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 Units. (b) No later than (1) Business Day following the Expiration 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 amount of Units subscribed for in the Rights Offering by Rights Holders, the number of then unsubscribed Units, and the purchase price for the Backstop Investor pursuant to the terms of this Agreement (“Backstop Purchase Price”). (c) The Backstop Investor will remit, via wire transfer of immediately available funds, the Backstop Purchase Price, directly to the 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 Investor, no later than 5:00 p.m. EST on the third (3rd) Business Day following receipt of the Backstop Notice. (d) 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) 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 shareholder approval obtained at the Company’s 2017 Annual Meeting of Stockholders on September 29, 2017.

Backstop Commitment. (a) Subject to the consummation of the Rights Offering and the terms and conditions of this Agreement, the Investors shall purchase from the Company (in amounts among the Investors as set forth on Annex III hereto), and the Company shall sell and issue to the Investors, at a price per share equal to the Rights Subscription Price, a number of shares of Common Stock (the “Backstop Commitment”) equal to (x) the Aggregate Offered Shares minus the sum of (y) (1) the 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 Subscription Period, the Company shall issue to the Investors a notice (the “Subscription Notice”) setting forth the number of shares of Common Stock subscribed for in the Rights Offering and the Management Shares to be acquired as contemplated by Section 6.3(h) and, accordingly, the number of shares of Common Stock to be acquired by the 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 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 Commitment (the Backstop Purchase Price therefor, “Closing”) shall occur on the Backstop Units. later of (bi) No simultaneously with the closing of the Rights Offering which shall occur no later than (1) the third Business Day following the Expiration Date, issuance by the Company shall give, or cause to be given, of the Subscription Notice and (ii) the date that all of the conditions to the Backstop Investor, by e-mail or by electronic facsimile transmission, a written notification (the “Backstop Notice”) setting Closing set forth the total amount of Units subscribed for in the Rights Offering by Rights Holders, the number of then unsubscribed Units, and the purchase price for the Backstop Investor pursuant to the terms 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. (cNew York City time) The Backstop Investor will remit, via wire transfer at the offices of immediately available funds, the Backstop Purchase Price, directly to the account maintained by the Subscription Agent, for purposes of accepting subscriptions in the Rights Offering at J▇ ▇▇▇▇▇▇▇▇ C& ▇▇▇▇▇▇▇▇ LLP, 4 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇, SWIFT CHASUS333or such other place, ABA# 0▇▇▇▇▇▇▇▇time and date as shall be agreed between the Company and the Investors (the date on which the Closing occurs, Credit: Continental Stock Transfer & Trust the “Closing Date”). (c) At the Closing (i) the Company as subscription agent for R▇▇▇’▇ Inc. Rights Offershall 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, Account # 475-471873, for further credit (ii) the Company shall deliver all other documents and certificates required to R▇▇▇’▇ Inc.be delivered to the Investors pursuant to Section 6.3, and name of (iii) the Backstop Investor, no later than 5:00 p.m. EST on Investors shall deliver all documents and certificates required to be delivered to the third (3rd) Business Day following receipt of the Backstop NoticeCompany pursuant to Section 6.2. (d) The Company shall cause its transfer agent to credit In the aggregate number event the closing of Backstop Shares the Rights Offering occurs, and Backstop Warrants to which in consideration for the Backstop Investor is entitled Investors agreeing to the Backstop Investor’s or its designee’s account in book entry form and deliver Commitment, the Company shall pay to 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 Investor such certificates, documents or instruments required to be delivered by it Commitment Fee” and the shares of Common Stock issued to the Investor, “Backstop Investor pursuant Commitment Fee Shares”). For the avoidance of doubt, no Backstop Commitment Fee shall be payable unless and until a closing of the Rights Offering occurs and, to this Agreement. (e) Investment the extent the Rights Offering is not fully subscribed, the Investors have closed the purchase 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 shareholder approval obtained at the Company’s 2017 Annual Meeting of Stockholders on September 29, 2017Acquired Shares.

