Execution Date. The date for closing tentatively scheduled for May 15, 2015, at a date and place as mutually agreed to in writing by the parties hereto.

Counterpart Execution. This Amendment may be executed in any number of counterparts, each of which shall be considered an original, and all of which shall be considered one and the same instrument. Any signature delivered by a Party by facsimile transmission or electronically shall be deemed an original signature.

Electronic Execution. This Agreement may be executed by delivery of executed signature pages and shall be effective for all purposes.

Due Execution. The execution, delivery and performance of this Amendment are within the power of Borrower, have been duly authorized by all necessary corporate action, have received all necessary governmental approval, if any, and do not contravene any law or any contractual restrictions binding on Borrower.

Closing: The effectuation of the transactions called for by this Agreement, including exchange of securities, execution of instruments, stock certificates, stock powers, releases, and other documents.

Releases of Hazardous Materials. If any Release of any Hazardous Material in, on, under, from or about the Premises shall occur at any time during the Lease by Tenant or Tenant's Agents, in addition to notifying Landlord as specified above, Tenant, at its own sole cost and expense, shall # immediately comply with any and all reporting requirements imposed pursuant to any and all Environmental Laws, # provide a written certification to Landlord indicating that Tenant has complied with all applicable reporting requirements,

Certain Releases and Waivers. Notwithstanding anything to the contrary set forth herein, any release or waiver following the Effective Date of any Liens or any other right, title or interest (if any) any Pari Passu Creditor may have at any time in or to any Collateral as security for the Pari Passu Debt under any of the Pari Passu Note Documents (including, without limitation, any release or waiver of any such Liens or any such other right, title or interest (if any) in or to such Collateral effected # voluntarily by any Pari Passu Creditor, # as a result of any Pari Passu Debt owing to such Pari Passu Creditor being Paid in Full or # by operation of law) shall have no effect on the validity, perfection or enforceability of any Liens or any other right, title or interest (if any) of any other Pari Passu Creditor in or to any such Collateral as security for the portion of the Pari Passu Debt owing to such other Pari Passu Creditor under the Pari Passu Note Documents.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent and the Forward Purchaser and the Selling Stockholder prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other parties hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other parties hereto prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto.

Certain Releases and Waivers. Notwithstanding anything to the contrary set forth herein, any release or waiver following the Effective Date of any Liens or any other right, title or interest (if any) any ​-District [[Organization F:Organization]] may have at any time in or to any Collateral as security for the ​-District Debt under any of the ​-District Note Documents (including, without limitation, any release or waiver of any such Liens or any such other right, title or interest (if any) in or to such Collateral effected # voluntarily by any ​-District [[Organization F:Organization]], # as a result of the ​-District Debt being Paid in Full or # by operation of law) shall have no effect on the validity, perfection or enforceability of any Liens or any other right, title or interest (if any) of Aegis in or to any such Collateral as security for the Aegis Debt under the Aegis Note Documents. Notwithstanding anything to the contrary set forth herein, any release or waiver following the Effective Date of any Liens or any other right, title or interest (if any) of Aegis may have at any time in or to any Collateral as security for the Aegis Debt under any of the Aegis Note Documents (including, without limitation, any release or waiver of any such Liens or any such other right, title or interest in or to such Collateral (if any) effected # voluntarily by Aegis, # as a result of the Aegis Debt being Paid in Full or # by operation of law) shall have no effect on the validity, perfection or enforceability of any Liens or any other right, title or interest (if any) of the ​-District Creditors in or to any such Collateral as security for the ​-District Debt under the ​-District Note Documents.

Execution and Delivery. A duly authorized officer of the Company will sign each Certificate representing any Warrant on behalf of the Company by manual or facsimile signature.