Common use of The Rights Offering Clause in Contracts

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for each share of Common Stock held of record at the close of business on May 9, 2018 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants for each Right held (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24, 2018 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, or a Participating Warrant shall receive one Right 1.5 Rights for each share of Common Stock (or, in the case of the Participating Warrant, each share of Common Stock underlying such Participating Warrant) held of record at the close of business on May 9July 7, 2018 2016 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants Unit for each Right held (the “Basic Subscription Right”). The Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities Warrants comprising the Units will separate at Closing and will be issued in as separate securities. Rights holders will only be entitled to purchase a number of Units representing a whole number of Rights Shares, rounded down to the Rights Offeringnearest whole number of Units a holder would otherwise be entitled to purchase. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription RightPrivilege”). The Over-Subscription Right Privilege shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right Privilege are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City Eastern time, on May 24July 26, 2018 2016 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights Privileges will be deposited with Broadridge Corporate Issuer SolutionsXxxxx Fargo Bank, Inc. N.A. (“BroadridgeXxxxx Fargo”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Units, Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription RightsPrivileges. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes On the Record Date, subject to undertake the conditions and rights of termination set forth in this Agreement, Unistar shall deliver to the Rights Offering pursuant Agent a certificate representing all of the Rights and shall instruct the Rights Agent to which each distribute, as soon as practicable following the Record Date, certificates representing the Rights to holders of record of Executone Common Stock on the Record Date. Each holder of Executone Common Stock and each holder of warrants issued December 22, 2017, shall will receive one Right for each share of Executone Common Stock held of record at the close of business on May 9, 2018 (the “Record Date”)held. Holders of Each Right will be transferable and each five Rights will be entitled entitle the holder to subscribe for and purchase, acquire one share of Unistar Common Stock at the Subscription Price, one (1) Rights Share and 284 Rights Warrants for each Right held (Price until the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights OfferingExpiration Date. (b) A holder of Executone Common Stock may exercise the Rights by completing and signing the election to purchase form that appears on the back of each Rights certificate. The holder must send the completed and signed form, along with payment in full of the Subscription Price for all shares that such holder wishes to purchase to the Rights Agent. The Rights Agent must receive these documents and the payment by 5:00 p.m. on the Expiration Date. Unistar will not trade or be listed for quotation on any exchange or service, and shall be non-transferablehonor the exercise of Rights received by the Rights Agent after the Expiration Date. (c) Any holder The Rights Agent will issue certificates to each Holder representing the Unistar Common Stock purchased through the exercise of Rights who fully exercises on or about ______________, 1998. Until such date, the Rights Agent will hold all Basic funds received in payment of the Subscription Rights issued Price in escrow and will not deliver any funds to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (Unistar until the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder shares of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed in the Prospectus (as defined herein)Unistar Common Stock have been issued. (d) The Rights Executone will expire at 5:00 p.m., New York City time, on May 24, 2018 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment decide all questions as to the holders validity, form, eligibility (including times of unexercised Rightsreceipt and beneficial ownership) and acceptance of subscription forms. (e) All funds from A holder may transfer all or a portion of its Rights by endorsing and delivering to the exercise of Basic Subscription Rights and Over-Subscription Agent its Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), as subscription agent (in this contextcertificate. The holder must properly endorse the certificate for transfer, the “Subscription Agent”), signature must be guaranteed by a bank or securities broker and held the certificate must be accompanied by instructions to reissue the Rights in a segregated account with the Subscription Agent pending a final determination name of the number of Rights Shares and Rights Warrants to be issued pursuant to person purchasing the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct Rights Agent will reissue certificates for the transferred Rights to the purchaser, and will reissue a closing of certificate for the Rights Offering (a “Closing”) at its sole discretion at any time following balance, if any, to such holder if it is able to do so before the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, Participating Warrants and Options shall receive one Right for each share of Common Stock and each share of Common Stock underlying each Participating Warrant and Option held of record at the close of business on May 9February 14, 2018 2019 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 [ ] Rights Warrants for each Right held (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotmentproration, allotment and stock ownership limitations, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24[ ], 2018 2019 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretiondiscretion up to 45 days after the Expiration Date. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer SolutionsAmerican Stock Transfer & Trust Company, Inc. LLC (“BroadridgeAST”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, Listed Warrants shall receive one Right for each share 20 shares of Common Stock and each 20 Listed Warrants held of record at the close of business on May 9January 26, 2018 2017 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants Unit for each Right held (the “Basic Subscription Right”). The Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities the Preferred Stock comprising the Units will separate at Closing and will be issued in as separate securities. Rights holders will only be entitled to purchase a number of Units representing a whole number of Rights Shares, rounded down to the Rights Offeringnearest whole number of Units a holder would otherwise be entitled to purchase. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription RightPrivilege”). The Over-Subscription Right Privilege shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right Privilege are subject to allotment, as more fully discussed in the Prospectus (as defined herein). If the Rights Offering is oversubscribed (after taking into account all Over-Subscription requests), the Company may increase the size of the Rights Offering by up to 20%, and the Company will allocate such increased amount pro rata among its stockholders and holders of Listed Warrants who exercise both their Basic Subscription Right and their Over-Subscription Privilege, as described in the Prospectus. (d) The Rights will expire at 5:00 p.m., New York City Eastern time, on May 24February 17, 2018 2017 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights Privileges will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Units, Rights Shares and Rights Warrants Preferred Stock to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription RightsPrivileges. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, Series B Preferred Stock shall receive one Right for each share of Common Stock and Series B Preferred Stock (on an as-if-converted-to-common-stock basis) held of record at the close of business 5:00 p.m., Eastern Time, on May 9June 26, 2018 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 200 Rights Warrants for each Right held (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24July 13, 2018 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017certain outstanding warrants, shall receive one Right for each share of Common Stock held of record at the close of business on May 921, 2018 2019 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 one hundred twenty-five (125) Rights Warrants for each Right held (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24June 12, 2018 2019 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Over- Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”)Inc., as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The On the terms and subject to the conditions set forth herein, the Company proposes shall distribute, at no charge, to undertake the each Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive Holder one non-transferable Right for each every share of Common Stock held of record at owned by such Rights Holder on the close of business on May 9, 2018 Record Date (the “Record DateDistribution”). Holders of Rights Each whole Right will be entitled entitle the holder thereof to subscribe for and purchase, purchase at the Subscription Price, one (1) Rights Share and 284 Rights Warrants for each Right held (Price the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in number of shares of Common Stock determined by dividing 900,000,000 by the Rights Offeringtotal number of shares of Common Stock outstanding on the Record Date. (b) The Rights will not trade or (including under both the Basic Subscription Right and the Over-Subscription Right) may be listed for quotation exercised during a period (the “Subscription Period”) commencing on any exchange or servicethe date on which the Rights are issued to Rights Holders and ending no more than 16 days thereafter (the “Expiration Time”), and shall be non-transferablesubject to extension by the Company. (c) Any holder Each Rights Holder that wishes to exercise all or a portion of its Rights who fully exercises all under the Basic Subscription Right shall, during the Subscription Period and prior to the Expiration Time, follow the instructions set forth in the Registration Statement (as defined below) and related materials to exercise such Rights. On the Closing Date (as defined below), the Company shall issue to each Rights issued Holder that validly exercised its Rights under the Basic Subscription Right the number of Offered Shares to which such holder Rights Holder is entitled based on such exercise. (d) Each Rights Holder that exercises in full its Basic Subscription Right will be entitled under the Over- Subscription Right to subscribe for Units which were additional shares of Common Stock at the Subscription Price pursuant to the instructions set forth in the Registration Statement and related materials to the extent that other Rights Holders elect not otherwise to exercise all of their respective Rights to subscribe for and purchase all of the Offered Shares under the Basic Subscription Right; provided that no Rights Holder shall be entitled to purchase more Offered Shares under the Over-Subscription Right than such Rights Holder subscribed for by others pursuant to their under the Basic Subscription Right. If the number of Offered Shares remaining after the exercise of Rights under the Basic Subscription Right (the “Remaining Offered Shares”) is not sufficient to satisfy all requests for Offered Shares under the Over-Subscription Right”). The , the Rights Holders that exercised their Rights under the Over-Subscription Right will be allocated such Remaining Offered Shares as follows: the number of Remaining Offered Shares allotted to each Rights Holder participating in the Over-Subscription Right shall allow a holder be the product (rounded to the nearest whole number so that the Subscription Price multiplied by the aggregate number of a Right to subscribe Offered Shares does not exceed the Aggregate Offering Amount) obtained by multiplying (i) the number of Offered Shares such Rights Holder subscribed for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to under the Over-Subscription Right are subject by (ii) a fraction the numerator of which is (A) the number of Remaining Offered Shares and the denominator of which is (B) the total number of Offered Shares sought to allotment, as more fully discussed be subscribed for under the Over- Subscription Right by all Rights Holders participating in such Over-Subscription Right. If the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24, 2018 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders number of unexercised Rights. (e) All funds from Remaining Offered Shares allocated after the exercise of Basic Subscription Rights and the Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination Right is less than all of the number shares of Common Stock a Rights Shares and Rights Warrants to be issued pursuant to Holder subscribed for under the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing Right, then any excess payment for shares of Common Stock not issued to the Rights Holder will be returned to such Rights Holder by mail, without interest or deduction, within 10 Business Days after the Expiration Time of the Rights Offering (Offering. For purposes of this Agreement, “Business Day” shall mean any day other than a “Closing”) at its sole discretion at any time following the Expiration DateSaturday, Sunday or one on which banks are authorized to close in New York, New York.