Backstop Commitment. (a) Subject to the consummation of the Rights Offering and terms and conditions set forth herein, in order to provide assurance that the Company will receive gross proceeds from the Rights Offering not to exceed the amount of $7.0 million in the aggregate, the Backstop Purchaser agrees to exercise its Rights in full and to purchase, at the Subscription Price, that number of the shares of Common Stock equal to (x) $7.0 million, less the aggregate dollar amount of the shares subscribed for pursuant to the exercise of Rights (including the Over-Subscription Privilege (as defined in the Registration Statement)), 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 Purchaser being hereinafter referred to as the “Backstop Commitment”. The Subscription Price shall be determined by the Board 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) Within one (1) business day after the closing of the Rights Offering, the Company shall issue to the Backstop Purchaser a notice (the “Subscription Notice”) setting forth the 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 Offering and, accordingly, the number of Unsubscribed Rights Shares to be acquired by the Backstop 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 contained herein, and in reliance on the representations and warranties set forth in this Agreement, the closing of the Backstop Investor 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 have been satisfied or waived or such other time and date as shall be agreed between the Company and the Backstop Purchaser (the date on which the Closing occurs, the “Closing Date”). (d) At the Closing (i) the Company shall issue to the Backstop Purchaser the Backstop Acquired Shares against payment by or on behalf of the Backstop Purchaser 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 (3) business days prior to the Closing. (e) The Company and the Backstop Purchaser hereby agrees agree to purchaseuse their reasonable best efforts to execute, deliver, and file, as applicable, any additional ancillary instruments, documents, or agreements necessary to consummate the 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 resale under the Securities Act of the Backstop Acquired Shares purchased by the Backstop 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 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 Purchaser, the Company hereby agrees to sell reimburse the Backstop Purchaser for all reasonable and issue documented out-of-pocket costs and expenses it incurs in connection with the Rights Offering and the Backstop Commitment, including due diligence efforts, the negotiation and preparation of documents relating to the Backstop Investortransaction, at the preparation and filing of regulatory applications and notices, and the undertaking of the transactions contemplated hereby, including, but not limited to, the fees and expenses of the Backstop Purchase Price thereforPurchaser’s accounting, the Backstop Units. (b) No later than (1) Business Day following the Expiration Datefinancial and investment banking advisors, the Company shall give, or cause to be given, to the Backstop Investor, by e-mail or by electronic facsimile transmission, a written notification legal counsel and credit review (the “Backstop Notice”) setting forth the total amount of Units subscribed for in the Rights Offering by Rights Holders, the number of then unsubscribed Units, and the purchase price for the Backstop Investor pursuant to the terms of this Agreement (“Backstop Purchase PricePurchaser’s Expenses”). (cg) The Backstop Investor Purchaser has no obligation to consummate the transactions contemplated by this Agreement unless and until: (i) the Company shall have executed and delivered the 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 documentation governing the Refinancing shall have been satisfied or waived (or will remit, via wire transfer be satisfied and waived substantially concurrently with the occurrence of immediately available fundsthe Closing Date); and (iii) the Company has consummated the Refinancing (collectively, the Backstop Purchase Price, directly to the 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 Investor, no later than 5:00 p.m. EST on the third (3rd) Business Day following receipt of the Backstop Notice“Refinancing Condition”). (d) 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) 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 shareholder approval obtained at the Company’s 2017 Annual Meeting of Stockholders on September 29, 2017.

Backstop Commitment. (a) Subject to the consummation of the Rights Offering and the terms and conditions of this Agreement, each Investor shall purchase from the Company, and the Company shall issue to such Investor, at the Rights Subscription Price, such Investor’s Pro Rata Portion of an aggregate number of shares of Common Stock (the “Backstop Commitment”) equal to (x) (i) $30,000,000 minus (y) the aggregate proceeds of the Rights Offering, divided by (z) the Rights Subscription Price. Within two (2) Business Days after the closing of the Rights Offering, the Company shall issue to the Investors a notice (the “Subscription Notice”) setting forth the number of shares of Common Stock subscribed for in the Rights Offering and the aggregate proceeds of the Rights Offering and, accordingly, the number of shares of Common Stock to be acquired by the 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 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 Commitment (the Backstop Purchase Price therefor, “Closing”) shall occur on the Backstop Units. later of (bi) No later than (1) the third Business Day following the