. The Credit Parties are not No Borrower is in violation of any Credit Parties’ respective articles its Certificate of incorporation (including any certificates of designationIncorporation, is applicable)Bylaws, bylaws, operating agreement, partnership agreement, certificate of organization or similar other organizational or governing or organizational documents, as applicable, and the Credit Parties are not no Borrower is in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party Borrower in default or breach) under, and the Credit Parties have not no Borrower has taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party Borrower is a party or by which any property or assets of any Credit Party Borrower are bound or affected. No business of any Credit Party Borrower is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation, provided that any such violative conduct shall not constitute a breach hereof if such conduct would not result in a Material Adverse Effect, and such conduct is corrected to become compliant with applicable law promptly after knowledge thereof is obtained by any Borrower. Except as specifically contemplated by this Agreement, the Credit Parties are not no Borrower is required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof, or to issue the Advisory Fee Shares in accordance with the terms hereof. All consents and approvals which any Credit Party Borrower is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving NoteFacility Fee Shares, will not: (i) constitute a violation of or conflict with the Certificate of Incorporation, Bylaws, or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsBorrower; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party Borrower is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities lawslaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Borrower or any of its their respective assets. The Credit Parties are not No Borrower is in violation of any Credit Parties’ respective articles its Certificate of incorporation (including any certificates of designationIncorporation, is applicable)Bylaws, bylaws, operating agreement, partnership agreement, certificate of organization or similar other organizational or governing or organizational documents, as applicable, and the Credit Parties are not no Borrower is in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party Borrower in default or breach) under, and the Credit Parties have not no Borrower has taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party Borrower is a party or by which any property or assets of any Credit Party Borrower are bound or affected. No business of any Credit Party Borrower is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not no Borrower is required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof, or to issue the Facility Fee Shares in accordance with the terms hereof. All consents and approvals which any Credit Party Borrower is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The Except as set forth on Schedule 4.5, the execution, delivery and performance by Seller of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance sale of the Revolving NoteShares, and compliance by Seller with any provisions of the Transaction Documents will not: (ia) constitute or result in a violation of or conflict with the Organizational Documents of the Companies or any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentstheir Subsidiaries; (iib) constitute or result in a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, or gives give to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement material Contract to which any Credit Party of the Companies or their Subsidiaries is a party or by which it may be bound, or to which any of its the Companies or their Subsidiaries or any of their assets or properties may be bound; (iiic) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (ivd) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws)Law; or (ve) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party of the Companies or their Subsidiaries or any of its assets. The Credit Parties are not their assets or properties; except, in violation the case of any Credit Parties’ respective articles of incorporation clauses (including any certificates of designation, is applicabled) and (e), bylawsfor such violations, operating agreementdefaults, partnership agreementbreaches, certificate conflicts, losses, modifications or impositions that have not had and would not reasonably be expected to have a Material Adverse Effect. None of organization the Companies or similar governing or organizational documents, as applicable, and the Credit Parties are not their Subsidiaries is in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party such Company or Subsidiary in default or breach) under, and the Credit Parties have such Company or Subsidiary has not taken any action or failed to take any action that would give to any other Person any rights right of termination, amendment, acceleration or cancellation of, any contract or agreement material Contract to which any Credit Party such Company or Subsidiary is a party or by which any property or assets asset of any Credit Party are such Company or Subsidiary is bound or affected, except as set forth on Schedule 4.5. No business of any Credit Party Seller is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, and no expiration or termination of any statutory waiting period is necessary, in order for it Seller to execute, deliver or perform any of its obligations under this Agreement or and the Loan Transaction Documents in accordance with the terms hereof or thereof or to sell the Shares in accordance with the terms hereof and thereof. All consents and approvals Consents which any Credit Party Seller is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate of this Agreement or will be obtained or effected on or prior to Closing or as otherwise required under the rules and regulations of the applicable Governmental Authority.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the GOLQ Charter, GOLQ Bylaws, or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsGOLQ; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party GOLQ is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities lawslaws and the rules and regulations of any Principal Trading Market); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party GOLQ or any of its their respective assets. The Credit Parties are GOLQ is not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designationthe GOLQ Charter, is applicable)GOLQ Bylaws, bylaws, operating agreement, partnership agreement, certificate of organization or similar other organizational or governing or organizational documents, as applicable, and the Credit Parties are GOLQ is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party GOLQ in default or breach) under, and the Credit Parties have GOLQ has not taken any action or failed to take any action that would give to any other Person person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party GOLQ is a party or by which any property or assets of any Credit Party GOLQ are bound or affected. No business of any Credit Party GOLQ is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are Symplefy is not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Personperson, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof hereof, or thereofto issue the Advisory Fee Shares in accordance with the terms hereof. All consents and approvals which any Credit Party GOLQ is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with any provision of the any Credit Parties’ respective Company’s certificate or articles of incorporation (including any certificates of designationincorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization bylaws or similar governing other organizational or organizational charter documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, or gives give to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be boundMaterial Contract; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) assuming the accuracy of the representations and warranties