The Rights Offering. (a) The On the terms and subject to the conditions set forth herein, the Company proposes shall distribute, at no charge, to undertake the each Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive Holder one non-transferable Right for each every share of Common Stock held of record at owned by such Rights Holder on the close of business on May 9, 2018 Record Date (the “Record DateDistribution”). Holders of Rights Each whole Right will be entitled entitle the holder thereof to subscribe for and purchase, purchase at the Subscription Price, one (1) Rights Share and 284 Rights Warrants for each Right held (Price the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in number of shares of Common Stock determined by dividing 900,000,000 by the Rights Offeringtotal number of shares of Common Stock outstanding on the Record Date. (b) The Rights will not trade or (including under both the Basic Subscription Right and the Over-Subscription Right) may be listed for quotation exercised during a period (the “Subscription Period”) commencing on any exchange or servicethe date on which the Rights are issued to Rights Holders and ending no more than 16 days thereafter (the “Expiration Time”), and shall be non-transferablesubject to extension by the Company. (c) Any holder Each Rights Holder that wishes to exercise all or a portion of its Rights who fully exercises all under the Basic Subscription Right shall, during the Subscription Period and prior to the Expiration Time, follow the instructions set forth in the Registration Statement (as defined below) and related materials to exercise such Rights. On the Closing Date (as defined below), the Company shall issue to each Rights issued Holder that validly exercised its Rights under the Basic Subscription Right the number of Offered Shares to which such holder Rights Holder is entitled based on such exercise. (d) Each Rights Holder that exercises in full its Basic Subscription Right will be entitled under the Over-Subscription Right to subscribe for Units which were additional shares of Common Stock at the Subscription Price pursuant to the instructions set forth in the Registration Statement and related materials to the extent that other Rights Holders elect not otherwise to exercise all of their respective Rights to subscribe for and purchase all of the Offered Shares under the Basic Subscription Right; provided that no Rights Holder shall be entitled to purchase more Offered Shares under the Over-Subscription Right than such Rights Holder subscribed for by others pursuant to their under the Basic Subscription Right. If the number of Offered Shares remaining after the exercise of Rights under the Basic Subscription Right (the “Remaining Offered Shares”) is not sufficient to satisfy all requests for Offered Shares under the Over-Subscription Right”). The , the Rights Holders that exercised their Rights under the Over-Subscription Right will be allocated such Remaining Offered Shares as follows: the number of Remaining Offered Shares allotted to each Rights Holder participating in the Over-Subscription Right shall allow a holder be the product (rounded to the nearest whole number so that the Subscription Price multiplied by the aggregate number of a Right to subscribe Offered Shares does not exceed the Aggregate Offering Amount) obtained by multiplying (i) the number of Offered Shares such Rights Holder subscribed for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to under the Over-Subscription Right are subject by (ii) a fraction the numerator of which is (A) the number of Remaining Offered Shares and the denominator of which is (B) the total number of Offered Shares sought to allotment, as more fully discussed be subscribed for under the Over-Subscription Right by all Rights Holders participating in such Over-Subscription Right. If the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24, 2018 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders number of unexercised Rights. (e) All funds from Remaining Offered Shares allocated after the exercise of Basic Subscription Rights and the Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination Right is less than all of the number shares of Common Stock a Rights Shares and Rights Warrants to be issued pursuant to Holder subscribed for under the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing Right, then any excess payment for shares of Common Stock not issued to the Rights Holder will be returned to such Rights Holder by mail, without interest or deduction, within 10 Business Days after the Expiration Time of the Rights Offering (Offering. For purposes of this Agreement, “Business Day” shall mean any day other than a “Closing”) at its sole discretion at any time following the Expiration DateSaturday, Sunday or one on which banks are authorized to close in New York, New York.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for each share of Common Stock and for each June 0000 Xxxxxxx held of record at the close of business on May 9July 1, 2018 2020 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants Unit for each Right held (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotmentproration, allotment and stock ownership limitations, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24[July 15, 2018 2020 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretiondiscretion up to 45 days after the Expiration Date. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer SolutionsComputershare Trust Company, Inc. N.A. (“Broadridge”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Class A Common Stock, Class B Common Stock and each holder of warrants issued December 22, 2017, Warrants shall receive one Right five Rights for each every share of Class A Common Stock and Class B Common Stock held of record by such holder or into which Class A Common Stock is exercisable pursuant to an existing Warrant, as the case may be, at the close of business on May 9___________, 2018 2023 (the “Record Date”). Holders of Rights (each, a “Holder”) will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants share of Class A Common Stock for each every Right held granted to Holders on the Record Date (the “Basic Subscription Right”). In addition, the Company is registering the resale of the Rights may only be exercised for whole Right Shares distributed to the Company’s principal stockholders, directors and Rights Warrants; no fractional securities will be issued executive officers as named in the Rights Offeringprospectus included in the Registration Statement (as defined below). (b) The Rights will not trade or shall be transferable, and the Company has applied for the Rights and the Rights Shares to be listed for quotation trading on any exchange or service, and shall be non-transferableThe Nasdaq Capital Market (“Nasdaq”). (c) Any holder of Rights Holder who fully exercises all Basic Subscription Rights issued to such holder Holder is entitled to subscribe for Units Rights Shares which were not otherwise subscribed for by others other Holders pursuant to their Basic Subscription Rights (the “Over-Subscription RightPrivilege”). The Over-Subscription Right Privilege shall allow a holder of a Right Holder to subscribe for an additional amount any or all of Units above the amount Rights Shares which such holder was were not otherwise entitled to subscribesubscribed for as of the Expiration Date (as defined below). Units Rights Shares acquired pursuant to the Basic Subscription Right and the Over-Subscription Right Privilege are subject to allotmentcertain limitations and pro rata allocation, as more fully discussed in the Prospectus (as defined herein). (d) The Unless extended as provided in the Prospectus (as defined below), the Rights will are intended to expire at 5:00 p.m., New York City Eastern time, on May 24__________, 2018 2023 (the “Expiration Date”). The Notwithstanding the foregoing, the Company shall have the right to extend the Expiration Date for up to an additional thirty (30) calendar days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will Privileges shall be deposited with Broadridge Corporate Issuer Solutionsa bank or other financial institution and Colonial Stock Transfer Company, Inc. (“Broadridge”), shall act as the subscription and escrow agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription RightsPrivileges. The As soon as practicable after the Expiration Date, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date).

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right ___ Rights for each share of Common Stock held of record at the close of business on May 9__________, 2018 2016 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants Unit for each Right held (the “Basic Subscription Right”). The Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities Warrants comprising the Units will separate at Closing and will be issued in as separate securities. Rights holders will only be entitled to purchase a number of Units representing a whole number of Rights Shares, rounded down to the Rights Offeringnearest whole number of Units a holder would otherwise be entitled to purchase. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription RightPrivilege”). The Over-Subscription Right Privilege shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right Privilege are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City Eastern time, on May 24_______, 2018 2016 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights Privileges will be deposited with Broadridge Corporate Issuer SolutionsStock Transfer, Inc. (“BroadridgeCST”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Units, Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription RightsPrivileges. The Company may conduct a closing of the Rights Offering (a the “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which (i) each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for every four shares of Common Stock, and (ii) each share holder of the Series D Preferred Stock shall receive one Right for every four shares of Common Stock that such holder would receive upon conversion in full of such preferred stock held of record at the close of business on May 918, 2018 2021 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants for each Right held (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights WarrantsShares; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units Rights Shares which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units Rights Shares above the amount which such holder was otherwise entitled to subscribe. Units Rights Shares acquired pursuant to the Over-Subscription Right are subject to allotmentproration, allotment and stock ownership limitations, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24June 3, 2018 2021 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretiondiscretion up to 45 days after the Expiration Date. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, Warrants shall receive one Right ten Rights for each share of Common Stock held of record by such holder or for which a Warrant is exercisable, as the case may be, at the close of business on May 9[________ ___], 2018 2019 (the “Record Date”). Holders of Rights (each a “Holder”) will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants share of Preferred Stock for each every Right held granted to Holders on the Record Date (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferabletransferable and will not be listed for trading on any stock exchange or market. The Preferred Stock does not presently trade and is not listed on any national securities exchange or automated quotation system; however, it is the Company’s intention for the Preferred Stock to trade in the over-the-counter market and to be quoted on the OTCQX marketplace operated by the OTC Markets Group (the “OTCQX Market”). (c) Any holder of Rights Holder who fully exercises all Basic Subscription Rights issued to such holder Holder is entitled to subscribe for Units Rights Shares which were not otherwise subscribed for by others other Holders pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right Holder to subscribe for an additional amount any or all of Units above the amount Rights Shares which such holder was were not otherwise entitled to subscribesubscribed for as of the Expiration Date (as defined below). Units Rights Shares acquired pursuant to the Basic Subscription Right and the Over-Subscription Right Rights are subject to allotmentcertain limitations and pro rata allocation, as more fully discussed in the Prospectus Offering Circular (as defined herein), including, without limitation, the 10% limitation set forth in Rule 251(d)(2)(i)(C) under the Securities Act of 1933, as amended (the “Securities Act”). (d) The Unless extended as provided in the Offering Circular, the Rights will are intended to expire at 5:00 p.m., New York City time, on May 24, 2018 the date which is [___] calendar days after the Offering Statement is qualified by the Commission (the “Expiration Date”). The Notwithstanding the foregoing, the Company shall have the right to extend the Expiration Date for up to an additional 45 calendar days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer SolutionsContinental Stock Transfer & Trust Company, Inc. (“Broadridge”)LLC, as the subscription and escrow agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The As soon as practicable after the Expiration Date, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date).