Expiration Date, issuance by the Company shall give, or cause to be given, of the Subscription Notice and (ii) the date that all of the conditions to the Backstop Investor, by e-mail or by electronic facsimile transmission, a written notification (the “Backstop Notice”) setting Closing set forth the total amount of Units subscribed for in the Rights Offering by Rights Holders, the number of then unsubscribed Units, and the purchase price for the Backstop Investor pursuant to the terms 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. (cChicago, Illinois time) The Backstop Investor will remit, via wire transfer at the offices of immediately available funds, the Backstop Purchase Price, directly to the account maintained by the Subscription Agent, for purposes of accepting subscriptions in the Rights Offering at J▇ ▇▇▇▇▇▇ C▇▇▇▇, 4 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇& ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇, SWIFT CHASUS333, ABA# 0▇. ▇▇▇▇▇▇▇, Credit: Continental Stock Transfer & Trust Chicago, Illinois 60654 or such other place, time and date as shall be agreed between the Company as subscription agent for R▇▇▇’▇ Inc. Rights Offerand the Investors (the date on which the Closing occurs, Account # 475-471873, for further credit the “Closing Date”). (c) At the Closing (i) the Company shall issue to R▇▇▇’▇ Inc., and name each Investor its Pro Rata Portion of the Backstop Investor, no later than 5:00 p.m. EST Acquired Shares against payment by or on behalf of such Investor of the third (3rd) aggregate Rights 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 following receipt of prior to the Backstop NoticeClosing, (ii) the Company shall deliver all other documents and certificates required to be delivered to the Investors pursuant to Section 5.3, and (iii) the Investors shall deliver all documents and certificates required to be delivered to the Company pursuant to Section 5.2. (d) The Company shall cause its transfer agent to credit promptly use proceeds from the aggregate number of Backstop Shares Rights Offering and Backstop Warrants to which the Backstop Investor is entitled Commitment to repay $9,000,000 in principal amount of outstanding indebtedness under the Term Loan Facility and $15,000,000 in principal amount of outstanding indebtedness under the Revolving Credit Facility (without a concurrent commitment reduction). The Company may use the remaining net proceeds from the Rights Offering and the Backstop Investor’s or Commitment for general corporate purposes, which may include additional payments on 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 Agreementoutstanding indebtedness. (e) 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 shareholder approval obtained at the Company’s 2017 Annual Meeting of Stockholders on September 29, 2017.

Backstop Commitment. (a) Subject to the consummation of the Rights Offering and the terms and conditions of this Agreement, the Investor shall purchase from the Company, and the Company shall issue to the Investor, at a price per share equal to the Rights Subscription Price, a number of shares of Common Stock (the “Backstop Commitment”) equal to (x) the Aggregate Offered Shares minus (y) the 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 issue to the Investor a notice (the “Subscription Notice”) setting forth the number of shares of Common Stock subscribed for in the Rights Offering and, accordingly, the number of shares of Common Stock (and Preferred Stock, if any) to be acquired by the Investor 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 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 Commitment (the Backstop Purchase Price therefor, “Closing”) shall occur on the Backstop Units. later of (bi) No later than (1) the third Business Day following the Expiration Date, issuance by the Company shall give, or cause to be given, of the Subscription Notice and (ii) the date that all of the conditions to the Backstop Investor, by e-mail or by electronic facsimile transmission, a written notification (the “Backstop Notice”) setting Closing set forth the total amount of Units subscribed for in the Rights Offering by Rights Holders, the number of then unsubscribed Units, and the purchase price for the Backstop Investor pursuant to the terms 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. (cNew York City time) The Backstop Investor will remitat the offices of Dechert LLP, via wire transfer of immediately available funds, the Backstop Purchase Price, directly to the 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.▇▇▇▇▇ or such other place, time and name of date as shall be agreed between the Backstop InvestorCompany and the Investor (the date on which the Closing occurs, no later than 5:00 p.m. EST on the third (3rd) Business Day following receipt of the Backstop Notice“Closing Date”). (dc) The At the Closing (i) 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 Investor the certificates representing the Backstop Acquired Shares against payment by or on behalf of the Investor such certificatesof the purchase price therefor by wire transfer in immediately available funds to the account designated by the Company in writing, (ii) the Company shall deliver all other documents or instruments and certificates required to be delivered by it to the Backstop Investor pursuant to this AgreementSection 5.3, and (iii) the Investor shall deliver all documents and certificates required to be delivered to the Company pursuant to Section 5.2. (e) 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 shareholder approval obtained at the Company’s 2017 Annual Meeting of Stockholders on September 29, 2017.

