Common use of Backstop Commitment Clause in Contracts

Backstop Commitment. (a) On the terms and subject to the conditions contained herein, and in reliance on the representations and warranties set forth in this Agreement, the Backstop Investor hereby agrees to purchase, and the Company hereby agrees to sell and issue to the Backstop Investor, at the Backstop Purchase Price therefor, the Backstop Shares. (b) No later than one business day following the expiration date of the Rights Offering, the Company shall give, or cause to be given, to the Backstop Investor, by e-mail or by electronic facsimile transmission, a written notification (the “Backstop Notice”) setting forth the total number of shares of Common Stock subscribed for in the Rights Offering by Rights Holders, the number of then unsubscribed shares of Common Stock, the aggregate purchase price to be paid by the Backstop Investor for all Backstop Shares pursuant to the terms of this Agreement (“Backstop Purchase Price”) and the proposed date of the Closing (the “Closing Date”). (c) If the Backstop Investor (i) elects a Rights Offering Conversion (as defined in the Note) pursuant to Section 3.1 of the Note, the Backstop Purchase Price shall deemed to be paid by the Backstop Investor through the automatic conversion of outstanding principal under the Note on the Closing Date in an amount equal to the Backstop Purchase Price pursuant to such Rights Offering and (ii) does not elect a Rights Offering Conversion pursuant to Section 3.1 of the Note, the Backstop Investor shall remit, via wire transfer of immediately available funds, the Backstop Purchase Price as per the wire instructions set forth in the Backstop Notice on the Closing Date. (d) At the Closing, the Company shall cause its transfer agent to credit the number of Backstop Shares to which the Backstop Investor is entitled to the Backstop Investor’s or its designee’s account in book entry form and deliver to the Backstop Investor such certificates, documents or instruments required to be delivered by it to the Backstop Investor pursuant to this Agreement. (e) The Company and Backstop Investor acknowledge that an exemption from the ownership limitation (“Ownership Limit Exemption”) set forth in the Company’s Articles of Incorporation similar to that previously provided to permit the issuance of securities of the Company to affiliates of the Backstop Investor will similarly be required for the issuance of the Backstop Shares to the Backstop Investor and the Backstop Investor is prepared to make, and will make, the required representations, and execute documents with the same substance and content as the representations and documents previously made and executed in connection with the issuance of securities of the Company to affiliates of the Backstop Investor. The Company shall grant the Ownership Limit Exemption upon receipt of the representations, documents as reasonably requested by the Company from the Backstop Investor and/or its affiliates.

Backstop Commitment. (a) On the terms and subject to the conditions contained herein, and in reliance on the representations and warranties set forth in this Agreement, the Backstop Investor hereby agrees to purchase, and the Company hereby agrees to sell and issue to the Backstop Investor, at the Backstop Purchase Price therefor, the Backstop SharesUnits. (b) No later than one business day (1) Business Day following the expiration date of the Rights OfferingExpiration Date, the Company shall give, or cause to be given, to the Backstop Investor, by e-mail or by electronic facsimile transmission, a written notification (the “Backstop Notice”) setting forth the total number amount of shares of Common Stock Units subscribed for in the Rights Offering by Rights Holders, the number of then unsubscribed shares of Common StockUnits, and the aggregate purchase price to be paid by for the Backstop Investor for all Backstop Shares pursuant to the terms of this Agreement (“Backstop Purchase Price”) and the proposed date of the Closing (the “Closing Date”). (c) If the The Backstop Investor (i) elects a Rights Offering Conversion (as defined in the Note) pursuant to Section 3.1 of the Note, the Backstop Purchase Price shall deemed to be paid by the Backstop Investor through the automatic conversion of outstanding principal under the Note on the Closing Date in an amount equal to the Backstop Purchase Price pursuant to such Rights Offering and (ii) does not elect a Rights Offering Conversion pursuant to Section 3.1 of the Note, the Backstop Investor shall will remit, via wire transfer of immediately available funds, the Backstop Purchase Price as per Price, directly to the wire instructions set forth account maintained by the Subscription Agent, for purposes of accepting subscriptions in the Rights Offering at J▇ ▇▇▇▇▇▇ C▇▇▇▇, 4 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, SWIFT CHASUS333, ABA# 0▇▇▇▇▇▇▇▇, Credit: Continental Stock Transfer & Trust Company as subscription agent for R▇▇▇’▇ Inc. Rights Offer, Account # 475-471873, for further credit to R▇▇▇’▇ Inc., and name of the Backstop Notice Investor, no later than 5:00 p.m. EST on the Closing Datethird (3rd) Business Day following receipt of the Backstop Notice. (d) At the Closing, the The Company shall cause its transfer agent to credit the aggregate number of Backstop Shares and Backstop Warrants to which the Backstop Investor is entitled to the Backstop Investor’s or its designee’s account in book entry form and deliver to the Backstop Investor such certificates, documents or instruments required to be delivered by it to the Backstop Investor pursuant to this Agreement. (e) The Investment of any amount greater than $6 million will be made in the Backstop Investor’s sole discretion, subject to limitations of NYSE American Company Guide Section 713 and Backstop Investor acknowledge that an exemption from the ownership limitation (“Ownership Limit Exemption”) set forth in shareholder approval obtained at the Company’s Articles 2017 Annual Meeting of Incorporation similar to that previously provided to permit the issuance of securities of the Company to affiliates of the Backstop Investor will similarly be required for the issuance of the Backstop Shares to the Backstop Investor and the Backstop Investor is prepared to makeStockholders on September 29, and will make, the required representations, and execute documents with the same substance and content as the representations and documents previously made and executed in connection with the issuance of securities of the Company to affiliates of the Backstop Investor. The Company shall grant the Ownership Limit Exemption upon receipt of the representations, documents as reasonably requested by the Company from the Backstop Investor and/or its affiliates2017.

Backstop Commitment. (a) On Subject to the consummation of the Rights Offering and the terms and subject to the conditions contained herein, and in reliance on the representations and warranties set forth in of this Agreement, the Backstop Investor hereby agrees to purchaseInvestors shall purchase from the Company (in amounts among the Investors as set forth on Annex III hereto), and the Company hereby agrees to shall sell and issue to the Backstop InvestorInvestors, at a price per share equal to the Rights Subscription Price, a number of shares of Common Stock (the “Backstop Purchase Price therefor, Commitment”) equal to (x) the Backstop Shares.Aggregate Offered Shares minus the sum of (y) (b1) No later than one business day following the expiration date number of shares of Common Stock subscribed for and purchased pursuant to the Rights Offering and (2) the Management Shares. Within two (2) Business Days after the closing of the Rights OfferingSubscription Period, the Company shall give, or cause to be given, issue to the Backstop Investor, by e-mail or by electronic facsimile transmission, Investors a written notification notice (the “Backstop Subscription Notice”) setting forth the total number of shares of Common Stock subscribed for in the Rights Offering and the Management Shares to be acquired as contemplated by Rights HoldersSection 6.3(h) and, accordingly, the number of then unsubscribed shares of Common Stock, the aggregate purchase price Stock to be paid acquired by the Backstop Investor for all Backstop Shares Investors pursuant to the Backstop Commitment. Shares of Common Stock acquired by the Investors pursuant to the Backstop Commitment are collectively referred to as the “Backstop Acquired Shares.” (b) On the terms and subject to the conditions set forth in this Agreement, the closing of the Backstop Commitment (the “Closing”) shall occur on the later of (i) simultaneously with the closing of the Rights Offering which shall occur no later than the third Business Day following the issuance by the Company of the Subscription Notice and (ii) the date that all of the conditions to the Closing set forth in Article VII of this Agreement have been satisfied or waived (“Backstop Purchase Price”other than those conditions that by their nature are to be satisfied at the Closing), at 9:30 a.m. (New York City time) at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other place, time and date as shall be agreed between the Company and the proposed Investors (the date of on which the Closing (occurs, the “Closing Date”). (c) If At the Backstop Investor Closing (i) elects a Rights Offering Conversion the Company shall deliver to the Investors the certificates representing the Backstop Acquired Shares against payment by or on behalf of the Investors of the purchase price therefor by wire transfer in immediately available funds to the account designated by the Company in writing, (as defined in ii) the Note) Company shall deliver all other documents and certificates required to be delivered to the Investors pursuant to Section 3.1 of 6.3, and (iii) the Note, the Backstop Purchase Price Investors shall deemed deliver all documents and certificates required to be paid by the Backstop Investor through the automatic conversion of outstanding principal under the Note on the Closing Date in an amount equal delivered to the Backstop Purchase Price pursuant to such Rights Offering and (ii) does not elect a Rights Offering Conversion Company pursuant to Section 3.1 of the Note, the Backstop Investor shall remit, via wire transfer of immediately available funds, the Backstop Purchase Price as per the wire instructions set forth in the Backstop Notice on the Closing Date6.2. (d) At In the Closingevent the closing of the Rights Offering occurs, and in consideration for the Investors agreeing to the Backstop Commitment, the Company shall cause its transfer agent pay to credit the Investors at Closing a fee in the amount of three million seven hundred and fifty thousand dollars ($3,750,000) payable in a number of shares of unregistered Common Stock equal to $3,750,000 divided by the Rights Subscription Price (the “Backstop Shares to which Commitment Fee” and the Backstop Investor is entitled shares of Common Stock issued to the Investor, “Backstop Investor’s or its designee’s account in book entry form Commitment Fee Shares”). For the avoidance of doubt, no Backstop Commitment Fee shall be payable unless and deliver until a closing of the Rights Offering occurs and, to the Backstop Investor such certificates, documents or instruments required to be delivered by it to extent the Backstop Investor pursuant to this Agreement. (e) The Company and Backstop Investor acknowledge that an exemption from the ownership limitation (“Ownership Limit Exemption”) set forth in the Company’s Articles of Incorporation similar to that previously provided to permit the issuance of securities of the Company to affiliates of the Backstop Investor will similarly be required for the issuance of the Backstop Shares to the Backstop Investor and the Backstop Investor Rights Offering is prepared to make, and will makenot fully subscribed, the required representations, and execute documents with Investors have closed the same substance and content as the representations and documents previously made and executed in connection with the issuance purchase of securities of the Company to affiliates of the any Backstop Investor. The Company shall grant the Ownership Limit Exemption upon receipt of the representations, documents as reasonably requested by the Company from the Backstop Investor and/or its affiliatesAcquired Shares.

