Common use of Valid Issuance; Available Shares; Affiliates Clause in Contracts

Valid Issuance; Available Shares; Affiliates. All of the Company’s Capital Stock is, or, with respect to the Series B Preferred Stock, will be at the Closing, duly authorized and have been, or upon issuance will be, validly issued, fully paid and non- assessable (as such concepts are applicable). All the outstanding shares of Capital Stock of each Subsidiary of the Company have been validly issued and are fully paid and non- assessable (to the extent such concepts are applicable) and are owned, directly or indirectly, by the Company free and clear of all Liens. Schedule q(iii) sets forth the number of shares of Common Stock that (A) will be reserved for issuance pursuant to the conversion of Series A Preferred Stock into Common Stock as of the Closing Date and (B) that are, as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities Laws) of the Company or any of its Subsidiaries. To the Company’s Knowledge, other than Affiliates of the Affiliated Commitment Party, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible Capital Stock (as defined in the Certificate of Designations), whether or not presently exercisable or convertible, has been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein) without conceding that such identified Person is a 10% stockholder for purposes of applicable federal securities Laws.

Valid Issuance; Available Shares; Affiliates. All of the Company’s Capital Stock is, or, with respect to the Series B Preferred Stock, will be at the Closing, such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued, fully paid and non- assessable (as such concepts are applicable). All the outstanding shares of Capital Stock of each Subsidiary of the Company have been validly issued and are fully paid and non- assessable (to the extent such concepts are applicable) and are owned, directly or indirectly, by the Company free and clear of all Liensnonassessable. Schedule q(iii3(s)(ii) sets forth the number of shares of Common Stock that are (A) will be reserved for issuance pursuant to Convertible Securities (other than the conversion of Series A Preferred Stock into Common Stock as of the Closing Date Convertible Notes) and (B) that are, as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the Securities 1933 Act (except pursuant to the Registration Rights Agreement, dated December 31, 2018, among the Company, Marathon Structured Product Strategies Fund, LP, Marathon Blue Grass Credit Fund, LP, Marathon Centre Street Partnership, L.P. and TRS Credit Fund, LP) and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities Lawslaws) of the Company or any of its Subsidiaries. To Except as set forth on Schedule 3(s)(ii), to the Company’s Knowledge, other than Affiliates of the Affiliated Commitment Partyknowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible Capital Stock (as defined in the Certificate of Designations)Convertible Securities, whether or not presently exercisable or convertible, has have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein) therein without conceding that such identified Person is a 10% stockholder for purposes of applicable federal securities Lawslaws).

Valid Issuance; Available Shares; Affiliates. All of the Company’s Capital Stock is, or, with respect to the Series B B-3 Preferred Stock, will be at the Closing, duly authorized and have been, or upon issuance will be, validly issued, fully paid and non- non-assessable (as such concepts are applicable). All the outstanding shares of Capital Stock of each Subsidiary of the Company have been validly issued and are fully paid and non- non-assessable (to the extent such concepts are applicable) and are owned, directly or indirectly, by the Company free and clear of all Liens. Schedule q(iii) sets forth the number of shares of Common Stock that (A) will be reserved for issuance pursuant to the conversion of Series A Preferred Stock into Common Stock as of the Closing Date and (B) that are, as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities Laws) of the Company or any of its Subsidiaries. To the Company’s Knowledge, other than Affiliates of the Affiliated Commitment Party, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible Capital Stock (as defined in the Amended and Restated Certificate of Designations), whether or not presently exercisable or convertible, has been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein) without conceding that such identified Person is a 10% stockholder for purposes of applicable federal securities Laws.

Valid Issuance; Available Shares; Affiliates. All of the Company’s Capital Stock is, or, with respect to the Series B Preferred Stock, will be at the Closing, such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued, fully paid and non- assessable (as such concepts are applicable). All the outstanding shares of Capital Stock of each Subsidiary of the Company have been validly issued and are fully paid and non- assessable (to the extent such concepts are applicable) and are owned, directly or indirectly, by the Company free and clear of all Liensnonassessable. Schedule q(iii3(s)(ii) sets forth the number of shares of Common Stock that are (A) will be reserved for issuance pursuant to Convertible Securities (other than the conversion of Series A Preferred Stock into Common Stock as of the Closing Date Convertible Notes and Warrants) and (B) that are, as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the Securities 1933 Act (except pursuant to the Registration Rights Agreement, dated December 31, 2018, among the Company, Marathon Structured Product Strategies Fund, LP, Marathon Blue Grass Credit Fund, LP, Marathon Centre Street Partnership, L.P. and TRS Credit Fund, LP) and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities Lawslaws) of the Company or any of its Subsidiaries. To Except as set forth on Schedule 3(s)(ii), to the Company’s Knowledge, other than Affiliates of the Affiliated Commitment Partyknowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible Capital Stock (as defined in the Certificate of Designations)Convertible Securities, whether or not presently exercisable or convertible, has have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein) therein without conceding that such identified Person is a 10% stockholder for purposes of applicable federal securities Lawslaws).

Valid Issuance; Available Shares; Affiliates. All of the Company’s Capital Stock is, or, with respect to the Series B Preferred Stock, will be at the Closing, duly authorized and have been, or upon issuance will be, validly issued, fully paid and non- non-assessable (as such concepts are applicable). All the outstanding shares of Capital Stock of each Subsidiary of the Company have been validly issued and are fully paid and non- non-assessable (to the extent such concepts are applicable) and are owned, directly or indirectly, by the Company free and clear of all Liens. Schedule q(iii) sets forth the number of shares of Common Stock that (A) will be reserved for issuance pursuant to the conversion of Series A Preferred Stock into Common Stock as of the Closing Date and (B) that are, as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities Laws) of the Company or any of its Subsidiaries. To the Company’s Knowledge, other than Affiliates of the Affiliated Commitment Party, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible Capital Stock (as defined in the Amended and Restated Certificate of Designations), whether or not presently exercisable or convertible, has been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein) without conceding that such identified Person is a 10% stockholder for purposes of applicable federal securities Laws.

Valid Issuance; Available Shares; Affiliates. All of the Company’s Capital outstanding shares of Common Stock is, or, with respect to (including the Series B Securities) and Preferred Stock, will be at the Closing, Stock are duly authorized and have been, or upon issuance will be, validly issued, fully paid and non- assessable (as such concepts are applicable). All the outstanding shares of Capital Stock of each Subsidiary of the Company have been validly issued and are fully paid and non- assessable (nonassessable and have been issued in compliance with all federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing, and the holders thereof are not subject to personal liability by reason of being such holders. The capital stock of the Company, including the Common Stock, conforms in all material respects to the extent such concepts are applicable) description thereof in the Registration Statement, the Prospectus and are owned, directly or indirectly, by the Company free and clear of all Liens. Schedule q(iii) sets forth Prospectus Supplement The SEC Documents disclose the number of shares of Common Stock that are (A) will be reserved for issuance pursuant to the conversion of Series A Preferred Stock into Common Stock Convertible Securities (as of the Closing Date defined below) and (B) that are, as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the Securities 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities Lawslaws) of the Company or any of its Subsidiaries. To the Company’s Knowledge, other than Affiliates of the Affiliated Commitment Partyknowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all convertible Capital Stock Convertible Securities (as defined in the Certificate of Designationsbelow), whether or not presently exercisable or convertible, has have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein) therein without conceding that such identified Person is a 10% stockholder for purposes of applicable federal securities Lawslaws).