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 Units. (b) No later than (1) Business Day following the Expiration 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 Commitment (the “Backstop NoticeClosing”) setting forth the total amount of Units subscribed for in the Rights Offering by Rights Holders, the number of then unsubscribed Units, and the purchase price for shall occur on or before the Backstop Investor pursuant to Closing Date, at 10:00 a.m. (New York time) at the terms offices of this Agreement (“Backstop Purchase Price”). (c) The Backstop Investor will remitGuzov Ofsink, via wire transfer of immediately available fundsLLC, the Backstop Purchase Price, directly to the 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.or such other place, time and name of date as shall be agreed between the Backstop Investor, no later than 5:00 p.m. EST on the third (3rd) Business Day following receipt of the Backstop Notice. (d) 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 AgreementInvestor(s). (e) Investment At the Backstop Closing (i) the Company shall deliver to the Backstop Investor(s) evidence of any amount greater than $6 million will be made the issuance of the Backstop Shares, in the name of the Backstop Investor’s sole discretionInvestor(s) against payment by or on behalf of Investor of the purchase price therefor by wire transfer of immediately available funds to the account designated by the Company in writing, subject (ii) the Company shall deliver all other documents and certificates required to limitations of NYSE American be delivered to the Backstop Investor(s) pursuant to the Backstop Purchase Agreement, and (iii) the Backstop Investor(s) shall deliver all documents and certificates required to be delivered to the Company Guide Section 713 and shareholder approval obtained at pursuant to the Company’s 2017 Annual Meeting of Stockholders on September 29, 2017Backstop Purchase Agreement.

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 Units. (b) No later than (1) least seven Business Day following the Expiration Days prior to such Closing 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 a “Backstop Closing Notice”) setting forth the total amount percentage of Units subscribed for in the Rights Offering by Rights Holders, Purchase Maximum that the number of then unsubscribed Units, and the purchase price for Company requires the Backstop Investor pursuant to purchase on such Closing Date. Notwithstanding anything to the terms contrary contained herein, the 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 Notice nor permit a Closing to occur while any Company employee, officer or director is in possession of this Agreement (“Backstop Purchase Price”)material non-public information. (c) The On each Closing Date (the “Closing”), (i) payment for the Backstop Shares that the Backstop Investor will remit, via wire transfer of immediately available funds, has agreed to purchase shall be effected by the Backstop Purchase Investor wiring an amount (such amount, a “Backstop Drawdown Amount”), to an account of the Company identified to the Backstop Investor at least five days prior to such Closing, equal to the product of (1) the number of Backstop Shares issuable to the Backstop Investor at such Closing (as set forth in a Closing Notice) and (2) the Issue Price, directly which shall be equal to the account maintained by closing price for the Subscription Agent, for purposes of accepting subscriptions in Common Stock on the Rights Offering at J▇ ▇▇▇▇▇▇ C▇▇▇▇, 4 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, SWIFT CHASUS333, ABA# 0▇▇▇▇▇▇▇▇, Credit: Continental Stock Transfer & Trust Company Principal Market (as subscription agent for R▇▇▇’▇ Inc. Rights Offer, Account # 475-471873, for further credit to R▇▇▇’▇ Inc.defined below) on the Closing Date, and name of (ii) the Company shall deliver to the Backstop Investor, no later than 5:00 p.m. EST on the third (3rd) Business Day following receipt of Investor the Backstop NoticeShares and such certificates. (d) The Company obligation of the Backstop Investor to purchase Shares hereunder shall cause its transfer agent terminate on March 20, 2020 (the “Termination Date”). Notwithstanding anything to credit the contrary contained herein, in no event shall the Backstop Investor 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 number purchase price of Backstop Shares and Backstop Warrants to which purchased by the Backstop Investor is entitled hereunder on or prior to such date minus (3) without duplication, the Backstop Investor’s aggregate cash proceeds actually received by the Company after the date hereof but on or prior to such date from (i) the sale of its designee’s account equity or equity-linked securities, in book entry form and deliver a bona fide transaction, or (ii) the sale of Millipred® to the Backstop Investor such certificates, documents or instruments required to be delivered by it to the Backstop Investor pursuant to this Agreementa third party. (e) 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 shareholder approval obtained at the Company’s 2017 Annual Meeting of Stockholders on September 29, 2017.