Backstop Commitment. (a) On the terms and subject Subject to the consummation of the Rights Offering and the conditions contained herein, and in reliance on the representations and warranties set forth in this Agreement, each Investor shall, severally and not jointly, purchase from the Backstop Investor hereby agrees to purchaseCompany, and the Company hereby agrees to sell and shall issue to the Backstop such Investor, at the Subscription Price, such Investor’s Pro Rata Portion of an aggregate number of shares of Common Stock (the “Backstop Purchase Price thereforCommitment”) equal to (i) the lesser of (A) $45,000,000 minus the aggregate proceeds of the Rights Offering or (B) the aggregate commitment listed in the Commitment Amount column of Annex 1, divided by (ii) the Subscription Price. Notwithstanding any other section hereof, in no case shall any Investor become the beneficial owner of more than 19.9% of the outstanding Common Stock as a result of the transactions contemplated herein, and the maximum Backstop Shares. Commitment issuable to each Investor in connection with the transactions contemplated herein shall be proportionally reduced as necessary to give effect to such limitation (b) No later than one business day following the expiration date “Nasdaq Cap”). Within two Business Days after the closing of the Rights Offering, the Company shall give, or cause to be given, issue to the Backstop Investor, by e-mail or by electronic facsimile transmission, Investors a written notification notice (the “Backstop Subscription Notice”) setting forth the total number of shares of Common Stock subscribed for in the Rights Offering by and the aggregate proceeds of the Rights HoldersOffering and, accordingly, the number of then unsubscribed shares of Common Stock, the aggregate purchase price Stock to be paid acquired by the Backstop Investor for all Backstop Shares Investors pursuant to the Backstop Commitment at the Subscription Price, subject to the Nasdaq Cap. Shares of Common Stock acquired by the Investors pursuant to the Backstop Commitment are collectively referred to as the “Backstop Acquired Shares.” (b) On the terms of and subject to the conditions in this Agreement Agreement, the closing of the Backstop Commitment (the “Backstop Purchase PriceClosing”) and shall occur on the proposed later of (i) the third Business Day following the expiration date of the Rights Offering and (ii) the date that all of the conditions to in Article ‎5 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), at 9:00 a.m. (Eastern time) at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other place, time and date as shall be agreed between the Company and the Investors (the date on which the Closing (occurs, the “Closing Date”). (c) If At the Backstop Investor Closing (i) elects a Rights Offering Conversion the Company shall issue to each Investor its Pro Rata Portion of the Backstop Acquired Shares against payment by or on behalf of such Investor of the aggregate Subscription Price for all such shares by wire transfer in immediately available funds to the account designated by the Company in writing at least three Business Days prior to the Closing, (as defined in ii) the Note) Company shall deliver all other documents and certificates required to be delivered to the Investors pursuant to Section 3.1 of ‎5.3, and (iii) the Note, the Backstop Purchase Price Investors shall deemed deliver all documents and certificates required to be paid by the Backstop Investor through the automatic conversion of outstanding principal under the Note on the Closing Date in an amount equal delivered to the Backstop Purchase Price pursuant to such Rights Offering and (ii) does not elect a Rights Offering Conversion Company pursuant to Section 3.1 of the Note, the Backstop Investor shall remit, via wire transfer of immediately available funds, the Backstop Purchase Price as per the wire instructions set forth in the Backstop Notice on the Closing Date‎5.2. (d) At the Closing, the The Company shall cause its transfer agent to credit the number of Backstop Shares to which the Backstop Investor is entitled to the Backstop Investor’s or its designee’s account in book entry form and deliver to the Backstop Investor such certificates, documents or instruments required to be delivered by it to the Backstop Investor pursuant to this Agreement. (e) The Company and Backstop Investor acknowledge that an exemption promptly use proceeds from the ownership limitation (“Ownership Limit Exemption”) set forth in the Company’s Articles of Incorporation similar to that previously provided to permit the issuance of securities of the Company to affiliates of the Backstop Investor will similarly be required for the issuance of the Backstop Shares to the Backstop Investor Rights Offering and the Backstop Investor is prepared Commitment (i) first to make, and will make, the required representations, and execute documents with the same substance and content as the representations and documents previously made and executed in connection with the issuance of securities pay costs of the Company to affiliates of Rights Offering and the Backstop Investor. The Company shall grant the Ownership Limit Exemption upon receipt of the representationsand (ii) second, documents as reasonably requested by the Company from the Backstop Investor and/or its affiliatesany remaining proceeds may be used for general corporate purposes (including acquisitions).

Backstop Commitment. (a) On Subject to the consummation of the Rights Offering and terms and subject to the conditions contained set forth herein, and in reliance on order to provide assurance that the representations and warranties set forth Company will receive gross proceeds from the Rights Offering not to exceed the amount of $7.0 million in this Agreementthe aggregate, the Backstop Investor hereby Purchaser agrees to exercise its Rights in full and to purchase, and at the Company hereby agrees Subscription Price, that number of the shares of Common Stock equal to sell and issue (x) $7.0 million, less the aggregate dollar amount of the shares subscribed for pursuant to the Backstop Investorexercise of Rights (including the Over-Subscription Privilege (as defined in the Registration Statement)), at divided by (y) the Subscription Price, to the extent that such shares are not subscribed for pursuant to the exercise of Rights (including the Over-Subscription Privilege), with such shares being hereinafter referred to as the “Unsubscribed Rights Shares” and such commitment by the Backstop Purchase Purchaser being hereinafter referred to as the “Backstop Commitment”. The Subscription Price therefor, shall be determined by the Backstop SharesBoard of Directors based on a range of discount between 5% and 25% to the 25-trading-day volume weighted average price for the period immediately preceding the launch of the Rights Offering. (b) No later than Within one (1) business day following after the expiration date closing of the Rights Offering, the Company shall give, or cause to be given, issue to the Backstop Investor, by e-mail or by electronic facsimile transmission, Purchaser a written notification notice (the “Backstop Subscription Notice”) setting forth the total number of shares of Common Stock subscribed for in the Rights Offering pursuant to the exercise of the Rights by the Company’s stockholders and the aggregate gross proceeds of the Rights HoldersOffering and, accordingly, the number of then unsubscribed shares of Common Stock, the aggregate purchase price Unsubscribed Rights Shares to be paid acquired by the Backstop Investor for all Backstop Shares Purchaser pursuant to the Backstop Commitment at the Subscription Price. Shares of Common Stock acquired by the Backstop Purchaser pursuant to the Backstop Commitment are collectively referred to as the “Backstop Acquired Shares.” (c) On the terms and subject to the conditions set forth in this Agreement, the closing of the Backstop Commitment (the “Closing”) shall take place remotely via the exchange of documents and signatures on the later of (i) the fourth (4th) business day following the issuance by the Company of the Subscription Notice and (ii) the date that all of the conditions to the Closing set forth in Section 6 of this Agreement (“Backstop Purchase Price”) have been satisfied or waived or such other time and date as shall be agreed between the Company and the proposed Backstop Purchaser (the date of on which the Closing (occurs, the “Closing Date”). (c) If the Backstop Investor (i) elects a Rights Offering Conversion (as defined in the Note) pursuant to Section 3.1 of the Note, the Backstop Purchase Price shall deemed to be paid by the Backstop Investor through the automatic conversion of outstanding principal under the Note on the Closing Date in an amount equal to the Backstop Purchase Price pursuant to such Rights Offering and (ii) does not elect a Rights Offering Conversion pursuant to Section 3.1 of the Note, the Backstop Investor shall remit, via wire transfer of immediately available funds, the Backstop Purchase Price as per the wire instructions set forth in the Backstop Notice on the Closing Date. (d) At the Closing, Closing (i) the Company shall cause its transfer agent to credit the number of Backstop Shares to which the Backstop Investor is entitled issue to the Backstop Investor’s Purchaser the Backstop Acquired Shares against payment by or its designee’s account on behalf of the Backstop Purchaser of the aggregate Subscription Price for all such shares by wire transfer in book entry form and deliver immediately available funds to the Backstop Investor such certificates, documents or instruments required to be delivered account designated by it the Company in writing at least three (3) business days prior to the Backstop Investor pursuant to this AgreementClosing. (e) The Company and the Backstop Investor acknowledge that an exemption from Purchaser hereby agree to use their reasonable best efforts to execute, deliver, and file, as applicable, any additional ancillary instruments, documents, or agreements necessary to consummate the ownership limitation (“Ownership Limit Exemption”) transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement and the transactions contemplated hereby, including, without limitation, the execution of a registration rights agreement on or prior to the Closing Date in substantially in the form set forth in Exhibit A hereto providing for the Company’s Articles of Incorporation similar to that previously provided to permit resale under the issuance of securities of the Company to affiliates Securities Act of the Backstop Investor will similarly be required for the issuance of Acquired Shares purchased by the Backstop Shares Purchaser and/or its affiliates and all shares acquired by the Backstop Purchaser and/or its affiliates pursuant to its exercise of Rights in the Rights Offering, at no cost to the Backstop Investor Purchaser (the “Registration Rights Agreement”). (f) The Backstop Purchaser will not receive any fees for the Backstop Commitment; however, on the earlier of the Closing Date and the termination of this Agreement, other than a termination under circumstances that are directly and solely attributable to a material breach of this Agreement by the Backstop Investor is prepared to make, and will makePurchaser, the required representations, Company hereby agrees to reimburse the Backstop Purchaser for all reasonable and execute documents with the same substance documented out-of-pocket costs and content as the representations and documents previously made and executed expenses it incurs in connection with the issuance Rights Offering and the Backstop Commitment, including due diligence efforts, the negotiation and preparation of securities documents relating to the transaction, the preparation and filing of regulatory applications and notices, and the undertaking of the Company to affiliates transactions contemplated hereby, including, but not limited to, the fees and expenses of the Backstop Investor. Purchaser’s accounting, financial and investment banking advisors, legal counsel and credit review (the “Backstop Purchaser’s Expenses”). (g) The Backstop Purchaser has no obligation to consummate the transactions contemplated by this Agreement unless and until: (i) the Company shall grant have executed and delivered the Ownership Limit Exemption upon receipt documentation governing the refinancing of its current credit facilities in the aggregate amount of not less than $45,000,000 (the “Refinancing”); (ii) all conditions to effectiveness of the representations, documents as reasonably requested by documentation governing the Refinancing shall have been satisfied or waived (or will be satisfied and waived substantially concurrently with the occurrence of the Closing Date); and (iii) the Company from has consummated the Backstop Investor and/or its affiliatesRefinancing (collectively, the “Refinancing Condition”).

