Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

Initial Funding. Notwithstanding anything to the contrary in this Agreement, on the date hereof, ​ and ​ hereby agree that ​ shall purchase 3,076,923 restricted common shares from ​ on the date hereof at an effective priced of $0.65 per share (or $2,000,000 in the aggregate), with no registration rights.

Funding Window. [[Organization A:Organization]] agrees that it will not enter into a convertible security financing transaction, including 3(a)9 and 3(a)10 transactions, with any party other than [[Organization B:Organization]] for a period of 90 Trading Days following the Effective Date. [[Organization A:Organization]] agrees that this is a material term of this Note and any breach of this will result in a default of the Note.

Fee Letter. Borrower agrees to pay to Administrative Agent and Arranger, for the account of Administrative Agent, Arranger and each Lender, as applicable, fees, in the amounts and on the dates set forth in the Fee Letter.

The Company has provided Purchaser with a letter, dated as of January 30, 2017, containing certain additional disclosures, subject to the confidentiality provisions set forth therein, regarding the limited private offering of the Series A Preferred Stock of which this Agreement forms a part and certain other matters described therein (the “Disclosure Letter”). To the knowledge of the Company the information contained in the Disclosure Letter is correct in all material respects except for such matters which would not have a Material Adverse Effect.

Fee Letter. Agent shall have received that certain Third Amended and Restated Fee Letter, by and between Borrower and Agent, dated as of even date herewith (the “Third Amended and Restated Fee Letter”), duly executed by Borrower;

Opinion Letter. Agent shall have received a satisfactory opinion of Borrower’s and Guarantors’ counsel;

Comfort Letter. On or prior to the date of delivery of the first Placement Notice and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as [Exhibit 8](l) for which no waiver is applicable, the Company shall cause its independent accountants to furnish Cowen letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, in form and substance satisfactory to Cowen, # confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the PCAOB, # stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to Cowen in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and # updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. Cowen shall have received the Comfort Letter required to be delivered pursuant to Section 8(n) on or before the date on which such delivery of such Comfort Letter is required pursuant to Section 8(n).

Payoff Letter. A duly executed payoff letter with respect to the Existing Credit Agreement.