of the Buyer set forth in Article V above, constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States U.S. federal and state securities lawsLaws and the rules and regulations of the Principal Trading Market on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany’s Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, its certificate of organization incorporation, bylaws or similar other organizational or governing or organizational documents, as applicable, documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Material Contract, except to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall the extent as would not be conducted, in violation of any law, rule, ordinance or other regulationreasonably expected to have a material adverse effect. Except as specifically contemplated by this Agreement, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Common Shares and Preferred Stock in accordance with the terms hereof. All consents and approvals Except with respect to Nasdaq’s review of the Listing of Additional Shares application, all Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving NoteFacility Fee Shares, will not: (i) constitute a violation of or conflict with withthe Articlesof Incorporation, Certificate of Organization, Bylaws, Operating Agreementor any other organizational or governing documents of the any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute ii)constitute a violation of, ,or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to givesto any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to contractor agreementto which any Credit Party is Partyis a party or by which any of its or itsor their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute iv)constitute a violation of, or conflict with, ,any law, rule, ordinance or other regulation (including foreign and regulation(including United States federal and state securities lawslaws and the rules and regulations of any market orexchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or Partyor any of its their respective assets. The No Credit Parties are not in violation Partyisinviolation of any Credit Parties’ respective articles its Articlesof Incorporation, Certificate of incorporation (including any certificates of designationOrganization, is applicable)Bylaws, bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsOperating Agreementor other organizationalor governingdocuments, as applicable, and the no Credit Parties are not in Partyisin default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or Partyin defaultor breach) under, and the no Credit Parties have not Partyhas taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is Partyis a party or by which any property or assets of any Credit Party are bound Partyarebound or affected. No business of any Credit Party is being Partyisbeing conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the no Credit Parties are not required Partyisrequired to obtain any consent or approval ofconsentor approvalof, from, or with any Governmental Authority, or any other Person, ,in order for it to execute, deliver or perform any of its obligations under this Agreement or the Agreementorthe Loan Documents in accordance with the terms hereof or thereof,or to issue the Facility Fee Shares in accordance with the terms hereof. All consents and approvals which consentsand approvalswhich any Credit Party is Partyis required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteSecurities, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles Organizational Documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization the Company or similar governing or organizational documentsthe Guarantors; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party is Company or the Guarantors are a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or the Guarantors or any of its assetsCompany’s or the Guarantors’ Assets. The Credit Parties Company and the Guarantors are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, its Organizational Documents and the Credit Parties Company and the Guarantors are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company or the Guarantors in default or breach) under, and the Credit Parties Company and the Guarantors have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Contract to which any Credit Party is the Company or the Guarantors are a party or by which any property or assets Assets of any Credit Party the Company or the Guarantors are bound or affected, except for such defaults or breaches that would not have a Material Adverse Effect. No business The businesses of any Credit Party is the Company and the Guarantors are not being conducted, and shall not be conductedconducted so long as Buyer owns any of the Securities, in violation in all material respects of any lawLaw, rule, ordinance or other regulationexcept for such violations that would not have a Material Adverse Effect. Except as specifically contemplated by this Agreement, the Credit Parties Company and the Guarantors are not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All consents Consents which the Company and approvals which any Credit Party is the Guarantors are required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. The Company and the Guarantors are not aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the LGIQ Charter, LGIQ Bylaws, or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including LGIQ or any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsits subsidiaries; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party LGIQ is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities lawslaws and the rules and regulations of any Principal Trading Market); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party LGIQ or its subsidiaries or any of its their respective assets. The Credit Parties are LGIQ is not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designationthe LGIQ Charter, is applicable)LGIQ Bylaws, bylaws, operating agreement, partnership agreement, certificate of organization or similar other organizational or governing or organizational documents, as applicable, and the Credit Parties are LGIQ is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party LGIQ in default or breach) under, and the Credit Parties have LGIQ has not taken any action or failed to take any action that would give to any other Person person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party LGIQ is a party or by which any property or assets of any Credit Party LGIQ are bound or affected. No business of any Credit Party LGIQ is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are LGIQ is not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Personperson, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof hereof, or thereofto issue the Closing Shares in accordance with the terms hereof. All consents and approvals which any Credit Party LGIQ is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteSecurities, will not: (i) constitute a violation of or conflict with the Articles of Incorporation, Bylaws, or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsthe Company; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, or gives give to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party the Company is a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws and the rules and regulations of the principal Trading Market on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party the Company or any of its assetsthe Company's Assets; except, in the case of clauses (ii) - (v), for such violations, defaults, breaches, conflicts, losses, modifications or impositions that have not had and would not reasonably be expected to have a Material Adverse Effect. The Credit Parties are Company is not in violation of any Credit Parties’ respective articles its Articles of incorporation (including any certificates of designationIncorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization Bylaws or similar other organizational or governing or organizational documents, as applicable, documents and the Credit Parties are Company is not in default or breach (and to the Company's knowledge no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Material Contract to which any Credit Party the Company is a party or by which any property or assets Assets of any Credit Party the Company are bound or affected. No business The businesses of any Credit Party is the Company are not, to the Company's knowledge, being conducted, and shall not be conducted, conducted in violation of any lawLaw, rule, ordinance except as would not have or other regulationwould not reasonably be expected to have a Material Adverse Effect. Except with respect to the SEC and the principal Trading Market and as specifically contemplated by this AgreementAgreement or as would not have and would not reasonably be expected to have a Material Adverse Effect, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All consents and approvals Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof or will be obtained or effected on or prior to Closing or as otherwise required under the rules and regulations of the applicable Governmental Authority.