Backstop Commitment. (a) On or before April 15, 2011 (the “Backstop Closing Date”), Investor shall purchase from the Company, and the Company shall issue and sell to Investor a number of shares (the “Backstop Commitment”) of its common stock, par value $.001 per share (the “Common Stock”), determined by dividing (x) $20,100,000 minus all amounts raised by the sale of securities in the Additional Offering to investors other than the Investor or its assignees (the “Backstop Investor(s)”) by (y) $0.14179. As soon as practicable (but not more than four (4) days) after the completion of the Additional Offering, the Company shall deliver to Backstop Investor(s) a notice (the “Subscription Notice”) setting forth the dollar amount subscribed for in the Additional Offering and, accordingly, the number of shares of Common Stock to be acquired by the Backstop Investor(s) pursuant to the Backstop Commitment. The shares acquired by the Backstop Investor(s) pursuant to the Backstop Commitment are referred to as the “Backstop Shares.” The Backstop Investor(s) shall have ten (10) days after receipt of the Subscription Notice to fund the purchase of the Backstop Shares. (b) The Backstop Commitment shall be subject to the terms and conditions substantially similar to those set forth in the Purchase Agreement and the purchase of the Backstop Shares shall be memorialized in a respective securities purchase agreement (the “Backstop Purchase Agreement”). (c) If the Company, at any time before the Backstop Closing Date, shall (a) subdivide outstanding shares of Common Stock into a larger number of shares, or (b) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, then the number of Backstop Shares issuable to the Backstop Investor(s) pursuant to this Agreement shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 1(c) shall become effective immediately after the effective date of a subdivision or combination. (d) On the terms and subject to the conditions contained herein, and in reliance on the representations and warranties set forth in this Agreement, the Backstop Investor hereby agrees to purchase, and the Company hereby agrees to sell and issue to closing of the Backstop Investor, at the Backstop Purchase Price therefor, the Backstop Shares. (b) No later than one business day following the expiration date of the Rights Offering, the Company shall give, or cause to be given, to the Backstop Investor, by e-mail or by electronic facsimile transmission, a written notification Commitment (the “Backstop NoticeClosing”) setting forth the total number of shares of Common Stock subscribed for in the Rights Offering by Rights Holders, the number of then unsubscribed shares of Common Stock, the aggregate purchase price to be paid by shall occur on or before the Backstop Investor for all Backstop Shares pursuant to the terms of this Agreement (“Backstop Purchase Price”) and the proposed date of the Closing (the “Closing Date”, at 10:00 a.m. (New York time) at the offices of Guzov Ofsink, LLC, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or such other place, time and date as shall be agreed between the Company and Backstop Investor(s). (ce) If At the Backstop Investor Closing (i) elects a Rights Offering Conversion (as defined in the Note) pursuant to Section 3.1 of the Note, the Backstop Purchase Price Company shall deemed to be paid by the Backstop Investor through the automatic conversion of outstanding principal under the Note on the Closing Date in an amount equal deliver to the Backstop Purchase Price pursuant to such Rights Offering and (iiInvestor(s) does not elect a Rights Offering Conversion pursuant to Section 3.1 evidence of the Note, issuance of the Backstop Shares, in the name of the Backstop Investor(s) against payment by or on behalf of Investor shall remit, via of the purchase price therefor by wire transfer of immediately available fundsfunds to the account designated by the Company in writing, the Backstop Purchase Price as per the wire instructions set forth in the Backstop Notice on the Closing Date. (dii) At the Closing, the Company shall cause its transfer agent to credit the number of Backstop Shares to which the Backstop Investor is entitled to the Backstop Investor’s or its designee’s account in book entry form deliver all other documents and deliver to the Backstop Investor such certificates, documents or instruments certificates required to be delivered by it to the Backstop Investor Investor(s) pursuant to this Agreement. (e) The Company and Backstop Investor acknowledge that an exemption from the ownership limitation (“Ownership Limit Exemption”) set forth in the Company’s Articles of Incorporation similar to that previously provided to permit the issuance of securities of the Company to affiliates of the Backstop Investor will similarly be required for the issuance of the Backstop Shares to the Backstop Investor Purchase Agreement, and (iii) the Backstop Investor is prepared Investor(s) shall deliver all documents and certificates required to make, and will make, the required representations, and execute documents with the same substance and content as the representations and documents previously made and executed in connection with the issuance of securities of be delivered to the Company pursuant to affiliates of the Backstop Investor. The Company shall grant the Ownership Limit Exemption upon receipt of the representations, documents as reasonably requested by the Company from the Backstop Investor and/or its affiliatesPurchase Agreement.

Backstop Commitment. (a) On Subject to the consummation of the Rights Offering and the terms and subject to the conditions contained herein, and in reliance on the representations and warranties set forth in of this Agreement, the Backstop Investor hereby agrees to purchaseshall purchase from the Company, and the Company hereby agrees to sell and shall issue to the Backstop Investor, at the Rights Subscription Price, an aggregate number of shares of Common Stock (the “Backstop Purchase Price thereforCommitment”) equal to (A) (x) (i) $5,000,000 minus (ii) the aggregate gross proceeds of the Rights Offering, divided by (y) the Rights Subscription Price, minus (B) the number of shares of Common Stock purchased by the Investor in the Rights Offering; provided, however, that in no event shall the Backstop Shares. Commitment exceed (bi) No later than one business day following $3,000,000 divided by the expiration date Rights Subscription Price, minus (ii) the number of shares of Common Stock purchased by the Investor in the Rights Offering, and provided further, that the Investor may not purchase shares under the Backstop Commitment to the extent that the Investor and its affiliates would own in excess of 50% of the Company’s outstanding shares of Common Stock. Within two (2) Business Days after the closing of the Rights Offering, the Company shall give, or cause to be given, issue to the Backstop Investor, by e-mail or by electronic facsimile transmission, Investor a written notification notice (the “Backstop Subscription Notice”) setting forth the total number of shares of Common Stock subscribed for in the Rights Offering by and the aggregate gross proceeds of the Rights HoldersOffering and, accordingly, the number of then unsubscribed shares of Common Stock, the aggregate purchase price Stock to be paid acquired by the Backstop Investor for all Backstop Shares pursuant to the Backstop Commitment at the Rights Subscription Price. Shares of Common Stock acquired by the Investor pursuant to the Backstop Commitment are collectively referred to as the “Backstop Acquired Shares.” (b) On the terms and subject to the conditions set forth in this Agreement, the closing of the Backstop Commitment (the “Closing”) shall occur on the later of (i) the third Business Day following the issuance by the Company of the Subscription Notice and (ii) the date that all of the conditions to the Closing set forth in Article V of this Agreement have been satisfied or waived (“Backstop Purchase Price”other than those conditions that by their nature are to be satisfied at the Closing), at 9:00 a.m. (New York, New York time) at the offices of Fox Rothschild LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or such other place, time and date as shall be agreed between the Company and the proposed Investor (the date of on which the Closing (occurs, the “Closing Date”). (c) If At the Backstop Investor Closing (i) elects a Rights Offering Conversion (as defined in the Note) pursuant Company shall issue to Section 3.1 the Investor the Backstop Acquired Shares against payment by or on behalf of the Note, Investor of the Backstop Purchase aggregate Rights Subscription Price shall deemed for all such shares by wire transfer in immediately available funds to be paid the account designated by the Backstop Investor through the automatic conversion of outstanding principal under the Note on the Closing Date Company in an amount equal writing at least three Business Day prior to the Backstop Purchase Price pursuant to such Rights Offering and Closing, (ii) does not elect a Rights Offering Conversion pursuant to Section 3.1 of the Note, the Backstop Investor shall remit, via wire transfer of immediately available funds, the Backstop Purchase Price as per the wire instructions set forth in the Backstop Notice on the Closing Date. (d) At the Closing, the Company shall cause its transfer agent to credit the number of Backstop Shares to which the Backstop Investor is entitled to the Backstop Investor’s or its designee’s account in book entry form deliver all other documents and deliver to the Backstop Investor such certificates, documents or instruments certificates required to be delivered by it to the Backstop Investor pursuant to this Agreement. Section 5.3, and (eiii) The Company the Investor shall deliver all documents and Backstop Investor acknowledge that an exemption from the ownership limitation (“Ownership Limit Exemption”) set forth in the Company’s Articles of Incorporation similar certificates required to that previously provided be delivered to permit the issuance of securities of the Company pursuant to affiliates of the Backstop Investor will similarly be required for the issuance of the Backstop Shares to the Backstop Investor and the Backstop Investor is prepared to make, and will make, the required representations, and execute documents with the same substance and content as the representations and documents previously made and executed in connection with the issuance of securities of the Company to affiliates of the Backstop Investor. The Company shall grant the Ownership Limit Exemption upon receipt of the representations, documents as reasonably requested by the Company from the Backstop Investor and/or its affiliatesSection 5.2.