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for each share of Common Stock held of record at the close of business on May 9____, 2018 2017 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 _______ Rights Warrants for each Right held (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24_____, 2018 2017 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, Participating Securities shall receive one Right for each share of Common Stock and each share of Common Stock underlying each of the Participating Securities held of record at the close of business on May 9September 23, 2018 2022 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants Unit for each Right held (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotmentproration, allotment and stock ownership limitations, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24October 10, 2018 2022 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretiondiscretion up to 45 days after the Expiration Date. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer SolutionsAmerican Stock Transfer & Trust Company, Inc. LLC (“Broadridge”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for each share of Common Stock held of record at the close of business on May 9, 2018 [●] (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 one (1) Rights Warrants for each Right held (the “Basic Subscription Right”); provided that the Company shall only accept subscriptions for 9,000,000 Units (the “Subscription Cap”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotmentallotment and to the Subscription Cap, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24[●], 2018 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. Continental Stock Transfer & Trust Company (“BroadridgeContinental”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one 0.20991 of a Right for each share of Common Stock held of record at the close of business on May 9November 29, 2018 2016 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants share of Common Stock for each every Right held granted to Holders on the Record Date (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. The Rights Shares are expected to be listed on the Nasdaq Capital Market (the “NasdaqCM”) and shall be transferable in accordance with applicable state “blue sky” laws, rules and regulations. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units Rights Shares which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount equal to any and all of Units above the amount Rights Shares which such holder was were not otherwise entitled to subscribesubscribed for as of the Expiration Date (as defined below). Units Rights Shares acquired pursuant to the Over-Subscription Right Rights are subject to allotmentallotment and certain limitations (including the allocation of certain Rights Shares not subscribed for pursuant to the Basic Subscription Right to certain standby purchasers)and pro rata allocation, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24December 22, 2018 2016, (the “Expiration Date”). The Company shall have the right to extend the Expiration Date for up to an additional 30 trading days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”)Inc., as the subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The As soon as is practicable, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date).

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for each share of Common Stock held of record at the close of business on May 9December 1, 2018 2017 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 [__] Rights Warrants for each Right held (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24[__], 2018 2017 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. Continental Stock Transfer & Trust Company (“BroadridgeContinental”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for each every share of Common Stock held of record by such holder at the close of business on May 9August 17, 2018 2020 (the “Record Date”). Holders of Rights (each a “Holder”) will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants Unit for each every Right held granted to Holders on the Record Date (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferabletransferable and will not be listed for trading on any stock exchange or market. The Rights Shares will be listed for trading on the New York Stock Exchange. The Company will apply for the Warrants to be traded or quoted on the . (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount equal to any and all of the Units above which were not otherwise subscribed for as of the amount which such holder was otherwise entitled to subscribeExpiration Date (as defined below). Units acquired pursuant to the Over-Subscription Right Rights are subject to allotmentallotment and pro rata allocation, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City Eastern time, on May 24September 16, 2018 2020, (the “Expiration Date”). The Company shall have the right to extend the Expiration Date for up to an additional 45 days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with submitted to Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”)Inc., as the subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants Units to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The As soon as is practicable after the Expiration Date, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date).

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for each share of Common Stock held of record at the close of business on May 9December 1, 2018 2017 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 one-half (1/2) Rights Warrants for each Right held (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24December 15, 2018 2017 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. Continental Stock Transfer & Trust Company (“BroadridgeContinental”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for each share of Common Stock held of record at the close of business on May 9September 23, 2018 2010 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Unit consisting of one Rights Share and 284 one Rights Warrants Warrant for each every Right held granted to such holder on the Record Date (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be transferable and will not be listed for quotation trading on the NYSE Amex or any other stock exchange or servicetrading market or quoted on the OTC Bulletin Board. The Rights Shares, but not the Rights Warrants, are expected to be traded on the NYSE Amex and shall be non-transferabletransferable in accordance with, applicable securities rules and regulations. The shares of Common Stock issuable upon exercise of the Rights Warrants (the “Underlying Shares”) are expected to be traded on the NYSE and shall be transferable in accordance with applicable securities rules and regulations. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount amount, provided no Over-Subscription Right will be honored if, when aggregated with such holder’s existing ownership, the Rights Shares and Rights Warrants acquired with the Rights Offering would result in such person or entity, together with any related persons or entities, owning in excess of Units above 9.9% of the amount which such holder was otherwise entitled to subscribeCompany’s issued and outstanding shares of Common Stock (on a fully diluted basis) following the closing of the transactions contemplated by the Rights Offering. Units Rights Shares and Rights Warrants acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24October 29, 2018 2010 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”)Illinois Stock Transfer Co., as the subscription agent (in this context, the “Subscription Agent”), ) and held in a segregated account with the Subscription Agent pending notification by the Company that the subscriptions have been accepted. There is no minimum number of Basic Subscription Rights and the Company may accept the funds deposited with respect to Basic Subscription Rights at any time or from time to time prior to the Expiration Date. All funds from the exercise of the Over-Subscription Rights will be deposited with Subscription Agent and held in a segregated account (which may be the same account as used for the funds deposited with respect to Basic Subscription Rights) pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The As soon as is practicable, the Company may shall conduct a final closing of the Rights Offering (a the “Final Closing”) at its sole discretion at any time following the Expiration Date).

