Common use of Representations and Warranties; Reaffirmation Clause in Contracts

Representations and Warranties; Reaffirmation. (a) The Company hereby represents and warrants to the Holder that (i) the Company has full power, authority and legal right to make and perform this Amendment; (ii) this Amendment is within the Company’s corporate powers and has been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action; (iii) this Amendment has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (B) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (iv) this Amendment (A) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority (as defined in the Term Loan Agreement) or any third party, except for such as have been obtained or made and are in full force and effect and (B) will not violate (I) the charter, bylaws or other organizational documents of the Company or (II) any applicable law or regulation or any order of any Governmental Authority (as defined in the Term Loan Agreement), other than any such violations in the case of this clause (II) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect (as defined in the Term Loan Agreement). (b) The Company hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Warrant and agrees that the Warrant remains in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, the Company acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment.

Representations and Warranties; Reaffirmation. (a) The Company Borrower hereby represents and warrants to the Holder that Lender as follows: (i1) This Amendment has been duly authorized, executed and delivered by the Borrower and constitutes the legal, valid and binding agreement of the Borrower, enforceable in accordance with its terms (subject, as to enforcement, to (x) the Company has full powereffect of applicable bankruptcy, authority insolvency, examinership or similar laws affecting the enforcement or creditors’ rights and legal right to make (y) general principles of equity). The execution, delivery and perform this Amendment; (ii) performance by the Borrower of this Amendment is within the CompanyBorrower’s corporate powers powers. (2) The execution, delivery and has been duly authorized performance by all necessary corporate action andthe Borrower of this Agreement do not (i) conflict with any of the Borrower’s organizational, if requiredconstitutional or constituent documents; (ii) contravene, by all necessary shareholder actionconflict with, constitute a default under or violate any Law; (iii) this Amendment has been duly executed and delivered contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Government Agency by which the Company and constitutes a legal, valid and binding obligation Borrower or any of the Company, enforceable against the Company in accordance with its terms, except as such enforceability property or assets may be limited by (A) bankruptcy, insolvency, reorganization, moratorium bound or similar laws of general applicability affecting the enforcement of creditors’ rights and (B) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)affected; and (iv) this Amendment (A) does not require any consent action by, filing, registration, or approval of, registration or filing qualification with, or any other action bypermit from, any Governmental Authority (as defined in the Term Loan Agreement) or any third party, except for such as have been obtained or made and are in full force and effect and (B) will not violate (I) the charter, bylaws or other organizational documents of the Company Government Agency; or (IIv) constitute a default under or conflict with any applicable law material agreement to which the Borrower is bound. (3) No Event of Default under the Loan Agreement has occurred and is continuing or regulation or any order of any Governmental Authority (as defined in the Term Loan Agreement), other than any such violations in the case of will result after giving effect to this clause (II) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect (as defined in the Term Loan Agreement)Amendment. (b) The Company Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Warrant Loan Agreement and agrees that the Warrant Loan Agreement remains in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, the Company Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment.

Representations and Warranties; Reaffirmation. (a) The Company Borrower hereby represents and warrants to the Holder that each Lender as follows: (i) the Company The Borrower has full power, authority and legal right to make and perform this Amendment; (ii) this . This Amendment is within the CompanyBorrower’s corporate powers and has been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action; (iii) this . This Amendment has been duly executed and delivered by the Company Borrower and constitutes a legal, valid and binding obligation of the CompanyBorrower, enforceable against the Company Borrower in accordance with its terms, except as such enforceability may be limited by (Aa) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (Bb) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and . This Amendment (iv) this Amendment (Ax) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority (as defined in the Term Loan Agreement) or any third party, except for such as have been obtained or made and are in full force and effect and effect, (By) will not violate (I) any applicable law or regulation or the charter, bylaws or other organizational documents of the Company or (II) any applicable law or regulation Borrower and its Subsidiaries or any order of any Governmental Authority (as defined in the Term Loan Agreement)Authority, other than any such violations in the case of this clause (II) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon the Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to the Borrower in Section 7 of the Loan Agreement are true in all material respects (taking into account any changes made to schedules updated in accordance with Section 7.21 of the Loan Agreement or attached hereto), except that such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date. (iv) There has been no Material Adverse Effect (as defined in since the Term date of the Loan Agreement). (b) The Company Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Warrant Loan Documents to which it is a party and agrees that the Warrant remains Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, the Company Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment.