Backstop Commitment. (a) On Subject to the consummation of the Rights Offering and the terms and subject to the conditions contained herein, and in reliance on the representations and warranties set forth in of this Agreement, each Investor shall purchase from the Backstop Investor hereby agrees to purchaseCompany, and the Company hereby agrees to sell and shall issue to the Backstop such Investor, at the Rights Subscription Price, such Investor’s Pro Rata Portion of an aggregate number of shares of Common Stock (the “Backstop Purchase Price thereforCommitment”) equal to (x) (i) $65,000,000 minus (y) the aggregate proceeds of the Rights Offering, divided by (z) the Backstop Shares. Rights Subscription Price. Within two (b2) No later than one business day following Business Days after the expiration date closing of the Rights Offering, the Company shall give, or cause to be given, issue to the Backstop Investor, by e-mail or by electronic facsimile transmission, Investors a written notification notice (the “Backstop Subscription Notice”) setting forth the total number of shares of Common Stock subscribed for in the Rights Offering by and the aggregate proceeds of the Rights HoldersOffering and, accordingly, the number of then unsubscribed shares of Common Stock, the aggregate purchase price Stock to be paid acquired by the Backstop Investor for all Backstop Shares Investors pursuant to the Backstop Commitment at the Rights Subscription Price. Shares of Common Stock acquired by the Investors pursuant to the Backstop Commitment are collectively referred to as the “Backstop Acquired Shares.” (b) On the terms and subject to the conditions set forth in this Agreement, the closing of the Backstop Commitment (the “Closing”) shall occur on the later of (i) the third Business Day following the issuance by the Company of the Subscription Notice and (ii) the date that all of the conditions to the Closing set forth in Article V of this Agreement have been satisfied or waived (“Backstop Purchase Price”other than those conditions that by their nature are to be satisfied at the Closing), at 9:00 a.m. (Chicago, Illinois time) at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇. ▇▇▇▇▇▇▇, Chicago, Illinois 60654 or such other place, time and date as shall be agreed between the Company and the proposed Investors (the date of on which the Closing (occurs, the “Closing Date”). (c) If At the Backstop Investor Closing (i) elects a the Company shall issue to each Investor its Pro Rata Portion of the Backstop Acquired Shares against payment by or on behalf of such Investor of the aggregate Rights Offering Conversion Subscription Price for all such shares by wire transfer in immediately available funds to the account designated by the Company in writing at least three Business Day prior to the Closing, (as defined in ii) the Note) Company shall deliver all other documents and certificates required to be delivered to the Investors pursuant to Section 3.1 of 5.3, and (iii) the Note, the Backstop Purchase Price Investors shall deemed deliver all documents and certificates required to be paid by the Backstop Investor through the automatic conversion of outstanding principal under the Note on the Closing Date in an amount equal delivered to the Backstop Purchase Price pursuant to such Rights Offering and (ii) does not elect a Rights Offering Conversion Company pursuant to Section 3.1 of the Note, the Backstop Investor shall remit, via wire transfer of immediately available funds, the Backstop Purchase Price as per the wire instructions set forth in the Backstop Notice on the Closing Date5.2. (d) At the Closing, the The Company shall cause its transfer agent to credit the number of Backstop Shares to which the Backstop Investor is entitled to the Backstop Investor’s or its designee’s account in book entry form and deliver to the Backstop Investor such certificates, documents or instruments required to be delivered by it to the Backstop Investor pursuant to this Agreement. (e) The Company and Backstop Investor acknowledge that an exemption promptly use proceeds from the ownership limitation (“Ownership Limit Exemption”) set forth in the Company’s Articles of Incorporation similar to that previously provided to permit the issuance of securities of the Company to affiliates of the Backstop Investor will similarly be required for the issuance of the Backstop Shares to the Backstop Investor Rights Offering and the Backstop Investor is prepared Commitment to make, and will make, pay the required representations, and execute documents with the same substance and content as the representations and documents previously made and executed in connection with the issuance of securities of the Company to affiliates of the Backstop Investor. The Company shall grant the Ownership Limit Exemption upon receipt of the representations, documents as reasonably requested amount owed by the Company from under the Backstop Investor and/or its affiliatesTax Receivable Agreement for the taxable year ended January 31, 2015, estimated to be approximately $21.8 million plus accrued interest.

Backstop Commitment. (a) On Subject to the consummation of the Rights Offering and the terms and subject to the conditions contained herein, and in reliance on the representations and warranties set forth in of this Agreement, each Investor shall purchase from the Backstop Investor hereby agrees to purchaseCompany, and the Company hereby agrees to sell and shall issue to the Backstop such Investor, at the Rights Subscription Price, such Investor’s Pro Rata Portion of an aggregate number of shares of Common Stock (the “Backstop Purchase Price thereforCommitment”) equal to (x) (i) $30,000,000 minus (y) the aggregate proceeds of the Rights Offering, divided by (z) the Backstop Shares. Rights Subscription Price. Within two (b2) No later than one business day following Business Days after the expiration date closing of the Rights Offering, the Company shall give, or cause to be given, issue to the Backstop Investor, by e-mail or by electronic facsimile transmission, Investors a written notification notice (the “Backstop Subscription Notice”) setting forth the total number of shares of Common Stock subscribed for in the Rights Offering by and the aggregate proceeds of the Rights HoldersOffering and, accordingly, the number of then unsubscribed shares of Common Stock, the aggregate purchase price Stock to be paid acquired by the Backstop Investor for all Backstop Shares Investors pursuant to the Backstop Commitment at the Rights Subscription Price. Shares of Common Stock acquired by the Investors pursuant to the Backstop Commitment are collectively referred to as the “Backstop Acquired Shares.” (b) On the terms and subject to the conditions set forth in this Agreement, the closing of the Backstop Commitment (the “Closing”) shall occur on the later of (i) the third Business Day following the issuance by the Company of the Subscription Notice and (ii) the date that all of the conditions to the Closing set forth in Article V of this Agreement have been satisfied or waived (“Backstop Purchase Price”other than those conditions that by their nature are to be satisfied at the Closing), at 9:00 a.m. (Chicago, Illinois time) at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇. ▇▇▇▇▇▇▇, Chicago, Illinois 60654 or such other place, time and date as shall be agreed between the Company and the proposed Investors (the date of on which the Closing (occurs, the “Closing Date”). (c) If At the Backstop Investor Closing (i) elects a the Company shall issue to each Investor its Pro Rata Portion of the Backstop Acquired Shares against payment by or on behalf of such Investor of the aggregate Rights Offering Conversion Subscription Price for all such shares by wire transfer in immediately available funds to the account designated by the Company in writing at least three Business Day prior to the Closing, (as defined in ii) the Note) Company shall deliver all other documents and certificates required to be delivered to the Investors pursuant to Section 3.1 of 5.3, and (iii) the Note, the Backstop Purchase Price Investors shall deemed deliver all documents and certificates required to be paid by the Backstop Investor through the automatic conversion of outstanding principal under the Note on the Closing Date in an amount equal delivered to the Backstop Purchase Price pursuant to such Rights Offering and (ii) does not elect a Rights Offering Conversion Company pursuant to Section 3.1 of the Note, the Backstop Investor shall remit, via wire transfer of immediately available funds, the Backstop Purchase Price as per the wire instructions set forth in the Backstop Notice on the Closing Date5.2. (d) At the Closing, the The Company shall cause its transfer agent to credit the number of Backstop Shares to which the Backstop Investor is entitled to the Backstop Investor’s or its designee’s account in book entry form and deliver to the Backstop Investor such certificates, documents or instruments required to be delivered by it to the Backstop Investor pursuant to this Agreement. (e) The Company and Backstop Investor acknowledge that an exemption promptly use proceeds from the ownership limitation (“Ownership Limit Exemption”) set forth in the Company’s Articles of Incorporation similar to that previously provided to permit the issuance of securities of the Company to affiliates of the Backstop Investor will similarly be required for the issuance of the Backstop Shares to the Backstop Investor Rights Offering and the Backstop Investor is prepared Commitment to make, repay $9,000,000 in principal amount of outstanding indebtedness under the Term Loan Facility and will make, $15,000,000 in principal amount of outstanding indebtedness under the required representations, and execute documents with the same substance and content as the representations and documents previously made and executed in connection with the issuance of securities of the Company to affiliates of the Backstop InvestorRevolving Credit Facility (without a concurrent commitment reduction). The Company shall grant may use the Ownership Limit Exemption upon receipt of the representations, documents as reasonably requested by the Company remaining net proceeds from the Rights Offering and the Backstop Investor and/or Commitment for general corporate purposes, which may include additional payments on its affiliatesoutstanding indebtedness.

