The occurrence of the Closing Date and the effectiveness of this Agreement are subject to satisfaction of the following conditions precedent:

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower, the Required Lenders and the Administrative Agent.

Conditions to Effectiveness. This Amendment shall become effective as of the date when the following conditions have been met:

CONDITIONS TO EFFECTIVENESS. This Second Amendment shall be effective immediately upon satisfaction or completion of the following:

Section # Conditions Precedent to Effectiveness. The obligations of the ​ to make Advances hereunder shall become effective upon the satisfaction of all of the following conditions precedent:

Effectiveness. Effectiveness of this Amendment is subject to the prior or contemporaneous satisfaction of each of the following conditions precedent:

Conditions Precedent to Forbearance. Lender shall not be obligated under this Agreement, and the terms of this Agreement shall not be binding on Lender, unless and until: # Borrower has duly executed and delivered to Lender this Agreement, together with a copy of resolution of its board of directors approving the terms and execution and delivery of this Agreement; # Lender has duly executed and delivered to Borrower this Agreement; and # Borrower has issued to Lender warrants to purchase 5,995,453 shares of common stock of Borrower, substantially in the form attached hereto as [Exhibit A] (the “Forbearance Warrant”).

Conditions Precedent to Settlement. The Parties, and each of their respective members, hereby agree to the following conditions precedent to the Settlement:

Section # Conditions Precedent to Initial Advance. The effectiveness of this Agreement and obligations of Bank to make Advances are subject to the condition precedent that Bank shall have received all the following, in form and substance satisfactory to Bank:

“Effective Date” means the earliest date as of which the conditions precedent to effectiveness set forth in [Section 3.01] shall have been satisfied or waived.