Backstop Commitment. (a) The Investor shall purchase from the Company, and the Company shall issue and sell to the Investor, at a price per share equal to the Subscription Price, a number of shares of Common Stock (the "Backstop Commitment") equal to (i) the Aggregate Offered Shares minus (ii) 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 two Business Days) after the expiration of the Rights Offering, the Company shall deliver to the Investor a notice (the "Subscription Notice") setting forth the number of shares of Common Stock subscribed for in the Rights Offering and the number of shares of Common Stock to be acquired by the Investor 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 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 Commitment (the "Backstop Purchase Price therefor, Closing") shall occur on the Backstop Units. later of (bi) No later than three Business Days following the closing of the Rights Offering and (1ii) one Business Day following the Expiration Date, date that all of the Company shall give, or cause to be given, conditions to the Backstop Investor, by e-mail or by electronic facsimile transmission, a written notification (the “Backstop Notice”) setting Closing set forth the total amount of Units subscribed for in the Rights Offering by Rights Holders, the number of then unsubscribed Units, and the purchase price for the Backstop Investor pursuant to the terms Article VI of this Agreement have been satisfied or waived (“Backstop Purchase Price”). (c) The Backstop Investor will remit, via wire transfer of immediately available funds, other than those conditions that by their nature are to be satisfied at the Backstop Purchase PriceClosing), directly to at 10:00 a.m. (Central Standard Time) at the account maintained by the Subscription Agent, for purposes offices of accepting subscriptions in the Rights Offering at J▇ ▇Winston & S▇▇▇▇▇ CLLP, 3▇ ▇▇▇▇, 4 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇Chicago, SWIFT CHASUS333Illinois 60601 or such other place, ABA# 0▇▇▇▇▇▇▇▇time and date as shall be agreed between the Company and the Investor (the date on which the Backstop Closing occurs, Credit: Continental Stock Transfer & Trust the "Backstop Closing Date"). (c) At the Backstop Closing (i) the Company as subscription agent for R▇▇▇’▇ Inc. Rights Offer, Account # 475-471873, for further credit shall deliver to R▇▇▇’▇ Inc., and the Investor evidence of the issuance of the Backstop Shares in the name of the Backstop Investor, no later than 5:00 p.m. EST Investor against payment by or on the third (3rd) Business Day following receipt behalf of the Backstop Notice. Investor of the purchase price therefor by wire transfer of immediately available funds to the account designated by the Company in writing, (dii) The the Company shall cause its transfer agent to credit the aggregate number of Backstop Shares deliver all other documents 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 certificates required to be delivered by it to the Backstop Investor pursuant to this AgreementSection 6.5, and (iii) the Investor shall deliver all documents and certificates required to be delivered to the Company pursuant to Section 6.4. (e) 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 shareholder approval obtained at the Company’s 2017 Annual Meeting of Stockholders on September 29, 2017.

Backstop Commitment. (a) The Investor shall purchase from the Company, and the Company shall issue and sell to the Investor, at a price per share equal to the Subscription Price, a number of shares of Common Stock (the “Backstop Commitment”) equal to (i) the Aggregate Offered Shares minus (ii) 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 two Business Days) after the expiration of the Rights Offering, the Company shall deliver to the Investor a notice (the “Subscription Notice”) setting forth the number of shares of Common Stock subscribed for in the Rights Offering and the number of shares of Common Stock to be acquired by the Investor 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 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 Commitment (the “Backstop Purchase Price therefor, Closing”) shall occur on the Backstop Units. later of (bi) No later than three Business Days following the closing of the Rights Offering and (1ii) one Business Day following the Expiration Date, date that all of the Company shall give, or cause to be given, conditions to the Backstop Investor, by e-mail or by electronic facsimile transmission, a written notification (the “Backstop Notice”) setting Closing set forth the total amount of Units subscribed for in the Rights Offering by Rights Holders, the number of then unsubscribed Units, and the purchase price for the Backstop Investor pursuant to the terms Article VI of this Agreement have been satisfied or waived (“Backstop Purchase Price”). (c) The Backstop Investor will remit, via wire transfer of immediately available funds, other than those conditions that by their nature are to be satisfied at the Backstop Purchase PriceClosing), directly to at 10:00 a.m. (Central Standard Time) at the account maintained by the Subscription Agent, for purposes offices of accepting subscriptions in the Rights Offering at J▇ Winston & ▇▇▇▇▇▇ CLLP, ▇▇ ▇▇▇▇, 4 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇Chicago, SWIFT CHASUS333Illinois 60601 or such other place, ABA# 0▇▇▇▇▇▇▇▇time and date as shall be agreed between the Company and the Investor (the date on which the Backstop Closing occurs, Credit: Continental Stock Transfer & Trust the “Backstop Closing Date”). (c) At the Backstop Closing (i) the Company as subscription agent for R▇▇▇’▇ Inc. Rights Offer, Account # 475-471873, for further credit shall deliver to R▇▇▇’▇ Inc., and the Investor evidence of the issuance of the Backstop Shares in the name of the Backstop Investor, no later than 5:00 p.m. EST Investor against payment by or on the third (3rd) Business Day following receipt behalf of the Backstop Notice. Investor of the purchase price therefor by wire transfer of immediately available funds to the account designated by the Company in writing, (dii) The the Company shall cause its transfer agent to credit the aggregate number of Backstop Shares deliver all other documents 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 certificates required to be delivered by it to the Backstop Investor pursuant to this AgreementSection 6.5, and (iii) the Investor shall deliver all documents and certificates required to be delivered to the Company pursuant to Section 6.4. (e) 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 shareholder approval obtained at the Company’s 2017 Annual Meeting of Stockholders on September 29, 2017.