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance issuance, sale and delivery of any of the Revolving NoteSecurities, and compliance by the Parent with any provisions of the Transaction Documents will not: (i) constitute or result in a violation of or conflict with the Second Articles of Amendment and Restatement of the Parent, as amended, the By-laws of the Parent, as amended, or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsthe Parent; (ii) constitute or result in a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract Contract, indenture or agreement instrument to which any Credit Party Parent is a party or by which it may be bound, or any of its or their assets Assets or properties may be boundbound (other than immaterial contracts relating to back office operations, systems and facilities or similar matters); (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) assuming that, in connection with the transactions contemplated hereby, the parties hereto timely make or cause the appropriate parties to make all of the filings required by applicable state securities Laws, constitute a violation of, or conflict with, any lawLaw, rule, ordinance regulation, order, judgment or other regulation decree (including foreign and United States federal and state securities lawsLaws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party the Parent or any of the its assetsAssets or properties; except, in the case of clause (v), for such violations, defaults, breaches, conflicts, losses, modifications or impositions that have not had and would not reasonably be expected to have a Material Adverse Effect. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, Parent is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Parent in default or breach) under, and the Credit Parties have Parent has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement material Contract to which any Credit Party the Parent is a party or by which any property or assets Assets of any Credit Party the Parent are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the any Credit Parties’ ' respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assets. The Credit Parties are not in violation of any Credit Parties’ ' respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteSecurities, will not: (i) constitute a violation of or conflict with the Certificate of Incorporation, Bylaws or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsCompany; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party Company is a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws and the rules and regulations of any Principal Trading Market); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany’s Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective articles its Certificate of incorporation (including any certificates of designationIncorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization Bylaws or similar other organizational or governing or organizational documents, as applicable, documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Contract to which any Credit Party the Company is a party or by which any property or assets Assets of any Credit Party the Company are bound or affected. No business The businesses of any Credit Party is the Company are not being conducted, and shall not be conductedconducted so long as Buyer owns any of the Securities, in violation of any law, rule, ordinance or other regulationLaw. Except as specifically contemplated by this Agreement, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All consents and approvals Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Promissory Note, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) to the knowledge of the Credit Parties, constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assets. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No To the knowledge of the Credit Parties, no business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulationregulation applicable to the business of the Credit Parties. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the Articles of Incorporation, Bylaws, Articles of Organization, Operating Agreement or any other organizational or governing documents of the Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities lawslaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its their respective assets. The No Credit Parties are not Party is in violation of any Credit Parties’ respective articles its Articles of incorporation (including any certificates Incorporation, Bylaws, Articles of designationOrganization, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization Operating Agreement or similar other organizational or governing or organizational documents, as applicable, and the no Credit Parties are not Party is in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the no Credit Parties have not Party has taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the no Credit Parties are not Party is required to obtain any consent or approval of, from, or with any Governmental Authoritygovernmental authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Closing Date.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the GOLQ Charter, GOLQ Bylaws, or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsGOLQ; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party GOLQ is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities lawslaws and the rules and regulations of any Principal Trading Market); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party GOLQ or any of its their respective assets. The Credit Parties are GOLQ is not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designationthe GOLQ Charter, is applicable)GOLQ Bylaws, bylaws, operating agreement, partnership agreement, certificate of organization or similar other organizational or governing or organizational documents, as applicable, and the Credit Parties are GOLQ is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party GOLQ in default or breach) under, and the Credit Parties have GOLQ has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party GOLQ is a party or by which any property or assets of any Credit Party GOLQ are bound or affected. No business of any Credit Party GOLQ is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are Nest Egg is not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof hereof, or thereofto issue the Advisory Fee Shares in accordance with the terms hereof. All consents and approvals which any Credit Party GOLQ is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Offering Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteNotes, will not: (i) constitute a violation of or conflict with any provision of the Company’s or any Credit Parties’ respective of the Company’s subsidiary’s certificate or articles of incorporation (including any certificates of designationincorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization bylaws or similar governing other organizational or organizational charter documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, or gives give