Representations and Warranties; Reaffirmation. (a) The Company Borrower hereby represents and warrants to the Holder that each Lender as follows: (i) the Company The Borrower has full power, authority and legal right to make and perform this Amendment; (ii) this . This Amendment is within the CompanyBorrower’s corporate powers and has been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action; (iii) this . This Amendment has been duly executed and delivered by the Company Borrower and constitutes a legal, valid and binding obligation of the CompanyBorrower, enforceable against the Company Borrower in accordance with its terms, except as such enforceability may be limited by (Aa) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (Bb) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and . This Amendment (iv) this Amendment (Ax) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority (as defined in the Term Loan Agreement) or any third party, except for such as have been obtained or made and are in full force and effect and effect, (By) will not violate (I) any applicable law or regulation or the charter, bylaws or other organizational documents of the Company or (II) any applicable law or regulation Borrower and its Subsidiaries or any order of any Governmental Authority (as defined in the Term Loan Agreement)Authority, other than any such violations in the case of this clause (II) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect Effect, (as defined z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon the Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to the Borrower in Section 7 of the Loan Agreement are (A) in the Term case of representations qualified by “materiality,” “Material Adverse Effect” or similar language, true and correct in all respects and (B) in the case of all other representations and warranties, true and correct in all material respects (except that the representation regarding representations and warranties that refer to a specific earlier date are true and correct on the basis set forth above as of such earlier date), in each case taking into account any changes made to schedules updated in accordance with Section 7.21 of the Loan Agreement or attached hereto. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement). (b) The Company Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Warrant Loan Documents to which it is a party and agrees that the Warrant remains Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, the Company Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment.

Representations and Warranties; Reaffirmation. (a) The Company Each Obligor hereby represents and warrants to the Holder that (i) the Company Agent and each Lender as follows: Such Obligor has full power, authority and legal right to make and perform this Amendment; Agreement and the Loan Agreement, as modified by this Agreement (ii) the “Amended Loan Agreement”). Each of this Amendment Agreement and the Amended Loan Agreement is within the Companysuch Obligor’s corporate powers and has been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action; (iii) this Amendment . This Agreement has been duly executed and delivered by such Obligor and each of this Agreement and the Company and Amended Loan Agreement constitutes a legal, valid and binding obligation obligations of the Companysuch Obligor, enforceable against the Company such Obligor in accordance with its terms, except as such enforceability may be limited by (Aa) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (Bb) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); . Each of this Agreement and the Amended Loan Agreement (iv) this Amendment (Ax) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority (as defined in the Term Loan Agreement) or any third party, except for such as have been obtained or made and are in full force and effect and effect, (By) will not violate (I) any applicable law or regulation or the charter, bylaws or other organizational documents of the Company or (II) any applicable law or regulation such Obligor and its Subsidiaries or any order of any Governmental Authority (as defined in the Term Loan Agreement)Authority, other than any such violations in the case of this clause (II) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect Effect, (as defined z) will not violate or result in the Term Loan Agreement)an event of default under any material indenture, agreement or other instrument binding upon such Obligor and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (b) The Company Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Warrant Loan Documents to which it is a party and agrees that the Warrant remains Loan Documents remain in full force and effect, undiminished by this AmendmentAgreement, except as expressly provided herein. By executing this AmendmentAgreement, the Company each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this AmendmentAgreement.

Representations and Warranties; Reaffirmation. (a) The Company Borrower hereby represents and warrants to the Holder that each Lender as follows: (i) the Company The Borrower has full power, authority and legal right to make and perform this Amendment; (ii) this . This Amendment is within the CompanyBorrower’s corporate powers and has been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action; (iii) this . This Amendment has been duly executed and delivered by the Company Borrower and constitutes a legal, valid and binding obligation of the CompanyBorrower, enforceable against the Company Borrower in accordance with its terms, except as such enforceability may be limited by (Aa) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (Bb) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and . This Amendment (iv) this Amendment (Ax) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority (as defined in the Term Loan Agreement) or any third party, except for such as have been obtained or made and are in full force and effect and effect, (By) will not violate (I) any applicable law or regulation or the charter, bylaws or other organizational documents of the Company or (II) any applicable law or regulation Borrower and its Subsidiaries or any order of any Governmental Authority (as defined in the Term Loan Agreement)Authority, other than any such violations in the case of this clause (II) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon the Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) There has been no Material Adverse Effect (as defined in since the Term date of the Loan Agreement). (b) The Company Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Warrant Loan Documents to which it is a party and agrees that the Warrant remains Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, the Company Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment.

Representations and Warranties; Reaffirmation. (a) The Company Each Obligor hereby represents and warrants to the Holder that each Lender as follows: (i) the Company Such Obligor has full power, authority and legal right to make and perform this Amendment; (ii) this . This Amendment is within the Companysuch Obligor’s corporate powers and has been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action; (iii) this . This Amendment has been duly executed and delivered by the Company such Obligor and constitutes a legal, valid and binding obligation of the Companysuch Obligor, enforceable against the Company such Obligor in accordance with its terms, except as such enforceability may be limited by (Aa) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (Bb) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and . This Amendment (iv) this Amendment (Ax) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority (as defined in the Term Loan Agreement) or any third party, except for such as have been obtained or made and are in full force and effect and effect, (By) will not violate (I) any applicable law or regulation or the charter, bylaws or other organizational documents of the Company or (II) any applicable law or regulation such Obligor and its Subsidiaries or any order of any Governmental Authority (as defined in the Term Loan Agreement)Authority, other than any such violations in the case of this clause (II) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) There has been no Material Adverse Effect (as defined in since the Term Loan date of the Credit Agreement). (b) The Company Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Warrant Loan Documents to which it is a party and agrees that the Warrant remains Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, the Company each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment.