Backstop Commitment. (a) On Subject to the terms and subject conditions of this Backstop Agreement, as of immediately prior to or substantially concurrently with the Transaction Closing, but in any event concurrently with the Closing (as defined in the Subscription Agreements) on the Transaction Closing Date and assuming all conditions precedent to the conditions contained herein, and in reliance on the representations and warranties Transaction Closing set forth in this Article IX of the Business Combination Agreement shall have been satisfied (as determined by the parties to the Business Combination Agreement) or waived in writing by the person(s) with the authority to make such waiver (other than (i) those conditions which, by their nature, are to be satisfied at the Transaction Closing pursuant to the Business Combination Agreement and (ii) Section 9.03(f) of the Business Combination Agreement (Acquiror Assets)), the Backstop Investor Subscriber hereby subscribes for and agrees to purchasepurchase from the Company, and the Company hereby agrees to issue and sell and issue to the Backstop InvestorSubscriber, at a purchase price at the Backstop Purchase Price thereforlower of (i) $10.00 per share, or, (ii) the lowest price per share paid by any such Other Subscriber pursuant to a Subscription Agreement (the applicable purchase price being referred to herein as, the Backstop Shares. (b) No later than one business day following the expiration date of the Rights Offering, the Company shall give, or cause to be given, to the Backstop Investor, by e-mail or by electronic facsimile transmission“Per Share Purchase Price”), a written notification (the “Backstop Notice”) setting forth the total number of shares of Common Stock subscribed for equal to (x) $60,000,000 less the sum of (1) the amount of cash available in the Rights Offering Trust Account as of the Transaction Closing after deducting the aggregate amount payable with respect to the Redemption (and after deducting any excise tax under Section 4501 of the Code (as amended by Rights Holdersthe Inflation Reduction Act of 2022, H.R. 5376) incurred therewith by Acquiror, taking into account all reductions reasonably expected to be available under Section 4501(c)(3) of the Code in the relevant taxable year), plus (2) the aggregate amount committed to be received by the Company, the number Acquiror or any of then unsubscribed its Subsidiaries substantially concurrently with the Transaction Closing pursuant to the Subscription Agreements (the “Cash Commitment Amount”), divided by (y) the Per Share Purchase Price (the “Mandatory Backstop Shares”), but in no event shall the aggregate purchase price paid by the Subscriber for the Mandatory Backstop Shares exceed $25,000,000 (the “Maximum Purchase Price Amount”) without the consent of the Subscriber; provided further, for clarity, that if the aggregate Cash Commitment Amount is equal to or greater than $60,000,000, the Subscriber shall have no obligation to purchase any shares of Common Stock. At the Subscriber’s option, the Subscriber may purchase, and the Company agrees to issue and sell to the Subscriber, at a purchase price equal to the Per Share Purchase Price, an additional number of shares of Common Stock (such additional shares purchased, if any, the “Optional Backstop Shares” and together with the Mandatory Backstop Shares, the “Backstop Shares”) which, when taken together with the Mandatory Backstop Shares, the aggregate purchase price to be paid by for such Optional Backstop Shares and Mandatory Backstop Shares shall not exceed the Maximum Purchase Price Amount without the consent of the Company. The aggregate Per Share Purchase Price for the Backstop Investor for all Backstop Shares pursuant ▇▇▇▇▇▇ purchased hereunder is referred to as the terms of this Agreement (“Backstop Purchase Price”) and the proposed date of the Closing (the “Closing Date”). (cb) If Notwithstanding the foregoing, all of the Subscriber’s obligations and rights with respect to purchasing all or part of the Mandatory Backstop Investor (i) elects a Rights Offering Conversion (as defined Shares may be transferred by the Subscriber to one or more qualified institutional buyers or accredited investors with the consent of the Company, not to be unreasonable withheld, conditioned or delayed, prior to the Transaction Closing Date; provided, that in the Note) pursuant to Section 3.1 case of the Noteany such transfer, the Backstop Purchase Price transferee(s) shall become a Subscriber hereunder and have the rights and obligations and be deemed to be paid by the Backstop Investor through the automatic conversion of outstanding principal under the Note on the Closing Date in an amount equal to the Backstop Purchase Price pursuant to such Rights Offering and (ii) does not elect a Rights Offering Conversion pursuant to Section 3.1 of the Note, the Backstop Investor shall remit, via wire transfer of immediately available funds, the Backstop Purchase Price as per the wire instructions set forth in the Backstop Notice on the Closing Date. (d) At the Closing, the Company shall cause its transfer agent to credit the number of Backstop Shares to which the Backstop Investor is entitled to the Backstop Investor’s or its designee’s account in book entry form and deliver to the Backstop Investor such certificates, documents or instruments required to be delivered by it to the Backstop Investor pursuant to this Agreement. (e) The Company and Backstop Investor acknowledge that an exemption from the ownership limitation (“Ownership Limit Exemption”) set forth in the Company’s Articles of Incorporation similar to that previously provided to permit the issuance of securities of the Company to affiliates of the Backstop Investor will similarly be required for the issuance of the Backstop Shares to the Backstop Investor and the Backstop Investor is prepared to make, and will make, the required representations, and execute documents with the same substance and content as make the representations and documents previously made warranties of Subscriber provided for herein to the extent of such transfer and executed in connection with provided further that no such transfer shall relieve the issuance transferring Subscriber of securities of its obligations hereunder if any such transferee fails to perform such obligations, unless the Company has given its prior written consent to affiliates of the Backstop Investor. The Company shall grant the Ownership Limit Exemption upon receipt of the representations, documents as reasonably requested by the Company from the Backstop Investor and/or its affiliatessuch relief.

Backstop Commitment. (a) On the terms and subject Subject to the consummation of the Rights Offering and the conditions contained herein, and in reliance on the representations and warranties set forth in this Agreement, each Investor shall, severally and not jointly, purchase from the Backstop Investor hereby agrees Company pursuant to purchasethe Rights Offering, and the Company hereby agrees to sell and shall issue to such Investor via the Backstop InvestorRights Offering, at the Subscription Price, such Investor’s Pro Rata Portion of an aggregate number of New Shares (the “Backstop Purchase Price thereforCommitment”) equal to (i) $2.41 million minus the aggregate proceeds of the Rights Offering which are in excess of $190,000, divided by (ii) the Backstop Shares. (b) No later than one business day following Subscription Price. At the expiration date closing of the Rights Offering, the Company shall give, or cause to be given, issue to the Backstop Investor, by e-mail or by electronic facsimile transmission, Investors a written notification notice (the “Backstop Subscription Notice”) setting forth the total number of New Shares subscribed for in the Rights Offering other than pursuant to the Backstop Commitment and the aggregate proceeds of the Rights Offering other than pursuant to the Backstop Commitment and, accordingly, the number of shares of Common Stock subscribed for to be acquired by the Investors pursuant to the Backstop Commitment at the Subscription Price at the Closing of the Rights Offering. New Shares acquired by the Investors pursuant to the Backstop Commitment are collectively referred to as the “Backstop Acquired Shares.” (b) On the terms of and subject to the conditions in this Agreement, the settlement of the Backstop Commitment (the “Closing”) shall occur on the later of (i) the second Business Day following the expiration date of the Rights Offering and (ii) the date that all of the conditions to in Article ‎5 have been satisfied or waived (other than those conditions that by Rights Holders, the number of then unsubscribed shares of Common Stock, the aggregate purchase price their nature are to be paid satisfied at the Closing), at 9:00 a.m. (Eastern time) by the Backstop Investor for all Backstop Shares pursuant to the terms electronic settlement of this Agreement (“Backstop Purchase Price”) shares and the proposed electronic exchange of any applicable documents or at a place, time and date of as shall be agreed between the Company and the Investors (the date on which the Closing (occurs, the “Closing Date”). (c) If At the Backstop Investor Closing (i) elects a the Company shall issue to each Investor its Pro Rata Portion of the Backstop Acquired Shares against payment by or on behalf of such Investor of the aggregate Subscription Price for all such shares in accordance with the payment requirements of the Rights Offering Conversion Offering, (as defined in ii) the Note) Company shall deliver all other documents and certificates required to be delivered to the Investors pursuant to Section 3.1 of ‎5.3, and (iii) the Note, the Backstop Purchase Price Investors shall deemed deliver all documents and certificates required to be paid by the Backstop Investor through the automatic conversion of outstanding principal under the Note on the Closing Date in an amount equal delivered to the Backstop Purchase Price pursuant to such Rights Offering and (ii) does not elect a Rights Offering Conversion Company pursuant to Section 3.1 of the Note, the Backstop Investor shall remit, via wire transfer of immediately available funds, the Backstop Purchase Price as per the wire instructions set forth in the Backstop Notice on the Closing Date‎5.2. (d) At the Closing, the Company shall cause its transfer agent to credit the number of Backstop Shares to which the Backstop Investor is entitled to the Backstop Investor’s or its designee’s account in book entry form and deliver to the Backstop Investor such certificates, documents or instruments required to be delivered by it to the Backstop Investor pursuant to this Agreement. (e) The Company and Backstop Investor acknowledge that an exemption from the ownership limitation (“Ownership Limit Exemption”) set forth in the Company’s Articles of Incorporation similar to that previously provided to permit the issuance of securities of the Company to affiliates of the Backstop Investor will similarly be required for the issuance of the Backstop Shares to the Backstop Investor and the Backstop Investor is prepared to make, and will make, the required representations, and execute documents with the same substance and content as the representations and documents previously made and executed in connection with the issuance of securities of the Company to affiliates of the Backstop Investor. The Company shall grant promptly use proceeds from the Ownership Limit Exemption upon receipt of the representationsRights Offering, documents as reasonably requested by the Company including amounts received from the Backstop Investor and/or its affiliatesCommitment, (i) first to pay costs of the Rights Offering and this Agreement and (ii) second, any remaining proceeds may be used for general corporate purposes (including acquisitions).