to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be boundMaterial Contract; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) assuming the accuracy of the representations and warranties of the Buyers set forth in ARTICLE IV above, constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany’s Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective its articles of incorporation (including any certificates of designationincorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization bylaws or similar other organizational or governing or organizational documents, as applicable, documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulationMaterial Contract. Except as specifically contemplated by this Agreement, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Offering Documents in accordance with the terms hereof or thereof, or to issue and sell the Notes and the Conversion Stock in accordance with the terms hereof. All consents and approvals Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The Except as set forth on Schedule 7.5, the execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving NoteFacility Fee Shares, will not: (i) constitute a violation of or conflict with the Articles of Incorporation, Bylaws or any other organizational or governing documents of the Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Material Contract to which any Credit Party is a party or by which any of its or their material assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities lawslaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its their respective assets. The No Credit Parties are not Party is in violation of any Credit Parties’ respective articles its Articles of incorporation (including any certificates of designationIncorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization Bylaws or similar other organizational or governing or organizational documents, as applicable, and the no Credit Parties are not Party is in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the no Credit Parties have not Party has taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Material Contract to which any Credit Party is a party or by which any material property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the no Credit Parties are not Party is required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof, or to issue the Facility Fee Shares in accordance with the terms hereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteSecurities, will not: (i) constitute a violation of or conflict with the any Organizational Documents of the Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party is a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) to the knowledge of the Credit Parties constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws); or (v) to the knowledge of the Credit Parties result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assetsAssets. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, Organizational Documents and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Contract to which any Credit Party is a party or by which any property or assets Assets of any the Credit Party Parties are bound or affectedaffected to the knowledge of the Credit Parties. No business The businesses of any the Credit Party is Parties are not being conducted, and shall not be conductedconducted so long as Buyer owns any of the Securities, in violation of any law, rule, ordinance or other regulationLaw. Except as specifically contemplated by this Agreement, Agreement to the knowledge of the Credit Parties are not Parties, no Credit Party is required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All consents and approvals Consents which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. The Credit Parties are not aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) to the best knowledge of the Credit Parties, constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) to the best knowledge of the Credit Parties, constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assets. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No To the best knowledge of the Credit Parties, no business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, to the best knowledge of the Credit Parties, the Credit Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All To the best knowledge of the Credit Parties, all consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteShares, will not: (i) constitute a violation of or conflict with any provision of the Company's or any Credit Parties’ respective Subsidiary's certificate or articles of incorporation (including any certificates of designationincorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization bylaws or similar governing other organizational or organizational charter documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party Company is a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany’s Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective its articles of incorporation (including any certificates of designationincorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization bylaws or similar other organizational or governing or organizational documents, as applicable, documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Contract to which any Credit Party the Company is a party or by which any property or assets Assets of any Credit Party the Company are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Shares in accordance with the terms hereof. All consents and approvals Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the IGNG Charter, IGNG Bylaws, or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsIGNG; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party IGNG is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities lawslaws and the rules and regulations of any Principal Trading Market); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party IGNG or any of its their respective assets. The Credit Parties are IGNG is not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designationthe IGNG Charter, is applicable)IGNG Bylaws, bylaws, operating agreement, partnership agreement, certificate of organization or similar other organizational or governing or organizational documents, as applicable, and the Credit Parties are IGNG is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party IGNG in default or breach) under, and the Credit Parties have IGNG has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party IGNG is a party or by which any property or assets of any Credit Party IGNG are bound or affected. No business of any Credit Party IGNG is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are GBI is not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof hereof, or thereofto issue the Advisory Fee Shares in accordance with the terms hereof. All consents and approvals which any Credit Party IGNG is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving Note, Securities and the reservation for issuance of the Conversion Shares or Warrant Shares will not: (i) constitute a violation of or conflict with the Certificate of Incorporation, Bylaws or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsCompany; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party Company is a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) subject to the representations and warranties of the Buyer under Article V hereof being true and correct, constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawslaws and the rules and regulations of the Principal Trading Market or any other exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany's Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective articles its Certificate of incorporation (including any certificates of designationIncorporation, Bylaws or other organizational or governing documents and the Company, to its knowledge, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Contract to which any Credit Party the Company is a party or by which any property or assets Assets of any Credit Party the Company are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this