Representations and Warranties; Reaffirmation. (a) The Company To induce the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to each Lender on the Holder that date hereof as follows: (ia) the Company has full power, authority and legal right to make and perform this Amendment; (ii) this This Amendment is within the CompanyBorrower’s corporate powers and has been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action; (iii) this . This Amendment has been duly executed and delivered by the Company Borrower and constitutes a legal, valid and binding obligation of the CompanyBorrower, enforceable against the Company Borrower in accordance with its terms, except as such enforceability may be limited by (Ai) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (Bii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (iv) this Amendment (A) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority (as defined in the Term Loan Agreement) or any third party, except for such as have been obtained or made and are in full force and effect and (B) will not violate (I) the charter, bylaws or other organizational documents of the Company or (II) any applicable law or regulation or any order of any Governmental Authority (as defined in the Term Loan Agreement), other than any such violations in the case of this clause (II) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect (as defined in the Term Loan Agreement). (b) The Company Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Warrant Loan Documents to which it is a party and agrees that the Warrant remains Loan Documents to which it is a party remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. Borrower further ratifies, confirms, reaffirms, and acknowledges that all indebtedness and obligations of Borrower under the Loan Documents shall be secured by the Security Documents (including the Security Agreement), and confirms the validity, effect and enforceability of all Collateral and the guarantee of the Obligations by any Obligors. By executing this Amendment, the Company Borrower acknowledges that it has read, consulted with its attorneys regarding, and understandsunderstands the Amendment. (c) On the date hereof, after giving effect to this Amendment, no Default shall have occurred and be continuing. (d) The representations and warranties made by or with respect to such Obligor in Section 7 of the Existing Term Loan Agreement are true in all material respects (taking into account any changes made to schedules updated in accordance with Section 7.21 of the Existing Term Loan Agreement or attached hereto), except that (i) such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date, (ii) no representation or warranty is made under Section 7.11 of the Existing Term Loan Agreement with respect to part (d) of the definition of “Solvent” and (iii) by their signature hereto and by their signature to that certain Consent Agreement dated as of June 30, 2016, the Lenders acknowledge and agree that Borrower has complied with its obligations to deliver all requisite information responsive to the representations under Section 7.16 of the Existing Term Loan Agreement in respect of Borrower’s lease for its Xxxxxx Canyon Road facility pursuant to that certain Lease Agreement by and between the Borrower and ARE-SD Region No. 36, LLC, dated on or about June 30, 2016.

Representations and Warranties; Reaffirmation. (a) The Company Borrower hereby represents and warrants to the Holder that each Lender as follows: (i) the Company The Borrower has full power, authority and legal right to make and perform this Amendment; (ii) this . This Amendment is within the CompanyBorrower’s corporate powers and has been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action; (iii) this . This Amendment has been duly executed and delivered by the Company Borrower and constitutes a legal, valid and binding obligation obligations of the CompanyBorrower, enforceable against the Company Borrower in accordance with its terms, except as such enforceability may be limited by (Aa) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (Bb) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and . This Amendment (iv) this Amendment (Ax) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority (as defined in the Term Loan Agreement) or any third party, except for such as have been obtained or made and are in full force and effect and effect, (By) will not violate (I) any applicable law or regulation or the charter, bylaws or other organizational documents of the Company or (II) any applicable law or regulation Borrower and its Subsidiaries or any order of any Governmental Authority (as defined in the Term Loan Agreement)Authority, other than any such violations in the case of this clause (II) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon the Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) There has been no Material Adverse Effect (as defined in since the Term date of the Loan Agreement). (b) The Company Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Warrant Loan Documents to which it is a party and agrees that the Warrant remains Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, the Company Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment.

Representations and Warranties; Reaffirmation. (a) The Company Borrower hereby represents and warrants to each Lender and the Holder that Collateral Agent as follows: (i) Borrower has all requisite power and authority to enter into this Amendment and to carry out the Company has full power, authority and legal right to make and perform this Amendment; transactions contemplated hereby. (ii) this Amendment is within the Company’s corporate powers and has been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action; (iii) this This Amendment has been duly executed and delivered by Borrower and is the Company and constitutes a legal, legally valid and binding obligation of the CompanyBorrower, enforceable against the Company Borrower in accordance with its respective terms, except as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. (iii) The execution, delivery and performance by Borrower of this Amendment have been duly authorized and do not (A) conflict with any of Borrower’s Operating Documents, (B) the application contravene, conflict with, constitute a default under or violate any material Requirements of general principles ​ Law, (C) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of equity any Governmental Authority by which Borrower or any of its Subsidiaries or any of its or their respective properties or assets may be bound, (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (ivD) this Amendment (A) does not require any consent action by, filing, registration, or approval of, registration or filing qualification with, or any other action byGovernmental Approval from, any Governmental Authority (as defined in the Term Loan Agreement) or any third party, except for such as Governmental Approvals which have already been obtained or made and are in full force and effect and effect), (BE) will not violate (I) constitute a material breach of or a material default or an event of default under, or result in or permit the chartertermination or acceleration of, bylaws or other organizational documents of the Company any Material Contract by which Borrower is bound or (IIF) require any applicable law approval of stockholders, members or regulation partners or any order approval or consent of any Governmental Authority (as defined in Person except for such approvals or consents which will be obtained on or before the Term Loan Agreement), other than any such violations in the case of this clause (II) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect (as defined in the Term Loan Agreement)date hereof. (b) The Company Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Warrant Loan Documents to which it is a party and agrees that the Warrant remains Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, the Company Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment.