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for each share of Common Stock held of record at the close of business on May 9February 25, 2018 2015 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants share of Common Stock for each every Right held granted to you on the Record Date (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. The Rights Shares are expected to be listed on the Nasdaq Capital Market and shall be transferable in accordance with, applicable state “blue sky” laws, rules and regulations. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units Rights Shares which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Over Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount equal to up to 100% of Units above the amount Rights Shares which such holder was were not otherwise entitled to subscribesubscribed for as of the Expiration Date (as defined below). Units Rights Shares acquired pursuant to the Over-Subscription Right are subject to allotmentallotment and pro rata allocation, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24March 13, 2018 2015, (the “Expiration Date”). The Company shall have the right to extend the Expiration Date for up to an additional 30 trading days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”)Securities Transfer Corporation, as the subscription agent (in this context, the “Subscription Agent”), ) and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The As soon as is practicable, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at ). In no event will the Company raise more than $17,000,000 in this Rights Offering, unless such maximum offering amount is waived by the Company, in its sole discretion at any time following the Expiration Datediscretion.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Stock Right for each share of Common Stock held of record at the close of business on May 9August 15, 2018 2016 (the “Record Date”). Holders of Rights (each a “Holder”) will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants share of Common Stock for each every Stock Right held granted to Holders on the Record Date (the “Basic Subscription Right”). ; provided that, the Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offeringa maximum of $100,000,000 of subscription proceeds. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. The Rights Shares are expected to be quoted on the OTCQX Marketplace and shall be transferable in accordance with applicable state “blue sky” laws, rules and regulations. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units Rights Shares which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount equal to any and all of Units above the amount Rights Shares which such holder was were not otherwise entitled to subscribesubscribed for as of the Expiration Date (as defined below). Units Rights Shares acquired pursuant to the Over-Subscription Right Rights are subject to allotmentallotment and pro rata allocation, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24August 29, 2018 2016, (the “Expiration Date”). The Company shall have the right to extend the Expiration Date for up to an additional 30 days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”)Computershare Inc., as the subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The As soon as is practicable after the Expiration Date, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following ). In no event will the Expiration DateCompany raise more than $100,000,000 in this Rights Offering.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for each share of Common Stock (or, in the case of the Participating Securities, each share of Common Stock underlying such Participating Security) held of record at the close of business on May 9December 6, 2018 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants Unit for each Right held (the “Basic Subscription Right”); provided; however, that the investors signatory to that certain Securities Purchase Agreement, dated January 5, 2018 (the “Participating Investors”), shall be entitled to purchase up to an aggregate of thirty percent (30%) of the Units underlying the Rights in accordance with the terms of such agreement (the “Participation Rights”) . Rights may only be exercised for whole Right Rights Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. The Rights Shares and Rights Warrants comprising the Units will separate at Closing (as defined herein) and will be issued as separate securities. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. The Rights Shares will not trade or be listed for quotation on any exchange or service. The Rights Warrants and the shares of Common Stock issuable upon conversion of the Rights Shares and exercise of the Rights Warrants are expected to be listed on The Nasdaq Capital Market (“NASDAQ”) and shall be transferable in accordance with applicable securities laws, rules and regulations. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which were not otherwise subscribed for as of the Expiration Date (as defined below) and which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotmentallotment and certain limitations and pro rata allocation, as more fully discussed in the Prospectus Supplements (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24December 21, 2018 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights and the purchase of Units by the Participating Investors in connection with the Participation Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of the Basic Subscription Rights, the Over-Subscription Rights and Over-Subscription the Participation Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, or a Participating Warrant shall receive one Right for each share of Common Stock (or, in the case of the Participating Warrants, each share of Common Stock underlying such Participating Warrant) held of record at the close of business on May 9February 14, 2018 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants Unit for each Right held (the “Basic Subscription Right”). The Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities Warrants comprising the Units will separate at Closing and will be issued in as separate securities. Rights holders will only be entitled to purchase a number of Units representing a whole number of Rights Shares, rounded down to the Rights Offeringnearest whole number of Units a holder would otherwise be entitled to purchase. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription RightPrivilege”). The Over-Subscription Right Privilege shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right Privilege are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24March 2, 2018 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights Privilege will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Units, Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription RightsPrivilege. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, Participating Warrants shall receive one Right for each share of Common Stock and each share of Common Stock underlying each Participating Warrant held of record at the close of business on May 9July 24, 2018 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 one (1) Rights Warrants Warrant for each Right held (the “Basic Subscription Right”), subject to allotment, as more fully discussed in the Prospectus (as defined herein). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotmentproration allotment and stock ownership limitations, as more fully discussed in the Prospectus (as defined herein)Prospectus. (d) The Rights will expire at 5:00 p.m., New York City Eastern time, on May 24August 8, 2018 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes Subject to undertake Section 2.1(f), on the Rights Offering pursuant Launch Date or as promptly as practicable thereafter, the Partnership will distribute to which each holder of Common Stock and each holder Units or General Partner Units as of warrants issued December 22, 2017, shall receive one Right for each share of Common Stock held of record at the close of business on May 9a record date for such distribution established by the Conflicts Committee, 2018 which record date shall be no earlier than the next Business Day after the Transaction Fee Payment Date if the Transaction Fee is to be paid in Common Units, in respect of each Common Unit and General Partner Unit held by such holder, 0.35 Rights pursuant to and in accordance with the provisions of this Section 2.1. Such distribution, the related offering of securities for which the Rights are exercisable, and the issuance of such securities to the extent that the Rights are exercised (including those for which oversubscription privileges are exercised and also including the issuance of the Warrants), as more fully described in this Section 2.1, are referred to herein collectively as the “Rights Offering”. (a) Each whole right (a “Right”) will entitle the holder thereof to subscribe for and purchase from the Partnership one Common Unit for a subscription price of $2.50 per Common Unit (the “Record DateRight Subscription Price”)) for which such holder’s Rights are exercised. Holders No fractional Common Units will be issued pursuant to the Rights Offering; accordingly, any Person exercising Rights would be entitled to exercise for an aggregate number of Common Units that is rounded down to the nearest whole number. The Rights will be evidenced by one or more detachable subscription certificates (which may be evidenced by one global certificate) in form and substance reasonably acceptable to the Partnership and the NGP Parties. (b) The holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) exercise such Rights Share and 284 Rights Warrants for each Right held (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in from the Rights Offering. (b) The Offering Distribution Date until the Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferableOffering Expiration Time. (c) Any holder The Rights Offering will include oversubscription privileges for each Person timely exercising Rights in full, which privilege will permit each such Person to purchase any Common Units, at the Right Subscription Price, for which Rights were exercisable but with respect to which Rights were not exercised, subject to a pro rata allotment (based on relative participation (i.e., number of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed exercised) in the Prospectus (as defined herein)initial exercise of Rights) among all such Persons exercising such privilege. (d) The In addition, the Partnership will issue to each Person exercising Rights will expire at 5:00 p.m., New York City time, on May 24, 2018 (for no additional consideration) one Warrant in respect of each Common Unit purchased by such Person in the “Expiration Date”Rights Offering (including Common Units purchased pursuant to the oversubscription privilege). The Company shall have Warrants will be evidenced by one or more certificates (which may be evidenced by one global certificate) substantially in the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights.form attached hereto as Exhibit E. (e) All funds from In connection with the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), as subscription agent (in this contextOffering, the Partnership will: (i) prepare a prospectus supplement to the base prospectus in the Registration Statement (the “Subscription AgentRights Offering Prospectus”)) covering the Common Units for which the Rights are exercisable, the Warrants, and held in the Common Units for which the Warrants are exercisable; (ii) at least five Business Days before the Rights Offering Distribution Date, provide a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing copy of the Rights Offering Prospectus to the NGP Parties for review and comment; (iii) enter into a rights agent agreement with a bank or other intermediary, which agreement and such intermediary must be reasonably acceptable to both the Partnership and the NGP Parties, and which agreement will (among other things) appoint such intermediary as the rights agent (the “ClosingRights Agent”) for the Rights Offering; (iv) enter into a warrant agent agreement with a bank or other intermediary including terms substantially similar to those set forth in Exhibit E, which agreement and such intermediary must be reasonably acceptable to both the Partnership and the NGP Parties, and which agreement will (among other things) appoint such intermediary as the warrant agent for the Warrants; (v) enter into such agreements with, and provide such instruments and documents to, NASDAQ, DTC and the Partnership’s transfer agent as are reasonably necessary or appropriate to consummate the Rights Offering; and (vi) use its best efforts to as promptly as practicable take any and all action necessary or appropriate to keep effective all registrations, permits, consents and approvals of the SEC and any other applicable Governmental Authorities, and make such filings under applicable Laws as are reasonably necessary or appropriate in connection with the Rights Offering; provided, that none of the foregoing requires the Partnership to disclose material non-public information regarding the Partnership Group if the Conflicts Committee determines in good faith that it is in the best interest of the Partnership not to disclose such information at its such time and the Partnership is not otherwise required to disclose such information hereunder. (f) The obligations of the Partnership set forth in this Section 2.1 will be subject to the fulfillment (or the waiver by the Conflicts Committee on behalf of the Partnership, which may be granted or withheld in the Conflicts Committee’s sole discretion discretion) of each condition precedent listed in this Section 2.1(f). (i) All conditions set forth in Section 8.1 have been fulfilled prior to the Rights Offering Distribution Date; (ii) No Action is pending or threatened in writing that seeks to restrain or prohibit the consummation of, or otherwise challenges the legality or validity of, the launch or consummation of the Rights Offering or the exercise by the NGP Parties and Eagle Rock GP of the Rights as required by Section 2.2(a); (iii) No Order has been issued and is continuing that restrains or prohibits the launch or consummation of the Rights Offering or the exercise by the NGP Parties and Eagle Rock GP of the Rights as required by Section 2.2(a); (iv) The representations and warranties of the NGP Parties, as applicable, set forth in Section 9.2 are true and correct in all material respects on the Rights Offering Launch Date, as though made at any time following and as of the Expiration Rights Offering Launch Date; (v) The NGP Parties have performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Rights Offering Launch Date; and (vi) The NGP Parties have delivered to the Partnership an officer’s certificate, dated the Rights Offering Launch Date, to the effect that the conditions set forth in Sections 2.1(f)(iv) and (v) have been satisfied.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for each share of Common Stock held of record at the close of business on May 9___________, 2018 2009 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one two (12) Rights Share and 284 Rights Warrants Shares for each Right held (the “Basic Subscription Right”). Rights may only be exercised for two (2) whole Right Shares and Rights WarrantsShares; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferabletransferable only to the extent required by, and in accordance with, applicable state “blue sky” laws, rules and regulations. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units Rights Shares which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount equal to up to 400% of Units above the amount Rights Shares for which such holder was otherwise entitled to subscribe. Units Rights Shares acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24___________, 2018 2009 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date for up to an additional 45 business days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. Continental Stock Transfer & Trust Company (“BroadridgeContinental”), as subscription agent (in this context, the “Subscription Agent”), ) and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The As soon as is practicable following the time that the Company may has raised a minimum of $2,500,000 (the “Minimum Amount”) from the exercise of Basic Subscription Rights and Over-Subscription Rights prior the Expiration Date, the Company shall conduct a closing of the Rights Offering (a “Closing”). It is understood and agreed that the Company’s Board of Directors (or a duly appointed committee thereof) at its sole discretion at any time following shall have the right to approve a lowering or waiver of the Minimum Amount with the prior written consent of the Dealer Manager (as defined below), such consent not to be unreasonably withheld or delayed. One or more Closings may occur prior to the Expiration Date. In no event will the Company raise more than $20,000,000 in this Rights Offering.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for each share of Common Stock held of record at the close of business on May 920, 2018 2016 (the “"Record Date”"). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 0.5 of a Rights Warrants Warrant for each Right held (the “"Basic Subscription Right”"). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “"Over-Subscription Right”"). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24June 9, 2018 2016 (the “"Expiration Date”"). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“"Broadridge”"), as subscription agent (in this context, the “"Subscription Agent”"), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “"Closing”") at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Class A Common Stock, Class B Common Stock and each holder of warrants issued December 22, 2017, Warrants shall receive one Right five Rights for each every share of Class A Common Stock and Class B Common Stock held of record by such holder or into which Class A Common Stock is exercisable pursuant to an existing Warrant, as the case may be, at the close of business on May 9August 18, 2018 2023 (the “Record Date”). Holders of Rights (each, a “Holder”) will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants share of Class A Common Stock for each every Right held granted to Holders on the Record Date (the “Basic Subscription Right”). In addition, the Company is registering the resale of the Rights may only be exercised for whole Right Shares distributed to the Company’s principal stockholders, directors and Rights Warrants; no fractional securities will be issued executive officers as named in the Rights Offeringprospectus included in the Registration Statement (as defined below). (b) The Rights will not trade or shall be transferable, and the Company has applied for the Rights and the Rights Shares to be listed for quotation trading on any exchange or service, and shall be non-transferableThe Nasdaq Capital Market (“Nasdaq”). (c) Any holder of Rights Holder who fully exercises all Basic Subscription Rights issued to such holder Holder is entitled to subscribe for Units Rights Shares which were not otherwise subscribed for by others other Holders pursuant to their Basic Subscription Rights (the “Over-Subscription RightPrivilege”). The Over-Subscription Right Privilege shall allow a holder of a Right Holder to subscribe for an additional amount any or all of Units above the amount Rights Shares which such holder was were not otherwise entitled to subscribesubscribed for as of the Expiration Date (as defined below). Units Rights Shares acquired pursuant to the Basic Subscription Right and the Over-Subscription Right Privilege are subject to allotmentcertain limitations and pro rata allocation, as more fully discussed in the Prospectus (as defined herein). (d) The Unless extended as provided in the Prospectus (as defined below), the Rights will are intended to expire at 5:00 p.m., New York City Eastern time, on May 24September 21, 2018 2023 (the “Expiration Date”). The Notwithstanding the foregoing, the Company shall have the right to extend the Expiration Date for up to an additional thirty (30) calendar days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will Privileges shall be deposited with Broadridge Corporate Issuer Solutionsa bank or other financial institution and Colonial Stock Transfer Company, Inc. (“Broadridge”), shall act as the subscription and escrow agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription RightsPrivileges. The As soon as practicable after the Expiration Date, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date).

