Authority. The Company has approved this Agreement and the transactions contemplated hereunder and no vote or consent of any equity holder or other stakeholder of the Company is necessary to approve the transactions contemplated hereunder or this Agreement on behalf of the Company. As of the date hereof, the Company has all requisite limited liability company power and authority and has taken all limited liability company action necessary in order to execute, deliver and perform its obligations under this Agreement including the issuance of the Rights and the Shares pursuant to the Rights Offering and this Agreement. As of the date of issuance of shares of Common Stock as a result of the transactions contemplated pursuant to this Agreement, the Company will have all requisite corporate power and authority and will have taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement including the issuance of the Rights and the Shares pursuant to the Rights Offering and this Agreement. This Agreement has been duly executed and delivered by the Company and is a valid and binding obligation of the Company. This Agreement is enforceable against the Company in accordance with its terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Authority. The Company has approvedall corporate right, power and authority to enter into, execute and deliver this Agreement and each other agreement, document, instrument and certificate to be executed by the Company in connection with the consummation of the transactions contemplated hereby, and to perform fully its obligations hereunder and no vote or consent of any equity holder or other stakeholderthereunder. All corporate action on the part of the Company isCompany, its directors and stockholders necessary to approvefor the transactions contemplated hereunder or# authorization execution, delivery and performance of this Agreement on behalfby the Company; and # authorization, sale, issuance and delivery of the Company. AsShares contemplated hereby and the performance of the date hereof, the Company has all requisite limited liability company power and authority and has taken all limited liability company action necessary in order to execute, deliver and perform itsCompany’s obligations under this Agreement including the issuance of the Rights and the Shares pursuant to the Rights Offering and this Agreement. As of the date of issuance of shares of Common Stock as a result of the transactions contemplated pursuant to this Agreement, the Company will have all requisite corporate power and authority and will have taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement including the issuance of the Rights and the Shares pursuant to the Rights Offering and this Agreement.has been taken. This Agreement has been duly executed and delivered by the Company and isconstitutes a legal, valid and binding obligation of the Company. This Agreement isCompany, enforceable against the Company in accordance with its termsterms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Lawslaws of general applicabilityapplication relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or affecting creditors’ rightsother equitable remedies, and to general equity principles.limitations of public policy.

. Corporate Authority. The Company has approved(or will have when issued) full corporate power and authority to execute and deliver this Agreement and the transactions contemplated hereunderCommon Stock. Each of this forgoing instruments have been (or will be when issued) duly authorized, executed and no vote or consent of any equity holder or other stakeholder of the Company is necessary to approve the transactions contemplated hereunder or this Agreementdelivered on behalf of the Company. AsCompany and constitutes valid and binding agreements of the date hereof,Company, enforceable in accordance with their terms, except # as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the Company has all requisiteenforcement of creditors' rights generally and # as limited liability company power and authority and has taken all limited liability company action necessary in order to execute, deliver and perform its obligations under this Agreement including the issuance of the Rights and the Shares pursuant to the Rights Offering and this Agreement. As of the date of issuance of shares of Common Stock as a resultby equitable principles generally. The consummation of the transactions contemplated pursuant to this Agreement,herein and the Company will have all requisite corporate power and authority and will have taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement including the issuancefulfillment of the Rights and the Shares pursuant to the Rights Offering and this Agreement. This Agreement has been duly executed and delivered by the Company and isterms herein will not result in a valid and binding obligationbreach of any of the Company. This Agreement is enforceable againstterms or provisions of the Company in accordance with its terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar LawsCompany's Certificate of general applicability relating toIncorporation or affecting creditors’ rights and to general equity principles.by-laws.

Authority. The Company has approved this Agreement and the transactions contemplated hereunder and no vote or consent of any equity holder or other stakeholder of the Company is necessary to approve the transactions contemplated hereunder or this Agreement on behalf of the Company. As of the date hereof, the Company has all requisite limited liability company power and authority and has taken all limited liability company action necessary in order to execute, deliverenter into and perform its obligations under this Agreement includingand to issue the issuanceShares to Creditor. The Company is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the Rightsjurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The execution and delivery of this Agreement by the Company, and the Shares pursuant toconsummation by the Rights Offering and this Agreement. As of the date of issuance of shares of Common Stock as a resultCompany of the transactions contemplated pursuant to this Agreement,hereby, have been duly authorized by all necessary action and no other proceeding on the part of the Company will have all requisite corporate poweris necessary to authorize the execution, delivery and authority and will have taken all corporate action necessary in order to execute, deliver and perform its obligations underperformance of this Agreement including the issuance of the Rights and the Shares pursuant to the Rights Offering and this Agreement. This Agreement has been duly executed and delivered by the Company and is a valid and binding obligation of the Company. This Agreement is enforceable against the Company in accordance with its terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.transactions contemplated hereby.