Representations and Warranties; Reaffirmation. (a) The Company Borrower hereby represents and warrants to each Lender and the Holder that Collateral Agent as follows: (i) Borrower has all requisite power and authority to enter into this Amendment (on its own behalf and on behalf of each other Credit Party (if any)) and to carry out the Company has full power, authority and legal right to make and perform this Amendment; transactions contemplated hereby. (ii) this Amendment is within the Company’s corporate powers and has been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action; (iii) this This Amendment has been duly executed and delivered by Borrower (on its own behalf and on behalf of each other Credit Party (if any)) and is the Company and constitutes a legal, legally valid and binding obligation of the CompanyBorrower, enforceable against the Company Borrower in accordance with its respective terms, except as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. (iii) The execution, delivery and performance by Borrower of this Amendment (on its own behalf and on behalf of each other Credit Party (if any)) have been duly authorized and do not (A) conflict with any of Borrower’s Operating Documents, (B) contravene, conflict with, constitute a default under or violate any Requirements of Law, except to the application of general principles of equity (regardless of whether extent such enforceability is considered contravention, conflict, default or violation could not, individually or in the aggregate, reasonably be expected to result in a proceeding Material Adverse Change, (C) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of its or their respective properties or assets may be bound, except to the extent such contravention, conflict or violation could not, individually or in equity or at law); and the aggregate, reasonably be expected to result in a Material Adverse Change, (ivD) this Amendment (A) does not require any consent action by, filing, registration, or approval of, registration or filing qualification with, or any other action byGovernmental Approval from, any Governmental Authority (as defined in the Term Loan Agreement) or any third party, except for such as Governmental Approvals which have already been duly obtained or made and are in full force and effect and (B) will not violate (I) or the charter, bylaws failure of which to obtain or other organizational documents of the Company or (II) any applicable law or regulation or any order of any Governmental Authority (as defined in the Term Loan Agreement), other than any such violations in the case of this clause (II) thatmake could not, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect Change), (as defined E) constitute a breach of or a default or an event of default under, or result in or permit the termination or acceleration of, any contract by which Borrower or any of its Subsidiaries (or any of its or their assets or properties) is bound, except to the extent such breach, default, event of default, termination or acceleration could not, individually or in the Term Loan Agreement)aggregate, reasonably be expected to result in a Material Adverse Change or (F) require any approval or consent of stockholders, members or partners or any approval or consent of any Person (including any counterparty to any contract) except for such approvals or consents which have already been duly obtained and are in full force and effect or the failure of which to obtain could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. (b) The Company Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Warrant Loan Documents to which it is a party and agrees that the Warrant remains Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, the Company Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment.