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for each share of Common Stock held of record at the close of business on May 9September 4, 2018 2015 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants share of Common Stock for each every Right held granted to Holders on the Record Date (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. The Rights Shares are expected to be listed on the Nasdaq Capital Market and shall be transferable in accordance with applicable state “blue sky” laws, rules and regulations. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units Rights Shares which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount equal to any and all of Units above the amount Rights Shares which such holder was were not otherwise entitled to subscribesubscribed for as of the Expiration Date (as defined below). Units Rights Shares acquired pursuant to the Over-Subscription Right Rights are subject to allotmentallotment and pro rata allocation, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24September 18, 2018 2015, (the “Expiration Date”). The Company shall have the right to extend the Expiration Date for up to an additional 30 trading days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”)Securities Transfer Corporation, as the subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The As soon as is practicable, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at ). In no event will the Company raise more than $11,000,000 in this Rights Offering, unless such maximum offering amount is waived by the Company, in its sole discretion at any time following the Expiration Datediscretion.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each warrant holder of warrants issued December 22, 2017, shall receive one Right for each share of Common Stock held of record record, and each share of Common Stock into which warrants held by such warrant holders were exercisable, at the close of business on May 9October 13, 2018 2017 (the “Record Date”). Holders of Rights (each a “Holder”) will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants share of Common Stock for each every Right held granted to Holders on the Record Date (the “Basic Subscription Right”). The Company will initially distribute, at no charge, Rights may only be to purchase up to an aggregate of 12,000,000 shares of Common Stock. If, however, the aggregate number of shares of Common Stock for which Rights are exercised for whole Right Shares and exceeds 12,000,000 shares, the Company’s Board of Directors, in its sole discretion, will have the right, but not the obligation, to increase the size of the Rights Warrants; no fractional securities will be issued Offering by Rights to purchase up to an additional 3,000,000 shares of Common Stock (or Rights to purchase up to a maximum of 15,000,000 shares of Common Stock in the Rights Offering). (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. The Rights Shares are expected to be traded on the Nasdaq Capital Market and shall be transferable in accordance with applicable state “blue sky” laws, rules and regulations. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units Rights Shares which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription RightPrivilege”). The Over-Subscription Right Privilege shall allow a holder of a Right to subscribe for an additional amount equal to any and all of Units above the amount Rights Shares which such holder was were not otherwise entitled to subscribesubscribed for as of the Expiration Date (as defined below). Units Rights Shares acquired pursuant to the Over-Subscription Right Privilege are subject to allotmentallotment and pro rata allocation, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24November 8, 2018 2017, (the “Expiration Date”). The Company shall have the right to extend the Expiration Date for up to an additional 30 days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights Privilege will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”)Continental Stock Transfer & Trust Company, as the subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription RightsPrivilege. The As soon as is practicable after the Expiration Date, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date).

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder holders of warrants issued December 22certain of the Company’s instruments convertible, 2017exercisable or exchangeable into Common Stock, on an as converted basis, shall receive one Right for each share of Common Stock held of record at the close of business owned and settled (as applicable) by, 4:00 p.m., New York City time, on May 9August 3, 2018 (the “Record Date”). Holders of Rights (each a “Holder”) will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants share of Common Stock for each every Right held granted to Holders on the Record Date (the “Basic Subscription Right”). ; provided that, the Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offeringa maximum of $50,000,000 of subscription proceeds. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units Rights Shares which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription RightPrivilege”). The Over-Subscription Right Privilege shall allow a holder of a Right to subscribe for an additional amount equal to any and all of Units above the amount Rights Shares which such holder was were not otherwise entitled to subscribesubscribed for as of the Expiration Date (as defined below). Units Rights Shares acquired pursuant to the Over-Subscription Right Privilege are subject to allotmentallotment and pro rata allocation, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24August 27, 2018 2018, (the “Expiration Date”). The Company shall have the right to extend the Expiration Date for up to an additional 30 days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights Privilege will be deposited with Broadridge Corporate Issuer SolutionsAmerican Stock Transfer & Trust Company, Inc. (“Broadridge”)LLC, as the subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription RightsPrivilege. The As soon as is practicable after the Expiration Date, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date).

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for each share of Common Stock held of record at the close of business on May 9June 14, 2018 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 323 Rights Warrants for each Right held (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24June 28, 2018 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer SolutionsPhiladelphia Stock Transfer, Inc. (“BroadridgePST”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017[__], shall receive one Right for each share of Common Stock held of record at the close of business on May 9[__], 2018 2019 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 [__] Rights Warrants for each Right held (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24[__], 2018 2019 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Over- Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”)Inc., as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering Offering, pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, Warrants shall receive one Right for each share of Common Stock and each Warrant held of record at the close of business on May 9July 23, 2018 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants Unit for each Right held (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24August 8, 2018 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Over- Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for each share of Common Stock held of record at the close of business on May 9, 2018 __________ (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) share of Series B Preferred for every 66.7 Rights Share and 284 Rights Warrants for each Right held granted to you on the Record Date (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or are expected to be listed for quotation on any exchange the Nasdaq Stock Market or servicequoted the OTC Bulletin Board, and shall be non-transferabletransferable in accordance with, applicable state “blue sky” laws, rules and regulations. The Rights Shares are expected to be quoted on the OTC Bulletin Board and shall be transferable in accordance with, applicable state “blue sky” laws, rules and regulations. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units Rights Shares which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Over Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount equal to up to 400% of Units above the amount Rights Shares for which such holder was otherwise entitled to subscribe. Units Rights Shares acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24___________, 2018 200__ (the “Expiration Date”). The Company shall have the right to extend the Expiration Date for up to an additional 30 trading days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”)Continental Stock Transfer & Trust Company, as the subscription agent (in this context, “Continental” or the “Subscription Agent”), ) and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The As soon as is practicable, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at ). In no event will the Company raise more than $1,500,000 in this Rights Offering, unless such maximum offering amount is waived by the Company, in its sole discretion at any time following the Expiration Datediscretion.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for each share every ten shares of Common Stock held of record at the close of business on May 9November 10, 2018 2016 (the “Record Date”), plus one additional Right if the number of shares held by such holder is not evenly divisible by ten. Holders of Rights (each a “Holder”) will be entitled to subscribe for and purchase, at the Subscription Price, one (1) share of the Series A Rights Share and 284 Shares or one share of the Series B Rights Warrants Shares for each every Right held granted to Holders on the Record Date (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. The Series A Rights Shares will trade exclusively on a registered alternative trading system maintained by PRO Securities LLC, a registered broker-dealer indirectly owned primarily by the Company, utilizing software technology known as the tØ® Issuance and Trading Platform. The Series A Rights Shares are expected to trade under the identifier OSTK.D. The Series B Rights Shares will be issued as traditional shares, which may be certificated or uncertificated, and may be held beneficially in a brokerage account, at the holder’s election. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units Rights Shares which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount equal to any and all of Units above the amount Rights Shares which such were not otherwise subscribed for as of the Expiration Date (as defined below), but only of the same series for which the holder was otherwise entitled to subscribeexercised all of the holder’s Basic Subscription Rights. Units Rights Shares acquired pursuant to the Over-Subscription Right Rights are subject to allotmentallotment and pro rata allocation, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24December 6, 2018 2016 (as it may be extended, the “Expiration Date”). The Company shall have the right to extend the Expiration Date for up to an additional 30 trading days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer SolutionsComputershare Trust Company, Inc. (“Broadridge”)N.A., as the subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with by the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The As soon as is practicable, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following ). In no event will the Expiration DateCompany sell more than an aggregate of 2,000,000 Rights Shares.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering Offering, pursuant to which each holder of Common Stock and each holder of certain warrants issued December 22, 2017, shall receive one Right three Rights for each share of Common Stock and each share of Common Stock underlying warrants held of record at the close of business 4:00 p.m. New York City time on May 9June 7, 2018 2019 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants for each Right held (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights WarrantsShares; no fractional securities Rights Shares will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units Rights Shares which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units Rights Shares above the amount which such holder was otherwise entitled to subscribe. Units Rights Shares acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24____ __, 2018 2019 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Over- Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. Securities Transfer Corporation (“BroadridgeSTC”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Stock Right for each share of Common Stock held of record at the close of business on May 9_________, 2018 2016 (the “Record Date”). Holders of Rights (each a “Holder”) will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants share of Common Stock for each every Stock Right held granted to Holders on the Record Date (the “Basic Subscription Right”). ; provided that, the Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offeringa maximum of $100,000,000 of subscription proceeds. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. The Rights Shares are expected to be quoted on the OTCQX Marketplace and shall be transferable in accordance with applicable state “blue sky” laws, rules and regulations. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units Rights Shares which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount equal to any and all of Units above the amount Rights Shares which such holder was were not otherwise entitled to subscribesubscribed for as of the Expiration Date (as defined below). Units Rights Shares acquired pursuant to the Over-Subscription Right Rights are subject to allotmentallotment and pro rata allocation, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24___________, 2018 2016, (the “Expiration Date”). The Company shall have the right to extend the Expiration Date for up to an additional 30 days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”)Computershare Inc., as the subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The As soon as is practicable after the Expiration Date, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following ). In no event will the Expiration DateCompany raise more than $100,000,000 in this Rights Offering.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for each share of Common Stock held of record at the close of business on May 9, 2018 2010 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Unit consisting of one Rights Share and 284 one Rights Warrants Warrant for each every Right held granted to such holder on the Record Date (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be transferable and will not be listed for quotation trading on the NYSE Amex or any other stock exchange or servicetrading market or quoted on the OTC Bulletin Board. The Rights Shares, but not the Rights Warrants, are expected to be traded on the NYSE Amex and shall be non-transferabletransferable in accordance with, applicable securities rules and regulations. The shares of Common Stock issuable upon exercise of the Rights Warrants (the “Underlying Shares”) are expected to be traded on the NYSE and shall be transferable in accordance with applicable securities rules and regulations. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount amount, provided no Over-Subscription Right will be honored if, when aggregated with such holder’s existing ownership, the Rights Shares and Rights Warrants acquired with the Rights Offering would result in such person or entity, together with any related persons or entities, owning in excess of Units above 9.9% of the amount which such holder was otherwise entitled to subscribeCompany’s issued and outstanding shares of Common Stock (on a fully diluted basis) following the closing of the transactions contemplated by the Rights Offering. Units Rights Shares and Rights Warrants acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24, 2018 2010 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”)Illinois Stock Transfer Co., as the subscription agent (in this context, the “Subscription Agent”), ) and held in a segregated account with the Subscription Agent pending notification by the Company that the subscriptions have been accepted. There is no minimum number of Basic Subscription Rights and the Company may accept the funds deposited with respect to Basic Subscription Rights at any time or from time to time prior to the Expiration Date. All funds from the exercise of the Over-Subscription Rights will be deposited with Subscription Agent and held in a segregated account (which may be the same account as used for the funds deposited with respect to Basic Subscription Rights) pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The As soon as is practicable, the Company may shall conduct a final closing of the Rights Offering (a the “Final Closing”) at its sole discretion at any time following the Expiration Date).

