To the extent that the conditions precedent to the Secured Note Exchange Offer have been satisfied at the Early Consent Deadline, the Company shall effectuate early settlement of the Secured Note Exchange Offer with respect to all Existing Secured Notes tendered prior to the Early Consent Deadline, which settlement shall occur promptly after the Early Consent Deadline. To the extent settlement with respect to Existing Secured Notes tendered in the Secured Note Exchange Offer has not occurred as of the expiration date of the Secured Note Exchange Offer, such settlement shall occur promptly after such expiration date. Each settlement date described in this paragraph is referred to as a “Secured Exchange Settlement Date.”

To the extent such tender or exchange offer is announced but not consummated (including as a result of being precluded from consummating such tender or exchange offer under applicable law), or any purchases or exchanges of shares of Common Stock in such tender or exchange offer are rescinded, each of the Strike Price and the Warrant Entitlement will be readjusted to the Strike Price and the Warrant Entitlement, respectively, that would then be in effect had the adjustment thereto been made on the basis of only the purchases or exchanges of shares of Common Stock, if any, actually made, and not rescinded, in such tender or exchange offer.

The Registered Convertible Note Exchange Offer will be made to all holders of Existing Convertible Notes other than the Supporting Convertible Note Holders, pursuant to an issuer self-tender offer governed by Rule 13e-4 under the Securities Exchange Act of 1934 (the “Exchange Act”) and will be registered under the Securities Act.

a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which [Section 5(e)(i)(5)] will apply,

a public announcement is made of a tender or exchange offer by any Acquiring Person for fifty percent or more of the outstanding Voting Securities of the Company, and the Board of Directors of the Company approves or fails to oppose that tender or exchange offer in its statements in Schedule 14D-9 under the Exchange Act; or

“Existing Unsecured Notes Exchange” means # the Borrower’s offer to exchange, and subsequent exchange of, up to $185,000,000 aggregate principal amount of its Existing Unsecured Notes for a combination of cash and Exchange Notes pursuant to the terms and conditions set forth in the confidential offering memorandum of the Borrower in respect of such offer and exchange, dated December 28, 2017, and # all payments made and securities issued in connection with the foregoing.

At the Closing, each Shareholder shall be entitled to surrender the certificate or certificates that immediately prior to the Closing represented the [[Organization B:Organization]] Shares of Common Stock and Preferred Stock (the “Certificates”) to the exchange agent designated by Cosmos in exchange for the Acquisition Shares.

Exchange Act Compliance. The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they were or hereafter are filed with the Commission, and any Free Writing Prospectus or amendment or supplement thereto complied and will comply in all material respects with the requirements of the Exchange Act, and, when read together with the other information in the Prospectus, at the time the Registration Statement and any amendments thereto become effective and at each Time of Sale, as the case may be, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Stock Exchange Listing. The Common Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act and are listed on the Principal Market, and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Shares under the Exchange Act or delisting the Common Shares from the Principal Market, nor has the Company received any notification that the Commission or the Principal Market is contemplating terminating such registration or listing. To the Company’s knowledge, it is in compliance with all applicable listing requirements of the Principal Market.

Exchange Act Compliance. During the Agency Period, the Company shall # file, on a timely basis, with the Commission all reports and documents required to be filed under Section 13, 14 or 15 of the Exchange Act in the manner and within the time periods required by the Exchange Act; and # either, at the Company’s option, # include in its quarterly reports on Form 10-Q and its annual reports on Form 10-K, a summary detailing, for the relevant reporting period, # the number of Shares sold through the Agent pursuant to this Agreement and # the net proceeds received by the Company from such sales, or # prepare a prospectus supplement containing, or include in such other filing permitted by the Securities Act or Exchange Act (each such filing, an “Interim Prospectus Supplement”), such summary information and, at least once a quarter and subject to this Section 4, file such Interim Prospectus Supplement pursuant to Rule 424(b) under the Securities Act (and within the time periods required by Rule 424(b) and Rule 430B under the Securities Act).