Backstop Commitment. (a) On The Investor shall purchase from the terms Company, and subject the Company shall issue and sell to the conditions contained hereinInvestor, at a price per share equal to the Subscription Price, a number of shares of Common Stock (the “Backstop Commitment”) equal to the lesser of (i) the number of shares of Common Stock that will constitute 34.055% of the total number of outstanding shares of Common Stock immediately following the consummation of the Rights Offering and in reliance on the representations issuance of shares of Common Stock pursuant to the Backstop Commitment and warranties (ii) the number of shares of Common Stock equal to (x) the Aggregate Offered Shares minus (y) the number of shares of Common Stock subscribed for and purchased by the holders of record of Common Stock as of the Record Date pursuant to the Rights Offering. For the avoidance of doubt, the intention of the parties hereto (as is otherwise set forth in this Agreement, Section 2.2(a) and in Section 3.1(a) hereof) is that the Investor will acquire a number of shares of Preferred Stock that upon conversion would result in the issuance of a number of shares of Common Stock equal to 19.9% of the total number of shares of Common Stock that will be outstanding immediately after the Backstop Investor hereby agrees to purchaseClosing, and the Company hereby agrees to sell and issue will acquire a number of shares of Common Stock pursuant to the Backstop Investor, at Commitment that will not exceed 34.055% of the total number of outstanding shares of Common Stock immediately after the Backstop Purchase Price thereforClosing, and any reduction in the number of Acquired Shares to be purchased by the Investor pursuant to the terms hereof will be made to the number of shares of Common Stock to be purchased pursuant to the Backstop Shares. Commitment, and not to the number of shares of Preferred Stock to be purchased pursuant to the Preferred Stock Purchase Commitment. As soon as practicable (bbut not more than four Business Days) No later than one business day following after the expiration date of the Rights Offering, the Company shall give, or cause to be given, deliver to the Backstop Investor, by e-mail or by electronic facsimile transmission, Investor a written notification notice (the “Backstop Subscription Notice”) setting forth the total number of shares of Common Stock subscribed for in the Rights Offering by Rights Holdersand, accordingly, the number of then unsubscribed shares of Common Stock, the aggregate purchase price Stock to be paid acquired by the Backstop Investor for all Backstop Shares pursuant to the Backstop Commitment. The shares of Common Stock acquired by the Investor pursuant to the Backstop Commitment are collectively referred to as the “Backstop Shares.” (b) The Backstop Commitment shall be subject to the terms and conditions of this Agreement (“Backstop Purchase Price”) and the proposed date completion of the Closing following events; provided, however, that each of the following conditions shall be subject to waiver by the Investor in its sole discretion, as provided in Section 6.3: (i) the consummation of the Rights Offering by the Company; (ii) the purchase by the holders of record of Common Stock as of the Record Date pursuant to the Rights Offering of at least the number of shares of Common Stock that is equal to 25% of the Aggregate Offered Shares; (iii) the instruments governing the Company’s principal bank credit facility shall have been amended (or an effective waiver thereunder shall have been obtained), and the effect of such amendment or waiver shall be that such instruments shall not prohibit the consummation of the transactions contemplated hereby, including without limitation the Tender Offer, the issuance of the Preferred Stock and the conversion of the Preferred Stock on the terms set forth in the Certificate of Designations; (iv) at least $100 million aggregate principal amount of the Company’s senior debt securities shall have been tendered (and not be subject to withdrawal) by the holders thereof for purchase by the Company pursuant to the Company’s tender offer (the “Tender Offer”) for such debt securities, at an average price of not more than $650.00 per $1000.00 of principal amount of the senior debt securities of the Company. (c) On the terms and subject to the conditions set forth in this Agreement, the closing of the Backstop Commitment (the “Backstop Closing”) shall occur on the later of (i) the next Business Day following the closing of the Rights Offering and (ii) the date that all of the conditions to the Backstop Closing set forth in Article VI of this Agreement have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Backstop Closing), at 9:30 a.m. (Houston time) at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ or such other place, time and date as shall be agreed between the Company and the Investor (the date on which the Backstop Closing occurs, the “Backstop Closing Date”). (cd) If At the Backstop Investor Closing (i) elects a Rights Offering Conversion (as defined the Company shall deliver to the Investor evidence of the issuance of the Backstop Shares, in book-entry form, in the Note) pursuant to Section 3.1 name of the Note, the Backstop Purchase Price shall deemed to be paid Investor against payment by the Backstop Investor through the automatic conversion of outstanding principal under the Note or on the Closing Date in an amount equal to the Backstop Purchase Price pursuant to such Rights Offering and (ii) does not elect a Rights Offering Conversion pursuant to Section 3.1 behalf of the Note, Investor of the Backstop Investor shall remit, via purchase price therefor by wire transfer of immediately available fundsfunds to the account designated by the Company in writing, the Backstop Purchase Price as per the wire instructions set forth in the Backstop Notice on the Closing Date. (dii) At the Closing, the Company shall cause its transfer agent to credit the number of Backstop Shares to which the Backstop Investor is entitled to the Backstop Investor’s or its designee’s account in book entry form deliver all other documents and deliver to the Backstop Investor such certificates, documents or instruments certificates required to be delivered by it to the Backstop Investor pursuant to this Agreement. Section 6.3, and (eiii) The Company the Investor shall deliver all documents and Backstop Investor acknowledge that an exemption from the ownership limitation (“Ownership Limit Exemption”) set forth in the Company’s Articles of Incorporation similar certificates required to that previously provided be delivered to permit the issuance of securities of the Company pursuant to affiliates of the Backstop Investor will similarly be required for the issuance of the Backstop Shares to the Backstop Investor and the Backstop Investor is prepared to make, and will make, the required representations, and execute documents with the same substance and content as the representations and documents previously made and executed in connection with the issuance of securities of the Company to affiliates of the Backstop Investor. The Company shall grant the Ownership Limit Exemption upon receipt of the representations, documents as reasonably requested by the Company from the Backstop Investor and/or its affiliatesSection 6.2.

Backstop Commitment. (a) On The Investor shall purchase from the terms and subject to the conditions contained herein, and in reliance on the representations and warranties set forth in this Agreement, the Backstop Investor hereby agrees to purchaseCompany, and the Company hereby agrees to shall issue and sell and issue to the Backstop Investor, at a price per share equal to the Subscription Price, a number of shares of Common Stock (the "Backstop Purchase Price therefor, Commitment") equal to (i) the Backstop Shares. Aggregate Offered Shares minus (bii) No later the number of shares of Common Stock subscribed for and purchased by the holders of record of Common Stock as of the Record Date under the Basic Subscription Privilege and the Oversubscription Privilege. As soon as practicable (but not more than one business day following two Business Days) after the expiration date of the Rights Offering, the Company shall give, or cause to be given, deliver to the Backstop Investor, by e-mail or by electronic facsimile transmission, Investor a written notification notice (the “Backstop "Subscription Notice”") setting forth the total number of shares of Common Stock subscribed for in the Rights Offering by Rights Holders, and the number of then unsubscribed shares of Common Stock, the aggregate purchase price Stock to be paid acquired by the Backstop Investor for all Backstop Shares pursuant to the Backstop Commitment. The shares of Common Stock acquired by the Investor pursuant to the Backstop Commitment are collectively referred to as the "Backstop Shares." (b) On the terms and subject to the conditions set forth in this Agreement, the closing of the Backstop Commitment (the "Backstop Closing") shall occur on the later of (i) three Business Days following the closing of the Rights Offering and (ii) one Business Day following the date that all of the conditions to the Backstop Closing set forth in Article VI of this Agreement have been satisfied or waived (“other than those conditions that by their nature are to be satisfied at the Backstop Purchase Price”Closing), at 10:00 a.m. (Central Standard Time) at the offices of Winston & S▇▇▇▇▇ LLP, 3▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois 60601 or such other place, time and date as shall be agreed between the Company and the proposed date of the Closing Investor (the “date on which the Backstop Closing occurs, the "Backstop Closing Date”"). (c) If At the Backstop Investor Closing (i) elects a Rights Offering Conversion (as defined in the Note) pursuant to Section 3.1 of the Note, the Backstop Purchase Price shall deemed to be paid by the Backstop Investor through the automatic conversion of outstanding principal under the Note on the Closing Date in an amount equal to the Backstop Purchase Price pursuant to such Rights Offering and (ii) does not elect a Rights Offering Conversion pursuant to Section 3.1 of the Note, the Backstop Investor shall remit, via wire transfer of immediately available funds, the Backstop Purchase Price as per the wire instructions set forth in the Backstop Notice on the Closing Date. (d) At the Closing, the Company shall cause its transfer agent to credit the number of Backstop Shares to which the Backstop Investor is entitled to the Backstop Investor’s or its designee’s account in book entry form and deliver to the Backstop Investor such certificates, documents or instruments required to be delivered by it to the Backstop Investor pursuant to this Agreement. (e) The Company and Backstop Investor acknowledge that an exemption from the ownership limitation (“Ownership Limit Exemption”) set forth in the Company’s Articles evidence of Incorporation similar to that previously provided to permit the issuance of securities of the Company to affiliates of the Backstop Investor will similarly be required for the issuance of the Backstop Shares in the name of the Investor against payment by or on behalf of the Investor of the purchase price therefor by wire transfer of immediately available funds to the Backstop Investor and the Backstop Investor is prepared to make, and will make, the required representations, and execute documents with the same substance and content as the representations and documents previously made and executed in connection with the issuance of securities of the Company to affiliates of the Backstop Investor. The Company shall grant the Ownership Limit Exemption upon receipt of the representations, documents as reasonably requested account designated by the Company from in writing, (ii) the Backstop Company shall deliver all other documents and certificates required to be delivered to the Investor and/or its affiliatespursuant to Section 6.5, and (iii) the Investor shall deliver all documents and certificates required to be delivered to the Company pursuant to Section 6.4.