Backstop Commitment. (a) The Investor shall purchase from the Company, and the Company shall issue and sell to the Investor, 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 the issuance of shares of Common Stock pursuant to the Backstop Commitment and (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 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 Closing, and will acquire a number of shares of Common Stock pursuant to the Backstop Commitment that will not exceed 34.055% of the total number of outstanding shares of Common Stock immediately after the Backstop Closing, 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 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 (but not more than four Business Days) after the expiration of the Rights Offering, the Company shall deliver to the Investor a notice (the “Subscription Notice”) setting forth the number of shares of Common Stock subscribed for in the Rights Offering and, accordingly, the number of shares of Common Stock to be acquired by the Investor 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 and the completion of the 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 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 Commitment (the “Backstop Purchase Price therefor, Closing”) shall occur on the Backstop Units. later of (bi) No later than (1) the next Business Day following the Expiration Date, closing of the Company shall give, or cause to be given, Rights Offering and (ii) the date that all of the conditions to the Backstop Investor, by e-mail or by electronic facsimile transmission, a written notification (the “Backstop Notice”) setting Closing set forth the total amount of Units subscribed for in the Rights Offering by Rights Holders, the number of then unsubscribed Units, and the purchase price for the Backstop Investor pursuant to the terms Article VI of this Agreement have been satisfied or waived (“Backstop Purchase Price”). (c) The Backstop Investor will remit, via wire transfer of immediately available funds, other than those conditions that by their nature are to be satisfied at the Backstop Purchase PriceClosing), directly to at 9:30 a.m. (Houston time) at the account maintained by the Subscription Agent, for purposes offices of accepting subscriptions in the Rights Offering at J▇ ▇▇▇▇▇▇▇ C▇▇▇▇▇ LLP, 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.or such other place, time and name of date as shall be agreed between the Company and the Investor (the date on which the Backstop InvestorClosing occurs, no later than 5:00 p.m. EST on the third (3rd) Business Day following receipt of the “Backstop NoticeClosing Date”). (d) The At the Backstop Closing (i) 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 Investor evidence of the issuance of the Backstop Shares, in book-entry form, in the name of the Investor such certificatesagainst payment by or on behalf of the Investor of the purchase price therefor by wire transfer of immediately available funds to the account designated by the Company in writing, (ii) the Company shall deliver all other documents or instruments and certificates required to be delivered by it to the Backstop Investor pursuant to this AgreementSection 6.3, and (iii) the Investor shall deliver all documents and certificates required to be delivered to the Company pursuant to Section 6.2. (e) 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 shareholder approval obtained at the Company’s 2017 Annual Meeting of Stockholders on September 29, 2017.

Backstop Commitment. (a) Subject to the consummation of the Rights Offering and the terms and conditions of this Agreement, the Investor shall purchase from the Company, and the Company shall issue to the Investor, at the Rights Subscription Price, an aggregate number of shares of Common Stock (the “Backstop Commitment”) 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 Commitment exceed (i) $3,000,000 divided by the 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 issue to the Investor a notice (the “Subscription Notice”) setting forth the number of shares of Common Stock subscribed for in the Rights Offering and the aggregate gross proceeds of the Rights Offering and, accordingly, the number of shares of Common Stock to be acquired by the Investor 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 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 Commitment (the Backstop Purchase Price therefor, “Closing”) shall occur on the Backstop Units. later of (bi) No later than (1) the third Business Day following the Expiration Date, issuance by the Company shall give, or cause to be given, of the Subscription Notice and (ii) the date that all of the conditions to the Backstop Investor, by e-mail or by electronic facsimile transmission, a written notification (the “Backstop Notice”) setting Closing set forth the total amount of Units subscribed for in the Rights Offering by Rights Holders, the number of then unsubscribed Units, and the purchase price for the Backstop Investor pursuant to the terms 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. (cNew York, New York time) The Backstop Investor will remitat the offices of Fox Rothschild LLP, via wire transfer of immediately available funds, the Backstop Purchase Price, directly to the account maintained by the Subscription Agent, for purposes of accepting subscriptions in the Rights Offering at J▇ ▇▇▇▇▇▇ C▇▇▇▇, 4 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ or such other place, SWIFT CHASUS333time and date as shall be agreed between the Company and the Investor (the date on which the Closing occurs, 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 Investor, no later than 5:00 p.m. EST on the third (3rd) Business Day following receipt of the Backstop Notice“Closing Date”). (dc) The At the Closing (i) the Company shall cause its transfer agent issue to credit the Investor the Backstop Acquired Shares against payment by or on behalf of the Investor of the aggregate number of Backstop Shares and Backstop Warrants to which the Backstop Investor is entitled Rights Subscription Price for all such shares by wire transfer in immediately available funds to the Backstop Investor’s or its designee’s account designated by the Company in book entry form and deliver writing at least three Business Day prior to the Backstop Investor such certificatesClosing, (ii) the Company shall deliver all other documents or instruments and certificates required to be delivered by it to the Backstop Investor pursuant to this AgreementSection 5.3, and (iii) the Investor shall deliver all documents and certificates required to be delivered to the Company pursuant to Section 5.2. (e) 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 shareholder approval obtained at the Company’s 2017 Annual Meeting of Stockholders on September 29, 2017.