AgreementAgreement and as required under the Securities Act and any applicable state securities laws, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof and to issue the Conversion Shares upon conversion of the Convertible Debentures and the Warrant Shares upon exercise of the Warrants. All consents and approvals Except as disclosed in Schedule 6.5, all Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan DocumentsAgreement, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving NoteRegistrable Shares, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles Organizational Documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsthe Company; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party Company is a party or by which any of its or their assets or properties may be bound, other than the Amended and Restated Credit Agreement dated February 15, 2017, as amended, and the Underwriting Agreement dated June 28, 2017; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its Company’s assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, its Organizational Documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Contract to which any Credit Party the Company is a party or by which any property or assets Assets of any Credit Party the Company are bound or affected. No business The businesses of any Credit Party is the Company are not being conducted, and shall not be conducted, conducted in violation of any law, rule, ordinance or other regulationLaw. Except as specifically contemplated by this Agreement, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof, or to issue the Registrable Shares in accordance with the terms hereof. All consents and approvals The Company is not aware of any facts or circumstances which might give rise to any Credit Party is required to obtain pursuant to of the immediately preceding sentence have been obtained or effected on or prior to the Effective Dateforegoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving NoteAdvisory Fee Shares, will not: (i) constitute a violation of or conflict with the Certificate of Incorporation, Bylaws, or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsBorrower; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party Borrower is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities lawslaws and the rules and regulations of the Principal Trading Market); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Borrower or any of its assets. The Credit Parties are Borrower is not in violation of any Credit Parties’ respective articles its Certificate of incorporation (including any certificates of designationIncorporation, is applicable)Bylaws, bylaws, operating agreement, partnership agreement, certificate of organization or similar other organizational or governing or organizational documents, as applicable, and the Credit Parties are Borrower is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party Borrower in default or breach) under, and the Credit Parties have Borrower has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party Borrower is a party or by which any property or assets of any Credit Party Borrower are bound or affected. No business of any Credit Party Borrower is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are Borrower is not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof, or to issue the Advisory Fee Shares in accordance with the terms hereof. All consents and approvals which any Credit Party Borrower is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the IGNG Charter, IGNG Bylaws, or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsIGNG; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party IGNG is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities lawslaws and the rules and regulations of any Principal Trading Market); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party IGNG or any of its their respective assets. The Credit Parties are IGNG is not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designationthe IGNG Charter, is applicable)IGNG Bylaws, bylaws, operating agreement, partnership agreement, certificate of organization or similar other organizational or governing or organizational documents, as applicable, and the Credit Parties are IGNG is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party IGNG in default or breach) under, and the Credit Parties have IGNG has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party IGNG is a party or by which any property or assets of any Credit Party IGNG are bound or affected. No business of any Credit Party IGNG is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are GBI is not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof hereof, or thereofto issue the Advisory Fee Shares in accordance with the terms hereof. All consents and approvals which any Credit Party IGNG is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.date hereof. SHARE EXCHANGE AGREEMENT

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving NoteWarrants, will not: (i) constitute a violation of or conflict with the Certificate of Incorporation, Bylaws, Articles of Organization, Operating Agreement or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsBorrower; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party Borrower is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities lawslaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Borrower or any of its their respective assets. The Credit Parties are not No Borrower is in violation of any Credit Parties’ respective articles its Certificate of incorporation (including any certificates Incorporation, Bylaws, Articles of designationOrganization, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization Operating Agreement or similar other organizational or governing or organizational documents, as applicable, and the Credit Parties are not no Borrower is in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party Borrower in default or breach) under, and the Credit Parties have not no Borrower has taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party Borrower is a party or by which any property or assets of any Credit Party Borrower are bound or affected. No business of any Credit Party Borrower is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not no Borrower is required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof, or to issue the Warrants in accordance with the terms hereof. All consents and approvals which any Credit Party Borrower is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the MOXC Charter, MOXC Bylaws, or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsMOXC; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, or gives give to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party MOXC is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities lawslaws and the rules and regulations of any Principal Trading Market); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party MOXC or any of its their respective assets. The Credit Parties are MOXC is not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designationthe MOXC Charter, is applicable)MOXC Bylaws, bylaws, operating agreement, partnership agreement, certificate of organization or similar other organizational or governing or organizational documents, as applicable, and the Credit Parties are and, except as set forth in Schedule 4.5, MOXC is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party MOXC in default or breach) under, and the Credit Parties have MOXC has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party MOXC is a party or by which any property or assets of any Credit Party MOXC are bound or affected. No business of any Credit Party MOXC is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are BTAB is not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof hereof, or thereofto issue the Advisory Fee Shares in accordance with the terms hereof. All consents and approvals which any Credit Party MOXC is required to obtain pursuant to the immediately preceding sentence have been will be obtained or effected on or prior to the Effective Dateclosing.

