Acknowledgment of Default. Each Loan Party hereby acknowledges and agrees that the Existing Defaults have occurred and are continuing, each of which constitutes an Event of Default and entitles Administrative Agent and ​ to exercise their rights and remedies under the Credit Agreement and the other Loan Documents, applicable law or otherwise. Each Loan Party represents and warrants that as of the date hereof, no Events of Default exist other than the Existing Defaults. Each Loan Party hereby acknowledges and agrees that Administrative Agent and ​ have the exercisable right to declare the Obligations to be immediately due and payable under the terms of the Credit Agreement and the other Loan Documents. Each Loan Party acknowledges that ​ are no longer obligated to make any disbursements of the Revolving Loan.

Events of Default. The occurrence or existence of any one or more of the following events are referred to herein individually as an “Event of Default”, and collectively as “Events of Default”:

Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or an Event of Default or other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, unless and until Administrative Agent has received written notice from a Lender, or a Borrower specifying such Event of Default or any unfulfilled condition precedent, and stating that such notice is a “Notice of Default or Failure of Condition”. In the event that Administrative Agent receives such a Notice of Default or Failure of Condition, Administrative Agent shall give prompt notice thereof to the Lenders.

Events of Default. The occurrence of any of the following shall constitute a default of this Lease by Tenant:

Any one or more of the following events shall constitute an event of default (each, an “Event of Default”) under this Agreement:

Events of Default. An “Event of Default” will exist hereunder if any one or more of the following events occurs and is continuing:

ACKNOWLEDGMENT BY BORROWER OF EXISTING DEFAULTS. Borrower hereby acknowledges that, as of the date hereof, each Existing Default has occurred and is continuing. Borrower hereby waives the right to contest the occurrence, existence, accuracy, or materiality of any Existing Default.

Subject to [Section 4(b)] below, upon the occurrence and during the continuation of any Event of Default (and provided that # Aegis shall have determined that an Event of Defaults exists and provided written notice of such Event of Default to the Pari Passu Creditors and/or # the ​-District Creditors shall have determined that an Event of Default exists and provided written notice of such Event of Default to Aegis), Aegis, in its capacity as Agent hereunder, shall have the right, without the consent of any Pari Passu Creditor, to take (or to determine not to take) any of the following actions on behalf of Aegis with respect to their share of the Pari Passu Debt and on behalf of the Pari Passu Creditors with respect to their share of the Pari Passu Debt (provided, that any and all of the following actions taken or determined not to be taken by Agent with respect to any portion of Pari Passu Debt shall be taken by Agent with respect to all of the Pari Passu Debt, without regard to Aegis’ share thereof or the Pari Passu Creditors’ share thereof): # declare one or more Events of Default; # give notice to any Obligor of any Event of Default; # take Enforcement Actions against any of the Obligors and/or the Collateral (provided that the Pari Passu Creditors may join in any such Enforcement Actions upon the request of Agent); and # hire counsel of its choosing; provided, that, in the event that Agent takes any Enforcement Action against any Obligor and/or the Collateral pursuant to the ​ (or selects any agent or attorney-in -fact to take any such Enforcement Action on behalf of the Pari Passu Creditors), Agent shall (or in the case Agent selects any agent or attorney-in-fact to take any such Enforcement Action on its behalf, Agent shall direct such agent or attorney-in-fact, as applicable, to) take Enforcement Actions under and in accordance with the terms of both the Aegis Note Documents, the ​-District Note Documents and the 2024 Note Documents simultaneously and collect and apply any and all proceeds realized in any and all such Enforcement Actions in accordance with [Section 2(a)(ii)] of this Agreement.

The principal amount of this Note is subject to prepayment, in whole or in part, upon the occurrence and during the continuance of any of the following events (each, an "Event of Default"): the initiation of any bankruptcy, insolvency, moratorium, receivership or reorganization by or against the Company, or a general assignment of assets by the Company for the benefit of creditors. Upon the occurrence of any Event of Default, the entire unpaid principal balance of this Note and all of the unpaid interest accrued thereon shall be immediately due and payable. The Company may offset amounts due to the Lender under this Note by similar amounts that may be due to the Company by the Lender resulting from breaches under the Lender Note.

Events of Default; Remedies. If # any of the following events shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise) and # except for such event specified in clause (f) below, the Lender declares such event as an Event of Default (each, an “Event of Default”):

Corporate Existence. The Company will, so long as the Buyer beneficially owns any of the Securities, maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction # assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and # is a publicly traded corporation whose Common Stock is listed for trading or quotation on the Principal Market, any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE MKT.

Corporate Existence. ​ is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada. ​ has full corporate power and authority to execute and deliver this Agreement.

Valid Existence. The Company has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of California, with power and authority to own its properties and conduct its business as described in the Prospectus;

Valid Existence. MP Securities is duly organized and in good standing in its jurisdiction of origin. MP Securities holds all governmental authorizations, approvals, and permits necessary to conduct its business and to perform its obligations under this Agreement;