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 Units. (b) No later than (1) Business Day following Subscription Price. At the Expiration Dateclosing 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 amount number of Units New Shares subscribed for in the Rights Offering by other than pursuant to the Backstop Commitment and the aggregate proceeds of the Rights HoldersOffering other than pursuant to the Backstop Commitment and, accordingly, the number of then unsubscribed Units, and shares of Common Stock to be acquired by the purchase price for the Backstop Investor 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 Agreement, the settlement of the Backstop Commitment (the “Backstop Purchase PriceClosing”) 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 their nature are to be satisfied at the Closing), at 9:00 a.m. (Eastern time) by electronic settlement of shares and the electronic exchange of any applicable documents or at a 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) The Backstop At the Closing (i) the Company shall issue to each Investor will remit, via wire transfer of immediately available funds, the Backstop Purchase Price, directly to the 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 its Pro Rata Portion of the Backstop Investor, no later than 5:00 p.m. EST Acquired Shares against payment by or on the third (3rd) Business Day following receipt behalf of such Investor of the Backstop Noticeaggregate Subscription Price for all such shares in accordance with the payment requirements of the Rights Offering, (ii) the Company shall deliver all other documents and certificates required to be delivered to the Investors pursuant to Section ‎5.3, and (iii) the Investors shall deliver all documents and certificates required to be delivered to the Company pursuant to Section ‎5.2. (d) The Company shall cause its transfer agent to credit promptly use proceeds from the aggregate number of Backstop Shares and Backstop Warrants to which Rights Offering, including amounts received from the Backstop Investor is entitled Commitment, (i) first to pay costs of the Backstop Investor’s or its designee’s account in book entry form Rights Offering and deliver to the Backstop Investor such certificatesthis Agreement and (ii) second, documents or instruments required to any remaining proceeds may be delivered by it to the Backstop Investor pursuant to this Agreementused for general corporate purposes (including acquisitions). (e) 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 shareholder approval obtained at the Company’s 2017 Annual Meeting of Stockholders on September 29, 2017.

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 Units. (b) No later than (1) Business Day following the Expiration 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 Commitment (the “Backstop NoticeClosing”) setting forth shall occur on the total amount later of Units subscribed for in (i) the closing of the Rights Offering by Rights Holders, or (ii) the number date that all of then unsubscribed Units, and the purchase price for conditions to the Backstop Investor pursuant to the terms Closing set forth in Article VI of this Agreement have been satisfied or waived (“Backstop Purchase Price”). (c) The Backstop Investor will remit, via wire transfer of immediately available funds, other than those conditions that by their nature are to be satisfied at the Backstop Purchase PriceClosing), directly to at 9:30 a.m. (Houston time) at the account maintained by the Subscription Agent, for purposes offices of accepting subscriptions in the Rights Offering at J▇ ▇▇▇▇▇▇▇▇ C& Knight, ▇▇▇▇, 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.or such other place, time and name of date as shall be agreed between the Company and Investor (the date on which the Backstop InvestorClosing occurs, no later than 5:00 p.m. EST on the third (3rd) Business Day following receipt of the “Backstop NoticeClosing Date”). (d) The At the Backstop Closing (i) the Company shall cause its transfer agent deliver to credit Investor evidence of the aggregate number issuance of Backstop Shares and Backstop Warrants to which the Backstop Shares, in book-entry form, in the name of Investor is entitled against payment by or on behalf of Investor of the purchase price therefor by wire transfer of immediately available funds to the Backstop Investor’s or its designee’s account designated by the Company in book entry form writing, (ii) the Company shall 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 AgreementSection 5.3, and (iii) Investor shall deliver all documents and certificates required to be delivered to the Company pursuant to Section 5.2. (e) 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 shareholder approval obtained at the Company’s 2017 Annual Meeting of Stockholders on September 29, 2017.