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, Listed Warrants shall receive one Right for each share 20 shares of Common Stock and each 20 Listed Warrants held of record at the close of business on May 9January 26, 2018 2017 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants Unit for each Right held (the “Basic Subscription Right”). The Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities the Preferred Stock comprising the Units will separate at Closing and will be issued in as separate securities. Rights holders will only be entitled to purchase a number of Units representing a whole number of Rights Shares, rounded down to the Rights Offeringnearest whole number of Units a holder would otherwise be entitled to purchase. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription RightPrivilege”). The Over-Subscription Right Privilege shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right Privilege are subject to allotment, as more fully discussed in the Prospectus (as defined herein). If the Rights Offering is oversubscribed (after taking into account all Over-Subscription requests), the Company may increase the size of the Rights Offering by up to 20%, and the Company will allocate such increased amount pro rata among its stockholders and holders of Listed Warrants who exercise both their Basic Subscription Right and their Over-Subscription Privilege, as described in the Prospectus. (d) The Rights will expire at 5:00 p.m., New York City Eastern time, on May 24, 2018 2017 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights Privileges will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Units, Rights Shares and Rights Warrants Preferred Stock to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription RightsPrivileges. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, Participating Securities shall receive one Right for each share of Common Stock and each share of Common Stock underlying each of the Participating Securities held of record at the close of business on May 9September 23, 2018 2022 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants Unit for each Right held (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotmentproration, allotment and stock ownership limitations, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24October 12, 2018 2022 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretiondiscretion up to 45 days after the Expiration Date. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer SolutionsAmerican Stock Transfer & Trust Company, Inc. LLC (“Broadridge”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for each share every two shares of Common Stock held of record by such holder at the close of business on May 9December ___, 2018 2016 (the “Record Date”). Holders of Rights (each a “Holder”) will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants Unit for each every Right held granted to Holders on the Record Date (the “Basic Subscription Right”). ; provided that, the Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offeringa maximum of $15,000,000 of subscription proceeds. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferabletransferable and will not be listed for trading on any stock exchange or market. The Rights Shares and Warrants are expected to be traded in the over-the-counter market and to be quoted on the OTCQB marketplace operated by OTC Markets Group. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount equal to any and all of the Units above which were not otherwise subscribed for as of the amount which such holder was otherwise entitled to subscribeExpiration Date (as defined below). Units acquired pursuant to the Over-Subscription Right Rights are subject to allotmentallotment and pro rata allocation, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24__________, 2018 2016, (the “Expiration Date”). The Company shall have the right to extend the Expiration Date for up to an additional 30 days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”)Continental Stock Transfer & Trust Company, as the subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants Units to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The As soon as is practicable after the Expiration Date, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following ). In no event will the Expiration DateCompany raise more than $15,000,000 in this Rights Offering.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for each share of Common Stock held of record at the close of business on May 9, 2018 [ ] (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 [ ] Rights Warrants for each Right held (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24[ ], 2018 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer SolutionsPhiladelphia Stock Transfer, Inc. (“BroadridgePST”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right two (2) Rights for each every whole share of Common Stock held of record by such holder at the close of business on May 9February 22, 2018 (the “Record Date”). Holders of Rights (each a “Holder”) will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants Unit for each every Right held granted to Holders on the Record Date (the “Basic Subscription Right”). ; provided that, the Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offeringa maximum of $5,000,000 of subscription proceeds. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferabletransferable and will not be listed for trading on any stock exchange or market. The Common Stock is presently quoted on the OTCQB marketplace operated by OTC Markets Group, and each of the Rights Shares Warrants and shares of Common Stock issuable upon exercise of the Warrants are expected to trade in such over-the-counter market. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount equal to any and all of the Units above which were not otherwise subscribed for as of the amount which such holder was otherwise entitled to subscribeExpiration Date (as defined below). Units acquired pursuant to the Over-Subscription Right Rights are subject to allotmentallotment and pro rata allocation, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24March 27, 2018 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date for up to an additional thirty (30) days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer SolutionsWest Coast Stock Transfer, Inc. (“Broadridge”)Inc., as the subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants Units to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The As soon as is practicable after the Expiration Date, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following ). In no event will the Expiration DateCompany raise more than $5,000,000 in this Rights Offering.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, Warrants shall receive one Right for each share of Common Stock held of record by such holder or for each share that the Warrant is exercisable for, as the case may be, at the close of business on May 9March 1, 2018 (the 2017(the “Record Date”). Holders of Rights (each a “Holder”) will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants share of Common Stock for each every Right held granted to Holders on the Record Date (the “Basic Subscription Right”). ; provided that the Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offeringa maximum of $12,000,000 of subscription proceeds. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferabletransferable and will not be listed for trading on any stock exchange or market. The Rights Shares are expected to be listed on the Nasdaq Capital Market (the “NasdaqCM”) and shall be transferable in accordance with applicable state “blue sky” laws, rules and regulations. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units Rights Shares which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount equal to any and all of Units above the amount Rights Shares which such holder was were not otherwise entitled to subscribesubscribed for as of the Expiration Date (as defined below). Units Rights Shares acquired pursuant to the Basic Subscription Right and the Over-Subscription Right Rights are subject to allotmentallotment and certain limitations and pro rata allocation, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May March 24, 2018 2017, (the “Expiration Date”). The Company shall have the right to extend the Expiration Date for up to an additional 30 days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer SolutionsContinental Stock Transfer & Trust Company, Inc. (“Broadridge”)LLC, as the subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The As soon as is practicable after the Expiration Date, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date).