No Conflicts; Consents and Approvals. The Except as set forth in Schedule 7.5, the execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Promissory Note, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) to the knowledge of the Credit Parties, constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assets. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No To the knowledge of the Credit Parties, no business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulationregulation applicable to the business of the Credit Parties. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteShares, will not: (i) constitute a violation of or conflict with any provision of the Company’s or any Credit Parties’ respective Subsidiary’s certificate or articles of incorporation (including any certificates of designationincorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization bylaws or similar governing other organizational or organizational charter documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party Company is a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany’s Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective its articles of incorporation (including any certificates of designationincorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization bylaws or similar other organizational or governing or organizational documents, as applicable, documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Contract to which any Credit Party the Company is a party or by which any property or assets Assets of any Credit Party the Company are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Shares in accordance with the terms hereof. All consents and approvals Consents which any Credit Party the Company is required to obtain pursuant Exhibit 10.15 to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance issuance, sale and delivery of any of the Revolving NoteSecurities, and compliance by the Company with any provisions of the Transaction Documents will not: (i) constitute or result in a violation of or conflict with the Certificate of Formation, the LLC Agreement, or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including Company or any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsSubsidiary; (ii) constitute or result in a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract Contract, indenture or agreement instrument to which Company or any Credit Party Subsidiary is a party or by which it may be bound, or to which the Company or any Subsidiary or any of its or their assets Assets or properties may be boundbound (other than immaterial contracts relating to back office operations, systems and facilities or similar matters); (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) assuming that, in connection with the transactions contemplated hereby, the parties hereto timely make or cause the appropriate parties to make all of the filings required by applicable state securities Laws, constitute a violation of, or conflict with, any lawLaw, rule, ordinance regulation, order, judgment or other regulation decree (including foreign and United States federal and state securities lawsLaws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, the Company or any Credit Party Subsidiary or any of its assetsthe their Assets or properties; except, in the case of clause (v), for such violations, defaults, breaches, conflicts, losses, modifications or impositions that have not had and would not reasonably be expected to have a Material Adverse Effect. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, Company is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement material Contract to which any Credit Party the Company is a party or by which any property or assets Assets of any Credit Party the Company are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note and Fee Note, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles of incorporation (including any certificates of designation, is if applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assets. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is if applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteSecurities, will not: (i) constitute a violation of or conflict with the Certificate of Incorporation, Bylaws or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsCompany; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party Company is a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany's Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective articles its Certificate of incorporation (including any certificates of designationIncorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization Bylaws or similar other organizational or governing or organizational documents, as applicable, documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Contract to which any Credit Party the Company is a party or by which any property or assets Assets of any Credit Party the Company are bound or affected. No business The businesses of any Credit Party is the Company are not being conducted, and shall not be conductedconducted so long as Buyer owns any of the Securities, in violation of any law, rule, ordinance or other regulationLaw. Except as specifically contemplated by this Agreement, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All consents and approvals Except as disclosed in Schedule 6.5, all Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteSecurities, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles Organizational Documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsthe Company; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party Company is a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany’s Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, its Organizational Documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Contract to which any Credit Party the Company is a party or by which any property or assets Assets of any Credit Party the Company are bound or affected. No business The businesses of any Credit Party is the Company are not being conducted, and shall not be conductedconducted so long as Buyer owns any of the Securities, in violation of any law, rule, ordinance or other regulationLaw. Except as specifically contemplated by this Agreement, and except for Consents required to permit the Credit Parties are issuance of “Variable Rate Securities” as set forth in the Organizational Documents, the Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All consents and approvals Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving NoteFacility Fee Shares, will not: (i) constitute a violation of or conflict with the Certificate of Incorporation, Bylaws or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsBorrower; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party Borrower is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities lawslaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lienlien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Borrower or any of its their respective assets. The Credit Parties are Borrower is not in violation of any Credit Parties’ respective articles its Certificate of incorporation (including any certificates of designationIncorporation, Bylaws or other organizational or governing documents and Borrower is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party Borrower in default or breach) under, and the Credit Parties have Borrower has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party Borrower is a party or by which any property or assets of any Credit Party Borrower are bound or affected. No The business of any Credit Party Borrower is not being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are Borrower is not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof, or to issue the Facility Fee Shares in accordance with the terms hereof. All consents and approvals which any Credit Party Borrower is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving NoteFacility Fee Shares, will not: (i) constitute a violation of or conflict with the Articles of Incorporation, Bylaws, Articles of Organization, Operating Agreement or any other organizational or governing documents of the Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities lawslaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its their respective assets. The No Credit Parties are not Party is in violation of any Credit Parties’ respective articles its Articles of incorporation (including any certificates Incorporation, Bylaws, Articles of designationOrganization, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization Operating Agreement or similar other organizational or governing or organizational documents, as applicable, and the no Credit Parties are not Party is in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the no Credit Parties have not Party has taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the no Credit Parties are not Party is required to obtain any consent or approval of, from, or with any Governmental Authoritygovernmental authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof, or to issue the Facility Fee Shares or Warrant in accordance with the terms hereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Closing Date.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteSecurities, will not: (i) constitute a violation of or conflict with the any Organizational Documents of the Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party is a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assetsAssets. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, Organizational Documents and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Contract to which any Credit Party is a party or by which any property or assets Assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conductedconducted so long as Buyer owns any of the Securities, in violation of any law, rule, ordinance or other regulationLaw. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All consents and approvals Consents which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. No Credit Party is aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving NoteFacility Fee Shares, will not: (i) constitute a violation of or conflict with the Articles of Incorporation, Certificate of Organization, Bylaws, Operating Agreement or any other organizational or governing documents of the Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities lawslaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its their respective assets. The No Credit Parties are not Party is in violation of any Credit Parties’ respective articles its Articles of incorporation (including any certificates Incorporation, Certificate of designationOrganization, is applicable)Bylaws, bylaws, operating agreement, partnership agreement, certificate of organization Operating Agreement or similar other organizational or governing or organizational documents, as applicable, and the no Credit Parties are not Party is in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the no Credit Parties have not Party has taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the no Credit Parties are not Party is required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof, or to issue the Facility Fee Shares in accordance with the terms hereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteShares, will not: (i) constitute a violation of or conflict with any provision of the Company’s or any Credit Parties’ respective Subsidiary’s certificate or articles of incorporation (including any certificates of designationincorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization bylaws or similar governing other organizational or organizational charter documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, or gives give to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be boundMaterial Contract; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) assuming the accuracy of the representations and warranties of the Buyers set forth in Article V above, constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany’s Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective its articles of incorporation (including any certificates of designationincorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization bylaws or similar other organizational or governing or organizational documents, as applicable, documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulationMaterial Contract. Except as specifically contemplated by this Agreement, and except as may be required by the Credit Parties are DPA and the rules and regulations thereunder or any other legal requirement applicable to the CFIUS Condition, the Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof. All consents , or to issue and approvals which any Credit Party is required to obtain pursuant to sell the immediately preceding sentence have been obtained or effected on or prior to Shares in accordance with the Effective Dateterms hereof.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteSecurities, will not: (i) constitute a violation of or conflict with any provision of the Company’s or any Credit Parties’ respective subsidiary’s certificate or articles of incorporation (including any certificates of designationincorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization bylaws or similar governing other organizational or organizational charter documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party Company is a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany’s Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective its articles of incorporation (including any certificates of designationincorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization bylaws or similar other organizational or governing or organizational documents, as applicable, documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Contract to which any Credit Party the Company is a party or by which any property or assets Assets of any Credit Party the Company are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All consents and approvals Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteSecurities, will not: (i) constitute a violation of or conflict with the Certificate of Incorporation, Bylaws or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsCompany; (ii) constitute a material violation of, or a material default or material breach under (either immediately, upon notice, upon lapse of time, or both), or materially conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party Company is a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a material violation of, or a material default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany’s Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective articles its Certificate of incorporation (including any certificates of designationIncorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization Bylaws or similar other organizational or governing or organizational documents, as applicable, and the Credit Parties are Company is not in material default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Contract to which any Credit Party the Company is a party or by which any property or assets Assets of any Credit Party the Company are bound or affected. No business The businesses of any Credit Party is the Company are not being conducted, and shall not be conductedconducted so long as Buyer owns any of the Securities, in violation of any law, rule, ordinance or other regulationLaw in any material respect. Except as specifically contemplated by this Agreement, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All consents and approvals Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteSecurities, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles Organizational Documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization the Company or similar governing or organizational documentsthe Corporate Guarantors; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party is the Company or the Corporate Guarantors are a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party the Company or the Corporate Guarantors or any of its assetstheir Assets. The Credit Parties Company and the Corporate Guarantors are not in violation of any Credit PartiesCompany or the Corporate Guarantors’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, Organizational Documents and the Credit Parties Company and the Corporate Guarantors are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties Company and the Corporate Guarantors have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Contract to which any Credit Party is the Company or the Corporate Guarantors are a party or by which any property or assets Assets of any Credit Party the Company or the Corporate Guarantors are bound or affected. No business The businesses of any Credit Party is the Company and the Corporate Guarantors are not being conducted, and shall not be conductedconducted so long as Buyer owns any of the Securities, in violation of any law, rule, ordinance or other regulationLaw. Except as specifically contemplated by this Agreement, the Credit Parties Company and the Corporate Guarantors are not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All consents Consents which Company and approvals which any Credit Party is the Corporate Guarantors are required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. The Company and the Corporate Guarantors are not aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteShares, will not: (i) constitute a violation of or conflict with any provision of the Company’s or any Credit Parties’ respective of the Company’s subsidiary’s certificate or articles of incorporation (including any certificates of designationincorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization bylaws or similar governing other organizational or organizational charter documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, or gives give to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be boundMaterial Contract; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) assuming the accuracy of the representations and warranties of the Buyers set forth in Article V above, constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany’s Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective its articles of incorporation (including any certificates of designationincorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization bylaws or similar other organizational or governing or organizational documents, as applicable, documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulationMaterial Contract. Except as specifically contemplated by this Agreement, including with respect to the Credit Parties are Stockholder Approval and Stockholder Notification contemplated in Section 7.7 of this Agreement, the Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Shares in accordance with the terms hereof. All consents Except for the Stockholder Approval and approvals Stockholder Notification contemplated in Section 7.7 of this Agreement, all Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assets. