Disbursement of Funds. No later than ​ (Omaha time) on the date specified in each Notice of Borrowing, Lender will make available such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds by deposit into the Primary Concentration Account, or as otherwise directed by Borrower.

No later than ​ (New York City time) on the date of the Borrowing or such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions each Lender will make available its pro rata portion of each Borrowing requested.

Section # Funding Obligations; Disbursement of Funds.

Notice and Disbursement. At the Closing, Borrower shall notify Agent in writing of the desired Funding Date of the Initial Loan, which notice shall be irrevocable and shall be substantially in the form of [Exhibit F] hereto (“Notice of Advance Request”). When Borrower desires ​ to make the Additional Loan, Borrower shall deliver a Notice of Advance Request to Agent at least fifteen (15) Business Days in advance of the desired Funding Date of the Additional Loan, which notice shall be irrevocable. ​’ obligation to make Loans shall be subject to the satisfaction of the conditions set forth in [Section 4.01]. ​ shall have the right to request that Borrower furnish ​ with such additional information with respect to the Loan and the satisfaction of the conditions set forth in [Section 4.01], as ​ shall reasonably request. Subject to the satisfaction of the conditions set forth in this Agreement which shall be confirmed to Agent and the ​ in writing as of the date of funding, each Lender shall disburse its pro rata portion of each Loan to the account of Borrower specified in [Schedule 2].

Upon receipt of your confirmation that you are in possession of the original mortgage note evidencing the Mortgage Loan, Lender will remit to you, by wire transfer, immediately available funds in the approximate amount of ​ (the “Funds”), which you are to hold in trust for Lender until written or oral instructions to disburse the funds are obtained from the Borrower, at which time you may disburse the Funds in accordance with such instructions. Once you have received instructions from Lender to disburse the Funds to close the Mortgage Loan, please advise Lender via e-mail at ​ of the fact of such disbursement immediately upon making such disbursement.

Disbursement. On the Closing Date, assuming all of the terms and conditions set forth in [Section 3.2] have been satisfied by the Company and the Company has executed and delivered to each of the ​ this Agreement and any other related documents in form and substance reasonably satisfactory to the ​, each Purchaser shall disburse to the Company in immediately available funds the Subordinated Note Amount set forth on each Purchaser’s respective signature page hereto in exchange for an electronic securities entitlement through the facilities of DTC in accordance with the Applicable Procedures in the Subordinated Note with a principal amount equal to such Subordinated Note Amount (the “Disbursement”). The Company will deliver to the Paying Agent a global certificate representing the Subordinated Notes (the “Global Note”) registered in the name of Cede & Co., as nominee for DTC.

The Facility Agent shall:

If the Funds cannot be or are not disbursed for any reason on or before ​ Eastern Time on the date of Closing, you shall advise Lender immediately by telephone that disbursement has not occurred and the Funds must be returned immediately to Lender at the wiring instructions in the attached [Schedule B] to this letter.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in [Section 2(g)] of this Agreement. The Company warrants that: # no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section, and stop transfer instructions to give effect to [Section 2(f)] hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; # it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and # it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in [Section 2(g)] hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If the Buyer provides the Company, at the cost of the Company, with # an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or # the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Notwithstanding anything in this Agreement, the Credit Agreement or any other Financing Document to the contrary, the Accounts Bank shall have no obligation to # make any payment, transfer or withdrawal from any Project Account until it has received written direction to make such payment, transfer or withdrawal from the Lender or, to the extent expressly provided in this Agreement or otherwise with the Lender’s written confirmation, the Borrower or # determine whether any payment, transfer or withdrawal from any Project Account made in accordance with any written direction from the Lender or the Borrower complies with the terms of this Agreement, the Credit Agreement or any other Financing Document. The Accounts Bank shall have no liability for, nor any responsibility or obligation to confirm, the use or application by the Borrower, the Lender or any other recipient of amounts withdrawn or transferred from any Project Account.

A Member may request a loan in accordance with the Company’s administrative procedures. A loan shall be disbursed as soon as reasonably practicable after the date on which the prescribed loan request is received (subject to the Company’s consent).

Stop-Transfer Instructions. Grantee agrees that, to ensure compliance with the restrictions imposed by this Agreement, the Company may issue appropriate "stop-transfer" instructions to its transfer agent, if any, and if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its Transfer Agent and any subsequent transfer agent in a form acceptable to each of the Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at DTC, registered in the name of each Buyer or its respective nominee(s), for the Common Shares and the Warrant Shares in such amounts as specified from

Transfer Agent Instructions. The Company shall have delivered to the Investor a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to the Investor, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent.

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.

Funding Losses. Upon demand of any ​ (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate such ​ for and hold such ​ harmless from any loss, cost or expense incurred by it as a result of:

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 ​ per share (or ​ in the aggregate), with no registration rights.

Letter of Direction. The Administrative Agent shall have received a funds flow memorandum and duly executed borrowing notice and letter of direction from the Borrower addressed to the Administrative Agent, on behalf of itself and ​, directing the disbursement on the Closing Date of the proceeds of the Loans made on such date.