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for each every share of Common Stock held of record by such holder at the close of business on May 9[January ___], 2018 (the “Record Date”). Holders of Rights (each a “Holder”) will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants Unit for each every Right held granted to Holders on the Record Date (the “Basic Subscription Right”). ; provided that, the Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offeringa maximum of $5,000,000 of subscription proceeds. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferabletransferable and will not be listed for trading on any stock exchange or market. The Common Stock is presently quoted on the OTCQB marketplace operated by OTC Markets Group, and each of the Rights Shares and shares of Common Stock issuable upon exercise of the Warrants are expected to trade in such over-the-counter market. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount equal to any and all of the Units above which were not otherwise subscribed for as of the amount which such holder was otherwise entitled to subscribeExpiration Date (as defined below). Units acquired pursuant to the Over-Subscription Right Rights are subject to allotmentallotment and pro rata allocation, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24[__________ ___], 2018 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date for up to an additional thirty (30) days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer SolutionsWest Coast Stock Transfer, Inc. (“Broadridge”)Inc., as the subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants Units to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The As soon as is practicable after the Expiration Date, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following ). In no event will the Expiration DateCompany raise more than $5,000,000 in this Rights Offering.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, or the Company’s publicly traded warrant shall receive one Right for each share of Common Stock and each publicly traded warrant held of record at the close of business on May 9[________], 2018 2016 (the “Record Date”). Holders of Rights (each a “Holder”) will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants Unit for each every Right held granted to Holders on the Record Date (the “Basic Subscription Right”). ; provided that, the Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offeringa maximum of $13,500,000 of subscription proceeds. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferabletransferable and will not be listed for trading on any stock exchange or market. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount equal to any and all of the Units above which were not otherwise subscribed for as of the amount which such holder was otherwise entitled to subscribeExpiration Date (as defined below). Units acquired pursuant to the Over-Subscription Right Rights are subject to allotmentallotment and pro rata allocation, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24[__________], 2018 2016, (the “Expiration Date”). The Company shall have the right to extend the Expiration Date for up to an additional 30 days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”)Securities Transfer Corp., as the subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants Units to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The As soon as is practicable after the Expiration Date, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following ). In no event will the Expiration DateCompany raise more than $13,500,000 in this Rights Offering.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, Series B Preferred Stock shall receive one Right for each share of Common Stock and Series B Preferred Stock (on an as-if-converted-to-common-stock basis) held of record at the close of business 5:00 p.m., Eastern Time, on May 9June 26, 2018 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 1,800 Rights Warrants for each Right held (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24July 13, 2018 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes Subject to undertake Section 2.1(f), on the Rights Offering pursuant Launch Date, the Partnership will distribute to which each holder of Common Stock Units or General Partner Units, in respect of each Common Unit and each General Partner Unit held by such holder, 0.35 Rights pursuant to and in accordance with the provisions of this Section 2.1. Such distribution, the related offering of securities for which the Rights are exercisable, and the issuance of such securities to the extent that the Rights are exercised (including those for which oversubscription privileges are exercised and also including the issuance of the Warrants), as more fully described in this Section 2.1, are referred to herein collectively as the “Rights Offering”. (a) Each whole right (a “Right”) will entitle the holder thereof to subscribe for and purchase from the Partnership one Common Unit for a subscription price of warrants issued December 22, 2017, shall receive one Right for each share of $2.50 per Common Stock held of record at the close of business on May 9, 2018 Unit (the “Record DateRight Subscription Price”)) for which such holder’s Rights are exercised. Holders No fractional Common Units will be issued pursuant to the Rights Offering; accordingly, any Person exercising Rights would be entitled to exercise for an aggregate number of Common Units that is rounded down to the nearest whole number. The Rights will be evidenced by one or more detachable subscription certificates (which may be evidenced by one global certificate) in form and substance reasonably acceptable to the Partnership and the NGP Parties. (b) The holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) exercise such Rights Share and 284 Rights Warrants for each Right held (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in from the Rights Offering. (b) The Offering Distribution Date until the Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferableOffering Expiration Time. (c) Any holder The Rights Offering will include oversubscription privileges for each Person timely exercising Rights in full, which privilege will permit each such Person to purchase any Common Units, at the Right Subscription Price, for which Rights were exercisable but with respect to which Rights were not exercised, subject to a pro rata allotment (based on relative participation (i.e., number of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed exercised) in the Prospectus (as defined herein)initial exercise of Rights) among all such Persons exercising such privilege. (d) The In addition, the Partnership will issue to each Person exercising Rights will expire at 5:00 p.m., New York City time, on May 24, 2018 (for no additional consideration) one Warrant in respect of each Common Unit purchased by such Person in the “Expiration Date”Rights Offering (including Common Units purchased pursuant to the oversubscription privilege). The Company shall have Warrants will be evidenced by one or more certificates (which may be evidenced by one global certificate) substantially in the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights.form attached hereto as Exhibit E. (e) All funds from In connection with the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), as subscription agent (in this contextOffering, the Partnership will: (i) prepare a prospectus supplement to the base prospectus in the Registration Statement (the “Subscription AgentRights Offering Prospectus”)) covering the Common Units for which the Rights are exercisable, the Warrants, and held in the Common Units for which the Warrants are exercisable; (ii) at least five Business Days before the Rights Offering Distribution Date, provide a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing copy of the Rights Offering Prospectus to the NGP Parties for review and comment; (iii) enter into a rights agent agreement with a bank or other intermediary, which agreement and such intermediary must be reasonably acceptable to both the Partnership and the NGP Parties, and which agreement will (among other things) appoint such intermediary as the rights agent (the “ClosingRights Agent”) for the Rights Offering; (iv) enter into a warrant agent agreement with a bank or other intermediary including terms substantially similar to those set forth in Exhibit E, which agreement and such intermediary must be reasonably acceptable to both the Partnership and the NGP Parties, and which agreement will (among other things) appoint such intermediary as the warrant agent for the Warrants; (v) enter into such agreements with, and provide such instruments and documents to, NASDAQ, DTC and the Partnership’s transfer agent as are reasonably necessary or appropriate to consummate the Rights Offering; and (vi) use its best efforts to as promptly as practicable take any and all action necessary or appropriate to keep effective all registrations, permits, consents and approvals of the SEC and any other applicable Governmental Authorities, and make such filings under applicable Laws as are reasonably necessary or appropriate in connection with the Rights Offering; provided, that none of the foregoing requires the Partnership to disclose material non-public information regarding the Partnership Group if the Conflicts Committee determines in good faith that it is in the best interest of the Partnership not to disclose such information at its such time and the Partnership is not otherwise required to disclose such information hereunder. (f) The obligations of the Partnership set forth in this Section 2.1 will be subject to the fulfillment (or the waiver by the Conflicts Committee on behalf of the Partnership, which may be granted or withheld in the Conflicts Committee’s sole discretion discretion) of each condition precedent listed in this Section 2.1(f). (i) All conditions set forth in Section 8.1 have been fulfilled prior to the Rights Offering Distribution Date; (ii) No Action is pending or threatened in writing that seeks to restrain or prohibit the consummation of, or otherwise challenges the legality or validity of, the launch or consummation of the Rights Offering or the exercise by the NGP Parties and Eagle Rock GP of the Rights as required by Section 2.2(a); (iii) No Order has been issued and is continuing that restrains or prohibits the launch or consummation of the Rights Offering or the exercise by the NGP Parties and Eagle Rock GP of the Rights as required by Section 2.2(a); (iv) The representations and warranties of the NGP Parties, as applicable, set forth in Section 9.2 are true and correct in all material respects on the Rights Offering Launch Date, as though made at any time following and as of the Expiration Rights Offering Launch Date; (v) The NGP Parties have performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Rights Offering Launch Date; and (vi) The NGP Parties have delivered to the Partnership an officer’s certificate, dated the Rights Offering Launch Date, to the effect that the conditions set forth in Sections 2.1(f)(iv) and (v) have been satisfied.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, or a Series L Warrant shall receive one Right for each share of Common Stock (or, in the case of the Series L Warrant, each share of Common Stock underlying such Series L Warrant) held of record at the close of business on May 9, 2018 2015 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 one (1) Rights Warrants Warrant for each Right held (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24, 2018 2015 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. Continental Stock Transfer & Trust Company (“BroadridgeContinental”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. The Partnership will undertake to complete the Rights Offering, as more fully described in this Section 4.4. (a) The Company proposes Subject to undertake Section 4.4(f), on the Rights Offering pursuant Launch Date or as promptly as practicable thereafter, the Partnership will distribute to which each holder of Common Stock and each holder Units as of warrants issued December 22, 2017, shall receive one Right for each share of Common Stock held of record at the close of business on May 9a record date for such distribution established by the Conflicts Committee, 2018 in respect of each Common Unit held by such holder, 0.5310 Rights pursuant to and in accordance with the provisions of this Section 4.4. Such distribution, the related offering of securities for which the Rights are exercisable, and the issuance of such securities to the extent that the Rights are exercised (including those for which oversubscription privileges are exercised), as more fully described in this Section 4.4, are referred to herein collectively as the “Rights Offering”. (b) Each whole right (a “Right”) will entitle the holder thereof to subscribe for and purchase from the Partnership one Preferred Unit for a subscription price of $6.50 per Preferred Unit (the “Record DateRight Subscription Price”)) for which such holder’s Rights are exercised. Holders No fractional Preferred Units will be issued pursuant to the Rights Offering; accordingly, any Person exercising Rights would be entitled to exercise for an aggregate number of Preferred Units that is rounded down to the nearest whole number. The Rights will be evidenced by one or more detachable subscription certificates (which may be evidenced by one global certificate) in form and substance reasonably acceptable to the Partnership. (c) The holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) exercise such Rights Share and 284 Rights Warrants for each Right held (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in from the Rights Offering. (b) The Offering Distribution Date until the Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed in the Prospectus (as defined herein)Offering Expiration Time. (d) The Rights Offering will expire include oversubscription privileges for each Person timely exercising Rights in full, which privilege will permit each such Person to purchase any Preferred Units, at 5:00 p.m.the Right Subscription Price, New York City timefor which Rights were exercisable but with respect to which Rights were not exercised, subject to a pro rata allotment (based on May 24relative participation (i.e., 2018 (number of Rights exercised) in the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders initial exercise of unexercised Rights) among all such Persons exercising such privilege. (e) All funds from In connection with the exercise Rights Offering, the Partnership will: (i) prepare a prospectus supplement to the base prospectus in the Registration Statement (the “Rights Offering Prospectus”) covering the Preferred Units for which the Rights are exercisable; (ii) enter into a rights agent agreement with a bank or other intermediary, which agreement and such intermediary must be reasonably acceptable to the Partnership, and which agreement will (among other things) appoint such intermediary as the rights agent for the Rights Offering; (iii) enter into such agreements with, and provide such instruments and documents to, DTC and the Partnership’s transfer agent as are reasonably necessary or appropriate to consummate the Rights Offering; and (iv) use its commercially reasonable efforts to, as promptly as practicable, take any and all action necessary or appropriate to keep effective all registrations, permits, consents and approvals of Basic Subscription the SEC and any other applicable Governmental Authorities, and make such filings under applicable Laws as are reasonably necessary or appropriate in connection with the Rights Offering; provided that none of the foregoing requires the Partnership to disclose material non-public information regarding members of the Partnership Group if the Conflicts Committee determines in good faith that it is in the best interest of the Partnership not to disclose such information at such time and Over-Subscription Rights the Partnership is not otherwise required to disclose such information hereunder. (f) The obligations of the Partnership set forth in this Section 4.4 will be deposited with Broadridge Corporate Issuer Solutionssubject to the fulfillment (or the waiver by the Conflicts Committee on behalf of the Partnership, Inc. (“Broadridge”), as subscription agent (which may be granted or withheld in the Conflicts Committee’s sole discretion) of each condition precedent listed in this context, Section 4.4(f). (i) No Order has been issued and is continuing that restrains or prohibits the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing launch or consummation of the Rights Offering. (ii) The Rights Offering (a “Closing”) at its sole discretion at shall not violate any time following applicable Law or any rules or regulations promulgated by any national securities exchange upon which the Expiration DateCommon Units are traded.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder holders of Common Stock Ordinary Shares and each holder of warrants issued December 22, 2017, Eligible Warrants shall receive one Right for each share every Ordinary Share and every Ordinary Share issuable upon exercise of Common Stock an Eligible Warrant held of record at the close of business on May 9July 16, 2018 2024 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price0.50 Units, one consisting of (i) 0.50 ordinary shares, (ii) a 1-Year Warrant to purchase 0.25 Ordinary Shares and (iii) Rights Share and 284 Rights Warrants for each Right held a 5-Year Warrant to purchase 0.50 Ordinary Shares (the “Basic Subscription Right”), at a subscription price of $0.605 per 0.50 Units (the “Subscription Price”). Rights may only be exercised for whole Right Shares and Rights WarrantsUnits; no fractional securities Units will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. The Warrants will not trade or be listed for quotation on any exchange or service. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotmentproration, allotment and share ownership limitations, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City Eastern Daylight time, on May 24August 6, 2018 2024 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretiondiscretion up to 14 days after the Expiration Date. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer SolutionsComputershare Trust Company, Inc. N.A. (“Broadridge”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each warrant holder of warrants issued December 22, 2017, shall receive one Right for each share of Common Stock held of record record, and each share of Common Stock into which warrants held by such warrant holders were exercisable, at the close of business on May 9October 13, 2018 2017 (the “Record Date”). Holders of Rights (each a “Holder”) will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants share of Common Stock for each every Right held granted to Holders on the Record Date (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. The Rights Shares are expected to be traded on the Nasdaq Capital Market and shall be transferable in accordance with applicable state “blue sky” laws, rules and regulations. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units Rights Shares which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription RightPrivilege”). The Over-Subscription Right Privilege shall allow a holder of a Right to subscribe for an additional amount equal to any and all of Units above the amount Rights Shares which such holder was were not otherwise entitled to subscribesubscribed for as of the Expiration Date (as defined below). Units Rights Shares acquired pursuant to the Over-Subscription Right Privilege are subject to allotmentallotment and pro rata allocation, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24November 8, 2018 2017, (the “Expiration Date”). The Company shall have the right to extend the Expiration Date for up to an additional 30 days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights Privilege will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”)Continental Stock Transfer & Trust Company, as the subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription RightsPrivilege. The As soon as is practicable after the Expiration Date, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date).