Representations and Warranties; Reaffirmation. (a) The Company a. Borrower hereby represents and warrants to each Lender and the Holder that (i) Collateral Agent as follows: i. Xxxxxxxx has all requisite power and authority to enter into this Eighth Amendment and to carry out the Company has full power, authority and legal right to make and perform this Amendment; (transactions contemplated hereby. ii) this Amendment is within the Company’s corporate powers and has been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action; (iii) this . This Eighth Amendment has been duly executed and delivered by Xxxxxxxx and, subject to the Company and constitutes a legalLegal Reservations, is the legally valid and binding obligation of the Companysuch Person, enforceable against the Company such Person in accordance with its respective terms. iii. The execution, except as such enforceability may be limited delivery and performance by Borrower of this Eighth Amendment have been duly authorized and do not and will not: (A) bankruptcy, insolvency, reorganization, moratorium or similar laws contravene the terms of general applicability affecting the enforcement of creditors’ rights and such Person’s Operating Documents; (B) the application violate any Requirements of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (iv) this Amendment (A) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority (as defined in the Term Loan Agreement) or any third partyLaw, except for to the extent that such as have been obtained or made and are in full force and effect and (B) will not violate (I) the charter, bylaws or other organizational documents of the Company or (II) any applicable law or regulation or any order of any Governmental Authority (as defined in the Term Loan Agreement), other than any such violations in the case of this clause (II) thatviolation could not, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect Change; (as defined C) conflict with or result in any breach or contravention of, or require any payment to be made under any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or affecting such Person or the assets or properties of such Person or any of its Subsidiaries or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Person or any of its properties or assets are subject, except to the extent that such conflict, breach, contravention or payment could not, individually or in the Term Loan Agreementaggregate, reasonably be expected to result in a Material Adverse Change; (D) require any Governmental Approval, or other action by, or notice to, or filing with, any Governmental Authority (except such Governmental Approvals or other actions, notices and filings which have been duly obtained, taken, given or made on or before the Eighth Amendment Effective Date and are in full force and effect), except for those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; (E) require any approval, consent, exemption or authorization, or other action by, or notice to, or filing with, any Person other than a Governmental Authority, including such Person’s stockholders, members or partners, (except such approvals, consents, exemptions, authorizations, actions, notices and filings which have been or will be duly obtained, taken, given or made on or before the Eighth Amendment Effective Date and are in full force and effect), except for those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; or (F) constitute a material breach of or a material default under (which such default has not been cured or waived) or an event of default (or the equivalent thereof, however described) under, or could reasonably be expected to give rise to the cancellation, termination or invalidation of or the acceleration of such Person’s or any Subsidiary’s obligations under, any Material Contract. (b) The Company b. Both before and immediately after giving effect to this Eighth Amendment, no Event of Default or Default has occurred. c. Borrower, on its own behalf and on behalf of each other Credit Party, hereby ratifies, confirms, reaffirms, and acknowledges its and each of their obligations under the Warrant Loan Documents to which it or any of them is a party and agrees that the Warrant remains Loan Documents remain in full force and effect, undiminished by this Eighth Amendment, except as expressly provided herein. By executing this Eighth Amendment, the Company Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Eighth Amendment.

Representations and Warranties; Reaffirmation. (a) The Company Each Obligor hereby represents and warrants to the Holder that each Lender as follows: (i) the Company Such Obligor has full power, authority and legal right to make and perform this Amendment; (ii) this Amendment is and the Amendment No. 2 Fee Letter. This Amendment and the Amendment No. 2 Fee Letter are within the Companysuch Obligor’s corporate powers and has have been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action; (iii) this . This Amendment has and the Amendment No. 2 Fee Letter have been duly executed and delivered by the Company such Obligor and constitutes a constitute legal, valid and binding obligation obligations of the Companysuch Obligor, enforceable against the Company such Obligor in accordance with its their terms, except as such enforceability may be limited by (Aa) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (Bb) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); . Each of this Amendment and the Amendment No. 2 Fee Letter (iv) this Amendment (Ax) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority (as defined in the Term Loan Agreement) or any third party, except for such as have been obtained or made and are in full force and effect and effect, (By) will not violate (I) any applicable law or regulation or the charter, bylaws or other organizational documents of the Company or (II) any applicable law or regulation such Obligor and its Subsidiaries or any order of any Governmental Authority (as defined in the Term Loan Agreement)Authority, other than any such violations in the case of this clause (II) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect Effect, (as defined z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Term Loan Agreement are true in all material respects (taking into account any changes made to schedules updated in accordance with Section 7.21 of the Loan Agreement), except that such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement. (b) The Company Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Warrant Loan Documents to which it is a party and agrees that the Warrant remains Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, the Company each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment.