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the GOLQ Charter, GOLQ Bylaws, or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsGOLQ; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party GOLQ is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities lawslaws and the rules and regulations of any Principal Trading Market); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party GOLQ or any of its their respective assets. The Credit Parties are GOLQ is not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designationthe GOLQ Charter, is applicable)GOLQ Bylaws, bylaws, operating agreement, partnership agreement, certificate of organization or similar other organizational or governing or organizational documents, as applicable, and the Credit Parties are GOLQ is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party GOLQ in default or breach) under, and the Credit Parties have GOLQ has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party GOLQ is a party or by which any property or assets of any Credit Party GOLQ are bound or affected. No business of any Credit Party GOLQ is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are Gamma is not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof hereof, or thereofto issue the Advisory Fee Shares in accordance with the terms hereof. All consents and approvals which any Credit Party GOLQ is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteSecurities, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles Organizational Documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsthe Company; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party Company is a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Company or any of its assetsCompany’s Assets. The Credit Parties are Company is not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, its Organizational Documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Contract to which any Credit Party the Company is a party or by which any property or assets Assets of any Credit Party the Company are bound or affected. No business The businesses of any Credit Party is the Company are not being conducted, and shall not be conductedconducted so long as Buyer owns any of the Securities, in violation of any law, rule, ordinance or other regulationLaw. Except as specifically contemplated by this Agreement, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All consents and approvals Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.date hereof. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing. Execution Version

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteSecurities, will not: (i) assuming the filing of the Certificate of Designation, constitute a violation of or conflict with the Certificate of Incorporation, Bylaws, the Certificate of Designation or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsCompany; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party Company is a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws and the rules and regulations of the principal Trading Market on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party the Company or any of its assetsthe Company’s Assets; except, in the case of clauses (ii)–(v), for such violations, defaults, breaches, conflicts, losses, modifications or impositions that have not had and could not reasonably be expected to have a Material Adverse Effect. The Credit Parties are Company is not in violation of any Credit Parties’ respective articles its Certificate of incorporation (including any certificates of designationIncorporation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization Bylaws or similar other organizational or governing or organizational documents, as applicable, documents and the Credit Parties are Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party the Company in default or breach) under, and the Credit Parties have Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement material Contract to which any Credit Party the Company is a party or by which any property or assets Assets of any Credit Party the Company are bound or affected. No business The businesses of any Credit Party is the Company are not being conducted, and shall not be conductedconducted so long as Buyer owns any of the Preferred Shares or Warrants, in violation of any lawLaw, rule, ordinance except as would not have or other regulationcould not reasonably be expected to have a Material Adverse Effect. Except with respect to the SEC and the principal Trading Market and as specifically contemplated by this AgreementAgreement or as would not have and could not reasonably be expected to have a Material Adverse Effect, the Credit Parties are Company is not required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All consents and approvals Consents which any Credit Party the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof or will be obtained or effected on or prior to Closing or as otherwise required under the rules and regulations of the applicable Governmental Authority.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteShares, will not: (i) constitute a violation of or conflict with the Certificate of Incorporation, Bylaws or any Credit Parties’ respective articles other operating agreement or other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsBorrower; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party Borrower is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities lawsLaws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lienlien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Borrower or any of its their respective assets. The Credit Parties are not No Borrower is in violation of any Credit Parties’ respective articles its applicable Certificate of incorporation (including any certificates of designationIncorporation, Bylaws or other organizational or governing documents and no Borrower is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party Borrower in default or breach) under, and the Credit Parties have not no Borrower has taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party Borrower is a party or by which any property or assets of any Credit Party Borrower are bound or affected. No business The businesses of any Credit Party is each Borrower are not being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not no Borrower is required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof, or to issue the Shares in accordance with the terms hereof. All Except as disclosed in Schedule 7.5, all consents and approvals which any Credit Party Borrower is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Revolving NoteSecurities, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles Organizational Documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsthe Company and the Guarantors; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement Contract to which any Credit Party is the Company and the Guarantors are a party or by which any of its or their assets Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoeverJudgment; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation Law (including foreign and United States federal and state securities lawsLaws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assetsAssets. The Credit Parties Company and the Guarantors are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization Company or similar governing or organizational documents, as applicable, Guarantor’s Organizational Documents and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement Contract to which any Credit Party is a party or by which any property or assets Assets of any the Credit Party Parties are bound or affected. No business The businesses of any the Credit Party is Parties are not being conducted, and shall not be conductedconducted so long as Buyer owns any of the Securities, in violation of any law, rule, ordinance or other regulationLaw. Except as specifically contemplated by this Agreement, the no Credit Parties are not Party is required to obtain any consent or approval Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations Obligations under this Agreement or the Loan Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All consents and approvals Consents which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof. The Credit Parties are not aware of any facts or circumstances which might give rise to any of the foregoing.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Promissory Note, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assets. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation, except to the extent any such violation would not result in a Material Adverse Effect. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the Certificate of Incorporation, Bylaws or any Credit Parties’ respective articles other organizational or governing documents of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documentsBorrower; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party Borrower is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lienlien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party Borrower or any of its their respective assets. The Credit Parties are Borrower is not in violation of any Credit Parties’ respective articles its Certificate of incorporation (including any certificates of designationIncorporation, Bylaws or other organizational or governing documents and Borrower is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party Borrower in default or breach) under, and the Credit Parties have Borrower has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party Borrower is a party or by which any property or assets of any Credit Party Borrower are bound or affected. No The business of any Credit Party Borrower is not being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are Borrower is not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party Borrower is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Datedate hereof.

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflict with with, or give to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which the Borrower is a party or by which any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization its assets or similar governing or organizational documentsproperties may be bound; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts conflict with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; or (iviii) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assets. The Credit Parties are Borrower is not in violation of any Credit Parties’ respective its articles of incorporation (including any certificates of designation, is applicable), or bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party the Borrower is being conducted, and shall not be conducted, in material violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are Borrower is not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party the Borrower is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.