Backstop Commitment. (a) On Subject to the consummation of the Rights Offering and the terms and subject to the conditions contained herein, and in reliance on the representations and warranties set forth in of this Agreement, the Backstop Investor hereby agrees to purchaseshall purchase from the Company, and the Company hereby agrees to sell and shall issue to the Backstop Investor, at a price per share equal to the Rights Subscription Price, a number of shares of Common Stock (the “Backstop Purchase Price therefor, Commitment”) equal to (x) the Backstop Shares. Aggregate Offered Shares minus (by) No later than one business day following the expiration date number of shares of Common Stock subscribed for and purchased pursuant to the Rights Offering. Within two (2) Business Days after the closing of the Rights Offering, the Company shall give, or cause to be given, issue to the Backstop Investor, by e-mail or by electronic facsimile transmission, Investor a written notification notice (the “Backstop Subscription Notice”) setting forth the total number of shares of Common Stock subscribed for in the Rights Offering by Rights Holdersand, accordingly, the number of then unsubscribed shares of Common Stock (and Preferred Stock, the aggregate purchase price if any) to be paid acquired by the Backstop Investor for all Backstop Shares pursuant to the Backstop Commitment. Shares of Common Stock (and Preferred Stock, if any) acquired by the Investor pursuant to the Backstop Commitment are collectively referred to as the “Backstop Acquired Shares.” (b) On the terms and subject to the conditions set forth in this Agreement, the closing of the Backstop Commitment (the “Closing”) shall occur on the later of (i) the third Business Day following the issuance by the Company of the Subscription Notice and (ii) the date that all of the conditions to the Closing set forth in Article V of this Agreement have been satisfied or waived (“Backstop Purchase Price”other than those conditions that by their nature are to be satisfied at the Closing), at 9:30 a.m. (New York City time) at the offices of Dechert LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or such other place, time and date as shall be agreed between the Company and the proposed Investor (the date of on which the Closing (occurs, the “Closing Date”). (c) If At the Backstop Investor Closing (i) elects a Rights Offering Conversion (as defined in the Note) pursuant Company shall deliver to Section 3.1 the Investor the certificates representing the Backstop Acquired Shares against payment by or on behalf of the Note, Investor of the Backstop Purchase Price shall deemed purchase price therefor by wire transfer in immediately available funds to be paid the account designated by the Backstop Investor through the automatic conversion of outstanding principal under the Note on the Closing Date Company in an amount equal to the Backstop Purchase Price pursuant to such Rights Offering and writing, (ii) does not elect a Rights Offering Conversion pursuant to Section 3.1 of the Note, the Backstop Investor shall remit, via wire transfer of immediately available funds, the Backstop Purchase Price as per the wire instructions set forth in the Backstop Notice on the Closing Date. (d) At the Closing, the Company shall cause its transfer agent to credit the number of Backstop Shares to which the Backstop Investor is entitled to the Backstop Investor’s or its designee’s account in book entry form deliver all other documents and deliver to the Backstop Investor such certificates, documents or instruments certificates required to be delivered by it to the Backstop Investor pursuant to this Agreement. Section 5.3, and (eiii) The Company the Investor shall deliver all documents and Backstop Investor acknowledge that an exemption from the ownership limitation (“Ownership Limit Exemption”) set forth in the Company’s Articles of Incorporation similar certificates required to that previously provided be delivered to permit the issuance of securities of the Company pursuant to affiliates of the Backstop Investor will similarly be required for the issuance of the Backstop Shares to the Backstop Investor and the Backstop Investor is prepared to make, and will make, the required representations, and execute documents with the same substance and content as the representations and documents previously made and executed in connection with the issuance of securities of the Company to affiliates of the Backstop Investor. The Company shall grant the Ownership Limit Exemption upon receipt of the representations, documents as reasonably requested by the Company from the Backstop Investor and/or its affiliatesSection 5.2.

Backstop Commitment. (a) On Upon the terms and subject to the conditions contained herein, the Company shall have the option to require the Backstop Investor to purchase from the Company on a Closing Date, and the Backstop Investor, in reliance on the representations and warranties set forth in this AgreementAgreement hereby agree to purchase from the Company, the Shares set forth in the Closing Notice, as applicable, subject in all respects to the limitations set forth in Section 1(d) below. The Shares that the Backstop Investor hereby agrees is required to purchasepurchase pursuant to this Section 1(a) are referred to herein as the Backstop Investor’s “Backstop Shares.” (b) Subject in all respects to the limitations set forth in Section 1(d) below, and the Company hereby agrees may require the Backstop Investor to sell and issue purchase all or a percentage of the remaining Purchase Maximum (as defined below) on any subsequent date (each, a “Closing Date”) by giving to the Backstop Investor, at the Backstop Purchase Price therefor, the Backstop Shares. (b) No later than one business day following the expiration date of the Rights Offering, the Company shall give, or cause least seven Business Days prior to be given, to the Backstop Investor, by e-mail or by electronic facsimile transmissionsuch Closing Date, a written notification (the a “Backstop Closing Notice”) setting forth the total number percentage of shares of Common Stock subscribed for in the Rights Offering by Rights Holders, Purchase Maximum that the number of then unsubscribed shares of Common Stock, the aggregate purchase price to be paid by Company requires the Backstop Investor for all Backstop Shares pursuant to purchase on such Closing Date. Notwithstanding anything to the terms of this Agreement (“Backstop Purchase Price”) and contrary contained herein, the proposed date of Company shall be permitted to issue a Closing Notice only if the Closing Date will occur during a “window period” (as such term is defined in the “Company’s Window Period Policy). The Company shall neither issue a Closing Date”)Notice nor permit a Closing to occur while any Company employee, officer or director is in possession of material non-public information. (c) If On each Closing Date (the “Closing”), (i) payment for the Backstop Shares that the Backstop Investor (i) elects a Rights Offering Conversion (as defined in the Note) pursuant has agreed to Section 3.1 of the Note, the Backstop Purchase Price purchase shall deemed to be paid effected by the Backstop Investor through wiring an amount (such amount, a “Backstop Drawdown Amount”), to an account of the automatic conversion Company identified to the Backstop Investor at least five days prior to such Closing, equal to the product of outstanding principal under (1) the Note number of Backstop Shares issuable to the Backstop Investor at such Closing (as set forth in a Closing Notice) and (2) the Issue Price, which shall be equal to the closing price for the Common Stock on the Principal Market (as defined below) on the Closing Date in an amount equal to the Backstop Purchase Price pursuant to such Rights Offering Date, and (ii) does not elect a Rights Offering Conversion pursuant the Company shall deliver to Section 3.1 of the Note, the Backstop Investor shall remit, via wire transfer of immediately available funds, the Backstop Purchase Price as per the wire instructions set forth in the Backstop Notice on the Closing DateShares and such certificates. (d) At the Closing, the Company shall cause its transfer agent to credit the number of Backstop Shares to which the Backstop Investor is entitled to the Backstop Investor’s or its designee’s account in book entry form and deliver to the Backstop Investor such certificates, documents or instruments required to be delivered by it to the Backstop Investor pursuant to this Agreement. (e) The Company and Backstop Investor acknowledge that an exemption from the ownership limitation (“Ownership Limit Exemption”) set forth in the Company’s Articles of Incorporation similar to that previously provided to permit the issuance of securities of the Company to affiliates obligation of the Backstop Investor will similarly be required for to purchase Shares hereunder shall terminate on March 20, 2020 (the issuance of “Termination Date”). Notwithstanding anything to the Backstop Shares to contrary contained herein, in no event shall the Backstop Investor and be required to purchase at any Closing hereunder a number of Shares in excess of the Purchase Maximum. As used herein, the term “Purchase Maximum” means an amount equal to (1) $15 million minus (2) the aggregate purchase price of Backstop Shares purchased by the Backstop Investor is prepared hereunder on or prior to make, and will makesuch date minus (3) without duplication, the required representations, and execute documents with the same substance and content as the representations and documents previously made and executed in connection with the issuance of securities of the Company to affiliates of the Backstop Investor. The Company shall grant the Ownership Limit Exemption upon receipt of the representations, documents as reasonably requested aggregate cash proceeds actually received by the Company after the date hereof but on or prior to such date from (i) the Backstop Investor and/or sale of its affiliatesequity or equity-linked securities, in a bona fide transaction, or (ii) the sale of Millipred® to a third party.