Representations and Warranties; Reaffirmation. (a) The Company Each Obligor hereby represents and warrants to the Holder that each Lender as follows: (i) the Company The Borrower has full power, authority and legal right to make and perform this Amendment; (ii) this . This Amendment is within the CompanyBorrower’s corporate powers and has been duly authorized by all necessary corporate action board of directors and, if required, by all necessary shareholder action; (iii) this . This Amendment has been duly executed and delivered by the Company Borrower and constitutes a legal, valid and binding obligation of the CompanyBorrower, enforceable against the Company Borrower in accordance with its terms, except as such enforceability may be limited by (Aa) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (Bb) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and . This Amendment (iv) this Amendment (Ax) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority (as defined in the Term Loan Agreement) or any third party, except for such as have been obtained or made and are in full force and effect and effect, (By) will not violate (I) any applicable law or regulation or the charter, bylaws or other organizational documents of the Company or (II) any applicable law or regulation Borrower and its Subsidiaries or any order of any Governmental Authority (as defined in the Term Loan Agreement)Authority, other than any such violations in the case of this clause (II) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect Effect, (as defined z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon the Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to the Borrower in Section 7 of the Loan Agreement are (A) in the Term case of representations qualified by “materiality,” “Material Adverse Effect” or similar language, true and correct in all respects and (B) in the case of all other representations and warranties, true and correct in all material respects (except that the representation regarding representations and warranties that refer to a specific earlier date are true and correct on the basis set forth above as of such earlier date), in each case taking into account any changes made to schedules updated in accordance with Section 7.21 of the Loan Agreement or attached hereto. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement). (b) The Company Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Warrant Loan Documents to which it is a party and agrees that the Warrant remains Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. The Borrower acknowledges and affirms that the Back-End Facility Fee payable under the Fee Letter is calculated based on the principal amount of Loans advanced, which includes PIK Loans. By executing this Amendment, the Company Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) Borrower and Lenders hereby acknowledge and agree that upon an event of an acceleration or other mandatory prepayment event, the “Redemption Date” for purposes of calculating the Prepayment Premium will be date of such acceleration or such obligation to mandatorily prepay arose. (d) Borrower further acknowledges that the Prepayment Premium (as a component of the Redemption Price) and the back-end facility fee specified in the Fee Letter shall be due and payable whenever so stated in the Loan Documents, or by any applicable operation of law, regardless of the circumstances causing any related acceleration or payment prior to the Stated Maturity Date, including without limitation any Event of Default or other failure to comply with the terms of this Agreement, whether or not notice thereof has been given, or any acceleration by, through, or on account of any bankruptcy filing. (e) The Administrative Agent and the Lenders acknowledge that the Borrower has disclosed to them that it is contemplating a financing transaction (the “Broadfin Transaction”) consisting of an offering of Series B Non-Voting Convertible Preferred Stock (the “Series B Stock”) with gross proceeds of at least $40 million pursuant to which Broadfin Capital LLC or its affiliates (“Broadfin”) would participate, and in connection with which four (4) members of the Borrower’s board of directors will resign and three (3) individuals selected by Broadfin would be appointed as members of the Borrower’s board of directors (such appointments, “Board Appointments”). The Administrative Agent and the Lenders agree that neither the acquisition by Broadfin of Series B Stock in the Broadfin Transaction (or any acquisition of common stock by Broadfin upon conversion thereof) nor the Board Appointments, in each case if consummated, would not constitute a Change of Control for purposes of the Loan Agreement. For the avoidance of doubt, this Section 4(e) shall not be deemed to constitute a waiver of any Change of Control arising from any events (including any acquisitions of the Borrower’s Equity Interests or any change in the members of the Borrower’s board of directors), other than as expressly noted above in connection with the Broadfin Transaction.

Representations and Warranties; Reaffirmation. (a) The Company Borrower hereby represents and warrants to each Lender and the Holder that Collateral Agent as follows: (i) Borrower has all requisite power and authority to enter into this Amendment and to carry out the Company has full power, authority and legal right to make and perform this Amendment; transactions contemplated hereby. (ii) this Amendment is within the Company’s corporate powers and has been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action; (iii) this This Amendment has been duly executed and delivered by Borrower and is the Company and constitutes a legal, legally valid and binding obligation of the CompanyBorrower, enforceable against the Company Borrower in accordance with its respective terms, except as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. (iii) The execution, delivery and performance by Borrower of this Amendment have been duly authorized and do not (A) conflict with any of Borrower’s Operating Documents, (B) the application contravene, conflict with, constitute a default under or violate any material Requirements of general principles Law, (C) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of equity any Governmental Authority by which Borrower or any of its Subsidiaries or any of its or their respective properties or assets may be bound, (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (ivD) this Amendment (A) does not require any consent action by, filing, registration, or approval of, registration or filing qualification with, or any other action byGovernmental Approval from, any Governmental Authority (as defined in the Term Loan Agreement) or any third party, except for such as Governmental Approvals which have already been obtained or made and are in full force and effect and effect), (BE) will not violate (I) constitute a material breach of or a material default or an event of default under, or result in or permit the chartertermination or acceleration of, bylaws or other organizational documents of the Company any Material Contract by which Borrower is bound or (IIF) require any applicable law approval of stockholders, members or regulation partners or any order approval or consent of any Governmental Authority (as defined in Person except for such approvals or consents which will be obtained on or before the Term Loan Agreement), other than any such violations in the case of this clause (II) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect (as defined in the Term Loan Agreement)date hereof. (b) The Company Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Warrant Loan Documents to which it is a party and agrees that the Warrant remains Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, the Company Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment.

Representations and Warranties; Reaffirmation. (a) The Company Borrower hereby represents and warrants to the Holder that each Lender as follows: (i) Borrower has all requisite power and authority to enter into this Amendment and to carry out the Company has full power, authority and legal right to make and perform this Amendment; transactions contemplated hereby. (ii) this Amendment is within the Company’s corporate powers and has been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action; (iii) this This Amendment has been duly executed and delivered by Borrower and is the Company and constitutes a legal, legally valid and binding obligation of the CompanyBorrower, enforceable against the Company Borrower in accordance with its respective terms, except as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of relating to or limiting creditors’ rights and (B) the application of general generally or by equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (iv) this Amendmentrelating to enforceability. (Aiii) does The execution, delivery and performance by Borrower of this Amendment have been duly authorized and do not (a) conflict with any of Borrower’s Operating Documents, (b) contravene, conflict with, constitute a default under or violate any material Requirements of Law, (c) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of its or their respective properties or assets may be bound, (d) require any consent action by, filing, registration, or approval of, registration or filing qualification with, or any other action byGovernmental Approval from, any Governmental Authority (as defined in the Term Loan Agreement) or any third party, except for such as Governmental Approvals which have already been obtained or made and are in full force and effect and effect), (Be) will not violate (I) constitute a material breach of or a material default or an event of default under, or result in or permit the chartertermination or acceleration of, bylaws or other organizational documents of the Company any Material Contract by which Borrower is bound or (IIf) require any applicable law approval of stockholders, members or regulation partners or any order approval or consent of any Governmental Authority (as defined in Person except for such approvals or consents which will be obtained on or before the Term Loan Agreement), other than any such violations in the case of this clause (II) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect (as defined in the Term Loan Agreement)date hereof. (b) The Company Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Warrant Loan Documents to which it is a party and agrees that the Warrant remains Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, the Company Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment.