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for each share of Common Stock held of record at the close of business on May 9, 2018 ________________ 2010 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) share of Common Stock and one Rights Share and 284 Rights Warrants Warrant for each every Right held granted to such holder on the Record Date (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or are expected to be listed for quotation quoted on any exchange or servicethe OTC Bulletin Board (the “Bulletin Board”), and shall be non-transferabletransferable in accordance with, applicable state “blue sky” laws, rules and regulations. The Rights Shares and the Rights Warrants are expected to be quoted on the Bulletin Board and shall be transferable in accordance with, applicable state “blue sky” laws, rules and regulations. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units Rights Shares and Rights Warrants which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Over Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount amount, provided no Over-Subscription Right will be honored if, when aggregated with such holder’s existing ownership, the shares of Units above Common Stock, would result in such person or entity, together with any related persons or entities, owning in excess of twenty percent (20%) of the amount which such holder was otherwise entitled to subscribeCompany’s issued and outstanding shares of Common Stock following the closing of the transactions contemplated by the Rights Offering. Units Rights Shares and Rights Warrants acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24_______________, 2018 2010 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date for up to an additional 30 trading days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”)______________________________________, as the subscription agent (in this context, the “Subscription Agent”), ) and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The As soon as is practicable, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at ). In no event will the Company raise more than $_______ in this Rights Offering, unless such maximum offering amount is waived by the Company, in its sole discretion at any time following the Expiration Datediscretion.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, Warrants shall receive one Right ten Rights for each share of Common Stock held of record by such holder or for which a Warrant is exercisable, as the case may be, at the close of business on May 9November 27, 2018 2019 (the “Record Date”). Holders of Rights (each a “Holder”) will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants share of Preferred Stock for each every Right held granted to Holders on the Record Date (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferabletransferable and will not be listed for trading on any stock exchange or market. The Preferred Stock does not presently trade and is not listed on any national securities exchange or automated quotation system; however, it is the Company’s intention for the Preferred Stock to trade in the over-the-counter market and to be quoted on the OTCQX marketplace operated by the OTC Markets Group (the “OTCQX Market”). (c) Any holder of Rights Holder who fully exercises all Basic Subscription Rights issued to such holder Holder is entitled to subscribe for Units Rights Shares which were not otherwise subscribed for by others other Holders pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right Holder to subscribe for an additional amount any or all of Units above the amount Rights Shares which such holder was were not otherwise entitled to subscribesubscribed for as of the Expiration Date (as defined below). Units Rights Shares acquired pursuant to the Basic Subscription Right and the Over-Subscription Right Rights are subject to allotmentcertain limitations and pro rata allocation, as more fully discussed in the Prospectus Offering Circular (as defined herein), including, without limitation, the 10% limitation set forth in Rule 251(d)(2)(i)(C) under the Securities Act of 1933, as amended (the “Securities Act”). (d) The Unless extended as provided in the Offering Circular, the Rights will are intended to expire at 5:00 p.m., New York City time, on May 24December 16, 2018 2019 (the “Expiration Date”). The Notwithstanding the foregoing, the Company shall have the right to extend the Expiration Date for up to an additional 45 calendar days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer SolutionsContinental Stock Transfer & Trust Company, Inc. (“Broadridge”)LLC, as the subscription and escrow agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The As soon as practicable after the Expiration Date, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date).

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, Warrants shall receive one Right for each share of Common Stock held of record by such holder or for every ten (10) shares that the Warrant is exercisable for, as the case may be, at the close of business on May 9November 20, 2018 (the “Record Date”). Holders of Rights (each a “Holder”) will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants share of Common Stock for each every Right held granted to Holders on the Record Date (the “Basic Subscription Right”). ; provided that the Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offeringa maximum of $2,700,000 of subscription proceeds. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferabletransferable and will not be listed for trading on any stock exchange or market. The Common Stock is presently listed on the NASDAQ Capital Market (the “NasdaqCM”), and the Rights Shares shall trade on the NasdaqCM and shall be transferable in accordance with applicable state “blue sky” laws, rules and regulations. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units Rights Shares which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount equal to any and all of Units above the amount Rights Shares which such holder was were not otherwise entitled to subscribesubscribed for as of the Expiration Date (as defined below). Units Rights Shares acquired pursuant to the Basic Subscription Right and the Over-Subscription Right Rights are subject to allotmentallotment and certain limitations and pro rata allocation, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24December 19, 2018 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date for up to an additional 30 days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer SolutionsContinental Stock Transfer & Trust Company, Inc. (“Broadridge”)LLC, as the subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The As soon as is practicable after the Expiration Date, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date).

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for each share of Common Stock held of record at the close of business on May 9, 2018 ________________. 2010 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share share of Common Stock and 284 Rights Warrants one Warrant for each every Right held granted to such holder on the Record Date (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or are expected to be listed for quotation quoted on any exchange or servicethe OTC Bulletin Board (the “Bulletin Board”), and shall be non-transferabletransferable in accordance with, applicable state “blue sky” laws, rules and regulations. The Rights Shares and the Rights Warrants are expected to be quoted on the Bulletin Board and shall be transferable in accordance with applicable state “blue sky” laws, rules and regulations. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units Rights Shares and Rights Warrants which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Over Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount amount, provided no Over-Subscription Right will be honored if, when aggregated with such holder’s existing ownership, the shares of Units above Common Stock would result in such person or entity, together with any related persons or entities, owning in excess of twenty percent (20%) of the amount which such holder was otherwise entitled to subscribeCompany’s issued and outstanding shares of Common Stock following the closing of the transactions contemplated by the Rights Offering. Units Rights Shares and Rights Warrants acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24_______________, 2018 2010 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date for up to an additional 30 trading days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”)__________________________, as the subscription agent (in this context, the “Subscription Agent”), ) and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The As soon as is practicable, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at ). In no event will the Company raise more than $_______ in this Rights Offering, unless such maximum offering amount is waived by the Company, in its sole discretion at any time following the Expiration Datediscretion.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for each share of Common Stock held of record record, and warrant holders shall receive one Right for each share of Common Stock into which the warrants held by them were exercisable, at the close of business on May 931, 2018 2016 (the “Record Date”). Holders of Rights (each a “Holder”) will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants share of Common Stock for each every Right held (granted to Holders on the Record Date(the “Basic Subscription Right”). Rights ; provided that, the rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offeringa maximum of $________ of subscription proceeds. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. The Rights Shares are expected to be listed on the Nasdaq Capital Market and shall be transferable in accordance with applicable state “blue sky” laws, rules and regulations. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units Rights Shares which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount equal to any and all of Units above the amount Rights Shares which such holder was were not otherwise entitled to subscribesubscribed for as of the Expiration Date (as defined below). Units Rights Shares acquired pursuant to the Over-Subscription Right Rights are subject to allotmentallotment and pro rata allocation, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24June 20, 2018 2016, (the “Expiration Date”). The Company shall have the right to extend the Expiration Date for up to an additional 30 days in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”)Continental Stock Transfer & Trust Company, as the subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The As soon as is practicable, after the Expiration Date, the Company may shall conduct a closing of the Rights Offering (a “Closing”) at ). In no event will the Company raise more than $________ in this Rights Offering, unless such maximum offering amount is waived by the Company, in its sole discretion at any time following the Expiration Datediscretion.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, Participating Securities shall receive one Right for each share of Common Stock and each share of Common Stock underlying each of the Participating Securities held of record at the close of business on May 9August 3, 2018 2022 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants Unit for each Right held (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no The Company does not intend to issue fractional securities will be issued in the Rights Offering. Units acquired pursuant to the Basic Subscription Right are subject to proration, allotment and stock ownership limitations, as more fully discussed in the Prospectus (as defined herein). (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotmentproration, allotment and stock ownership limitations, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24August 17, 2018 2022 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretiondiscretion up to 45 days after the Expiration Date. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.