Backstop Commitment. (a) On The Investor shall purchase from the terms and subject to the conditions contained herein, and in reliance on the representations and warranties set forth in this Agreement, the Backstop Investor hereby agrees to purchaseCompany, and the Company hereby agrees to shall issue and sell and issue to the Backstop Investor, at a price per share equal to the Subscription Price, a number of shares of Common Stock (the “Backstop Purchase Price therefor, Commitment”) equal to (i) the Backstop Shares. Aggregate Offered Shares minus (bii) No later the number of shares of Common Stock subscribed for and purchased by the holders of record of Common Stock as of the Record Date under the Basic Subscription Privilege and the Oversubscription Privilege. As soon as practicable (but not more than one business day following two Business Days) after the expiration date of the Rights Offering, the Company shall give, or cause to be given, deliver to the Backstop Investor, by e-mail or by electronic facsimile transmission, Investor a written notification notice (the “Backstop Subscription Notice”) setting forth the total number of shares of Common Stock subscribed for in the Rights Offering by Rights Holders, and the number of then unsubscribed shares of Common Stock, the aggregate purchase price Stock to be paid acquired by the Backstop Investor for all Backstop Shares pursuant to the Backstop Commitment. The shares of Common Stock acquired by the Investor pursuant to the Backstop Commitment are collectively referred to as the “Backstop Shares.” (b) On the terms and subject to the conditions set forth in this Agreement, the closing of the Backstop Commitment (the “Backstop Closing”) shall occur on the later of (i) three Business Days following the closing of the Rights Offering and (ii) one Business Day following the date that all of the conditions to the Backstop Closing set forth in Article VI of this Agreement have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Backstop Closing), at 10:00 a.m. (Central Standard Time) at the offices of Winston & ▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois 60601 or such other place, time and date as shall be agreed between the Company and the Investor (the date on which the Backstop Closing occurs, the “Backstop Purchase Price”) and the proposed date of the Closing (the “Closing Date”). (c) If At the Backstop Investor Closing (i) elects a Rights Offering Conversion (as defined in the Note) pursuant to Section 3.1 of the Note, the Backstop Purchase Price shall deemed to be paid by the Backstop Investor through the automatic conversion of outstanding principal under the Note on the Closing Date in an amount equal to the Backstop Purchase Price pursuant to such Rights Offering and (ii) does not elect a Rights Offering Conversion pursuant to Section 3.1 of the Note, the Backstop Investor shall remit, via wire transfer of immediately available funds, the Backstop Purchase Price as per the wire instructions set forth in the Backstop Notice on the Closing Date. (d) At the Closing, the Company shall cause its transfer agent to credit the number of Backstop Shares to which the Backstop Investor is entitled to the Backstop Investor’s or its designee’s account in book entry form and deliver to the Backstop Investor such certificates, documents or instruments required to be delivered by it to the Backstop Investor pursuant to this Agreement. (e) The Company and Backstop Investor acknowledge that an exemption from the ownership limitation (“Ownership Limit Exemption”) set forth in the Company’s Articles evidence of Incorporation similar to that previously provided to permit the issuance of securities of the Company to affiliates of the Backstop Investor will similarly be required for the issuance of the Backstop Shares in the name of the Investor against payment by or on behalf of the Investor of the purchase price therefor by wire transfer of immediately available funds to the Backstop Investor and the Backstop Investor is prepared to make, and will make, the required representations, and execute documents with the same substance and content as the representations and documents previously made and executed in connection with the issuance of securities of the Company to affiliates of the Backstop Investor. The Company shall grant the Ownership Limit Exemption upon receipt of the representations, documents as reasonably requested account designated by the Company from in writing, (ii) the Backstop Company shall deliver all other documents and certificates required to be delivered to the Investor and/or its affiliatespursuant to Section 6.5, and (iii) the Investor shall deliver all documents and certificates required to be delivered to the Company pursuant to Section 6.4.

Backstop Commitment. (a) Investor shall purchase from the Company, and the Company shall issue and sell to Investor, at a price per share equal to the Subscription Price, a number of shares of Preferred Stock (the “Backstop Commitment”) equal to the lesser of (i) the number of shares of Preferred Stock with an aggregate Subscription Price of $40,000,000 and (ii) the number of shares of Preferred Stock equal to the (x) the Aggregate Offered Shares minus (y) the number of shares of Preferred Stock subscribed for and purchased by the holders of Rights pursuant to the Rights Offering. As soon as practicable (but not more than four (4) Business Days) after the expiration of the Rights Offering, the Company shall deliver to Investor a notice (the “Subscription Notice”) setting forth the number of shares of Preferred Stock subscribed for in the Rights Offering and, accordingly, the number of shares of Preferred Stock to be acquired by Investor pursuant to the Backstop Commitment. The shares of Preferred Stock acquired by Investor pursuant to the Backstop Commitment are referred to as the “Backstop Shares.” Investor shall have ten (10) Business Days after receipt of the Subscription Notice to fund the purchase of the Backstop Shares. (b) The Backstop Commitment shall be subject to the terms and conditions of this Agreement and the completion of the following events; provided, however, that each of the following conditions shall be subject to waiver by Investor in its sole discretion, as provided in Section 5.3: (i) the expiration of the Rights Offering; (ii) the Required Stockholder Approval; (iii) the Company’s 2006 Long-Term Incentive Plan, amended and restated effective March 12, 2009, (the “Long Term Incentive Plan”) shall have been amended on terms acceptable to Investor, and the effect of such amendment or waiver shall be that the issuance of the Preferred Stock shall not constitute or lead to a corporate change, as defined in Long Term Incentive Plan; and (iv) the instruments governing the Company’s principal bank credit facility shall have been amended on terms reasonably acceptable to Investor (with the Investor acknowledging that the terms of the Credit Agreement executed on May 28, 2010 are acceptable to Investor) and the effect of such amendment shall be that such instruments shall not prohibit the consummation of the transactions contemplated hereby, including without limitation the issuance of the Preferred Stock and the payment of the dividends pursuant to the terms of the Certificate of Designations on and conversion of the Preferred Stock, in each case on the terms set forth in the Certificate of Designations. (c) On the terms and subject to the conditions contained herein, and in reliance on the representations and warranties set forth in this Agreement, the Backstop Investor hereby agrees to purchase, and the Company hereby agrees to sell and issue to closing of the Backstop Investor, at the Backstop Purchase Price therefor, the Backstop Shares. (b) No later than one business day following the expiration date of the Rights Offering, the Company shall give, or cause to be given, to the Backstop Investor, by e-mail or by electronic facsimile transmission, a written notification Commitment (the “Backstop NoticeClosing”) setting forth shall occur on the total number later of shares (i) the closing of Common Stock subscribed for in the Rights Offering by Rights Holders, or (ii) the number date that all of then unsubscribed shares of Common Stock, the aggregate purchase price conditions to be paid by the Backstop Investor for all Backstop Shares pursuant to the terms Closing set forth in Article VI of this Agreement have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Backstop Closing), at 9:30 a.m. (Houston time) at the offices of ▇▇▇▇▇▇▇▇ & Knight, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ or such other place, time and date as shall be agreed between the Company and Investor (the date on which the Backstop Closing occurs, the “Backstop Purchase Price”) and the proposed date of the Closing (the “Closing Date”). (cd) If At the Backstop Investor Closing (i) elects a Rights Offering Conversion (as defined the Company shall deliver to Investor evidence of the issuance of the Backstop Shares, in book-entry form, in the Note) pursuant to Section 3.1 name of Investor against payment by or on behalf of Investor of the Note, the Backstop Purchase Price shall deemed to be paid purchase price therefor by the Backstop Investor through the automatic conversion of outstanding principal under the Note on the Closing Date in an amount equal to the Backstop Purchase Price pursuant to such Rights Offering and (ii) does not elect a Rights Offering Conversion pursuant to Section 3.1 of the Note, the Backstop Investor shall remit, via wire transfer of immediately available fundsfunds to the account designated by the Company in writing, the Backstop Purchase Price as per the wire instructions set forth in the Backstop Notice on the Closing Date. (dii) At the Closing, the Company shall cause its transfer agent to credit the number of Backstop Shares to which the Backstop Investor is entitled to the Backstop Investor’s or its designee’s account in book entry form deliver all other documents and deliver to the Backstop Investor such certificates, documents or instruments certificates required to be delivered by it to the Backstop Investor pursuant to this Agreement. Section 5.3, and (eiii) The Company Investor shall deliver all documents and Backstop Investor acknowledge that an exemption from the ownership limitation (“Ownership Limit Exemption”) set forth in the Company’s Articles of Incorporation similar certificates required to that previously provided be delivered to permit the issuance of securities of the Company pursuant to affiliates of the Backstop Investor will similarly be required for the issuance of the Backstop Shares to the Backstop Investor and the Backstop Investor is prepared to make, and will make, the required representations, and execute documents with the same substance and content as the representations and documents previously made and executed in connection with the issuance of securities of the Company to affiliates of the Backstop Investor. The Company shall grant the Ownership Limit Exemption upon receipt of the representations, documents as reasonably requested by the Company from the Backstop Investor and/or its affiliatesSection 5.2.