Representations and Warranties; Reaffirmation. (a) The Company Borrower hereby represents and warrants to each Lender and the Holder that Collateral Agent as follows: (i) Borrower has all requisite power and authority to enter into this Amendment and to carry out the Company has full power, authority and legal right to make and perform this Amendment; transactions contemplated hereby. (ii) this Amendment is within the Company’s corporate powers and has been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action; (iii) this This Amendment has been duly executed and delivered by Xxxxxxxx and is the Company and constitutes a legal, legally valid and binding obligation of the Companysuch Person, enforceable against the Company such Person in accordance with its respective terms, except as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of relating to or limiting creditors’ rights generally or by general principles of equity. (iii) The execution, delivery and performance by Borrower of this Amendment have been duly authorized and do not and will not: (A) contravene the terms of such Person’s Operating Documents; (B) the application violate any Requirements of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (iv) this Amendment (A) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority (as defined in the Term Loan Agreement) or any third partyLaw, except for to the extent that such as have been obtained or made and are in full force and effect and (B) will not violate (I) the charter, bylaws or other organizational documents of the Company or (II) any applicable law or regulation or any order of any Governmental Authority (as defined in the Term Loan Agreement), other than any such violations in the case of this clause (II) thatviolation could not, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect Change; (as defined C) conflict with or result in any breach or contravention of, or require any payment to be made under any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or affecting such Person or the assets or properties of such Person or any of its Subsidiaries or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Person or any of its properties or assets are subject, except to the extent that such conflict, breach, contravention or payment could not, individually or in the Term Loan Agreementaggregate, reasonably be expected to result in a Material Adverse Change; (D) require any Governmental Approval, or other action by, or notice to, or filing with, any Governmental Authority (except such Governmental Approvals or other actions, notices and filings which have been duly obtained, taken, given or made on or before the Third Amendment Effective Date and are in full force and effect), except for those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; (E) require any approval, consent, exemption or authorization, or other action by, or notice to, or filing with, any Person other than a Governmental Authority, including such Person’s stockholders, members or partners, (except such approvals, consents, exemptions, authorizations, actions, notices and filings which have been or will be duly obtained, taken, given or made on or before the Third Amendment Effective Date and are in full force and effect), except ​ ​ ​ ​ for those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; or (F) constitute a material breach of or a material default under (which such default has not been cured or waived) or an event of default (or the equivalent thereof, however described) under, or could reasonably be expected to give rise to the cancellation, termination or invalidation of or the acceleration of such Person’s or any Subsidiary’s obligations under, any Material Contract. (iv) Both before and immediately after giving effect to this Amendment, no Event of Default or Default has occurred and is continuing. (b) The Company Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Warrant Loan Documents to which it is a party and agrees that the Warrant remains Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, the Company Xxxxxxxx acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment.

Representations and Warranties; Reaffirmation. (a) The Company Borrower hereby represents and warrants to each Lender and the Holder that Collateral Agent as follows: ​ (i) Borrower has all requisite power and authority to enter into this Amendment and to carry out the Company has full power, authority and legal right to make and perform this Amendment; transactions contemplated hereby. (ii) this Amendment is within the Company’s corporate powers and has been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action; (iii) this This Amendment has been duly executed and delivered by Xxxxxxxx and is the Company and constitutes a legal, legally valid and binding obligation of the Companysuch Person, enforceable against the Company such Person in accordance with its respective terms, except as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of relating to or limiting creditors’ rights generally or by general principles of equity. (iii) The execution, delivery and performance by Borrower of this Amendment have been duly authorized and do not and will not: (A) conflict with any of such Person’s Operating Documents, (B) the application contravene, conflict with, constitute a default under or violate any material Requirements of general principles of equity Law, (regardless of whether such enforceability is considered C) contravene, conflict, result in a proceeding in equity any breach of, or at law); and (iv) this Amendment (A) does not require any consent payment to be made under any provision of any security issued by such Person or approval ofof any agreement, registration instrument or filing other undertaking to which such Person is a party or affecting such Person or the assets or properties of such Person or any of its Subsidiaries, or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of its or their respective properties or assets may be bound, (D) require any action by, filing, registration, or qualification with, or any other action byGovernmental Approval from, any Governmental Authority (as defined in the Term Loan Agreement) or any third party, except for such as Governmental Approvals which have already been obtained or made and are in full force and effect and (B) will not violate (I) the charter, bylaws or other organizational documents of the Company or (II) any applicable law or regulation or any order of any Governmental Authority (as defined in the Term Loan Agreementeffect), other than any such violations in (E) constitute a material breach of or a material default or an event of default (or the case of this clause (IIequivalent thereof, however described) thatunder, individually or in the aggregate, could not be reasonably be expected to give rise to the cancellation, termination or invalidation of or the acceleration of such Person’s or any Subsidiary’s obligations under any Material Contract or (F) require any approval, consent, exemption or authorization, or other action by, or notice to, or filing with, any Person other than a Governmental Authority, including such Person’s stockholders, members or partners, (except such approvals, consents, exemptions, authorizations, actions, notices and filings which have a Material Adverse Effect been or will be duly obtained, taken, given or made on or before the Effective Date and are in full force and effect). (as defined in the Term Loan Agreement)iv) Both before and immediately after giving effect to this Amendment, no Event of Default or Default has occurred and is continuing. (b) The Company Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Warrant Loan Documents to which it is a party and agrees that the Warrant remains Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, the Company Xxxxxxxx acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment.

Representations and Warranties; Reaffirmation. (a) The Company Each Obligor hereby represents and warrants to the Holder that each Lender as follows: (i) the Company Such Obligor has full power, authority and legal right to make and perform this Amendment; (ii) this . This Amendment is within the Companysuch Obligor’s corporate powers and has been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action; (iii) this . This Amendment has been duly executed and delivered by such Obligor and each of this Amendment and the Company and Credit Agreement, as amended hereby (the “Amended Credit Agreement”), constitutes a legal, valid and binding obligation of the Companysuch Obligor, enforceable against the Company such Obligor in accordance with its terms, except as such enforceability may be limited by (Aa) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (Bb) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); . Each of this Amendment and the Amended Credit Agreement (iv) this Amendment (Ax) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority (as defined in the Term Loan Agreement) or any third party, except for such as have been obtained or made and are in full force and effect and effect, (By) will not violate (I) any applicable law or regulation or the charter, bylaws or other organizational documents of the Company or (II) any applicable law or regulation such Obligor and its Subsidiaries or any order of any Governmental Authority (as defined in the Term Loan Agreement)Authority, other than any such violations in the case of this clause (II) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) There has been no Material Adverse Effect (as defined in since the Term Loan date of the Credit Agreement). (b) The Company Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Warrant Loan Documents (including without limitation the Amended Credit Agreement) to which it is a party and agrees that the Warrant remains such Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, the Company each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment.

Representations and Warranties; Reaffirmation. (a) The Company Each Obligor hereby represents and warrants to the Holder that that: (i) Each Obligor has the Company has full power, authority and legal right to make and perform this Amendment; (ii) this Amendment Consent. This Consent is within the Companyeach Obligor’s corporate or equivalent powers and has been duly authorized by all necessary corporate or equivalent action and, if required, by all necessary shareholder action; (iii) this Amendment . This Consent has been duly executed and delivered by the Company each Obligor and constitutes a legal, valid and binding obligation of the Companysuch Obligor, enforceable against the Company such Obligor in accordance with its terms, except as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (B) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and . This Consent (iv) this Amendment (Aw) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority (as defined in the Term Loan Agreement) or any third party, except for such as have been obtained or made and are in full force and effect and effect, (Bx) will not violate (I) any applicable law or regulation or the charter, bylaws or other organizational documents of the Company any Obligor or any of its Subsidiaries, (IIy) any applicable law or regulation or will not violate any order of any Governmental Authority and (as defined z) will not violate or result in the Term Loan Agreement)a default under any indenture, agreement or other than instrument binding upon any Obligor or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such violations Person. (ii) No Default or Event of Default has occurred or is continuing or will result after giving effect to this Consent. (iii) Except as previously disclosed in Borrower’s public filings with the case of this clause (II) thatSEC, individually or in the aggregate, could not reasonably be expected to have a no Material Adverse Effect has occurred or is reasonably likely to occur as a result of giving effect to this Consent or the transactions contemplated hereby. (as defined in iv) Each Obligor (i) has consulted its own legal and financial advisors with respect to all matters related to the Term SBA Loan Agreement)(including eligibility criteria) and the Paycheck Protection Program, (ii) is responsible for making its own independent judgment with respect to the SBA Loan and the process leading thereto, and (iii) has not relied on any Lender or any of their Affiliates with respect to any of such matters. (b) The Company Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations (including its payment obligations under Section 12.03(a)(i)(z) of the Loan Agreement) under the Warrant Loan Documents to which it is a party and agrees that the Warrant remains Loan Documents remain in full force and effect, undiminished by this AmendmentConsent, except as expressly provided herein. By executing this AmendmentConsent, the Company each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this AmendmentConsent.