Backstop Commitment. (a) Subject to the consummation of the Rights Offering and the terms and conditions of this Agreement, each Investor shall purchase from the Company, and the Company shall issue to such Investor, at the Rights Subscription Price, such Investor’s Pro Rata Portion of an aggregate number of shares of Common Stock (the “Backstop Commitment”) equal to (x) (i) $65,000,000 minus (y) the aggregate proceeds of the Rights Offering, divided by (z) the Rights Subscription Price. Within two (2) Business Days after the closing of the Rights Offering, the Company shall issue to the Investors a notice (the “Subscription Notice”) setting forth the number of shares of Common Stock subscribed for in the Rights Offering and the aggregate proceeds of the Rights Offering and, accordingly, the number of shares of Common Stock to be acquired by the 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 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 Commitment (the Backstop Purchase Price therefor, “Closing”) shall occur on the Backstop Units. later of (bi) No later than (1) the third Business Day following the Expiration Date, issuance by the Company shall give, or cause to be given, of the Subscription Notice and (ii) the date that all of the conditions to the Backstop Investor, by e-mail or by electronic facsimile transmission, a written notification (the “Backstop Notice”) setting Closing set forth the total amount of Units subscribed for in the Rights Offering by Rights Holders, the number of then unsubscribed Units, and the purchase price for the Backstop Investor pursuant to the terms 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. (cChicago, Illinois time) The Backstop Investor will remit, via wire transfer at the offices of immediately available funds, the Backstop Purchase Price, directly to the account maintained by the Subscription Agent, for purposes of accepting subscriptions in the Rights Offering at J▇ ▇▇▇▇▇▇ C▇▇▇▇, 4 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇& ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇, SWIFT CHASUS333, ABA# 0▇. ▇▇▇▇▇▇▇, Credit: Continental Stock Transfer & Trust Chicago, Illinois 60654 or such other place, time and date as shall be agreed between the Company as subscription agent for R▇▇▇’▇ Inc. Rights Offerand the Investors (the date on which the Closing occurs, Account # 475-471873, for further credit the “Closing Date”). (c) At the Closing (i) the Company shall issue to R▇▇▇’▇ Inc., and name each Investor its Pro Rata Portion of the Backstop Investor, no later than 5:00 p.m. EST Acquired Shares against payment by or on behalf of such Investor of the third (3rd) aggregate Rights 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 following receipt of prior to the Backstop NoticeClosing, (ii) the Company shall deliver all other documents and certificates required to be delivered to the Investors pursuant to Section 5.3, and (iii) the Investors shall deliver all documents and certificates required to be delivered to the Company pursuant to Section 5.2. (d) The Company shall cause its transfer agent to credit promptly use proceeds from the aggregate number of Backstop Shares Rights Offering and Backstop Warrants to which the Backstop Investor is entitled Commitment to pay the Backstop Investor’s or its designee’s account in book entry form and deliver to amount owed by the Backstop Investor such certificatesCompany under the Tax Receivable Agreement for the taxable year ended January 31, documents or instruments required 2015, estimated to be delivered by it to the Backstop Investor pursuant to this Agreementapproximately $21.8 million plus accrued interest. (e) 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 shareholder approval obtained at the Company’s 2017 Annual Meeting of Stockholders on September 29, 2017.

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 Units. (b) No later than (1) Business Day following the Expiration 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 amount of Units subscribed for in the Rights Offering by Rights Holders, the number of then unsubscribed Units, and the purchase price for the Backstop Investor pursuant to the terms of this Agreement (“Backstop Per Share Purchase Price”). , a number of shares of Common Stock equal to (cx) The Backstop Investor will remit$60,000,000 less the sum of (1) the amount of cash available in the 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 the Inflation Reduction Act of 2022, via wire transfer H.R. 5376) incurred therewith by Acquiror, taking into account all reductions reasonably expected to be available under Section 4501(c)(3) of immediately available fundsthe Code in the relevant taxable year), plus (2) the aggregate amount committed to be received by the Company, the Acquiror or any of 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, directly to an additional number of shares of Common Stock (such additional shares purchased, if any, the account maintained by “Optional Backstop Shares” and together with the Subscription AgentMandatory Backstop Shares, the “Backstop Shares”) which, when taken together with the Mandatory Backstop Shares, the aggregate purchase price for purposes such Optional Backstop Shares and Mandatory Backstop Shares shall not exceed the Maximum Purchase Price Amount without the consent of accepting subscriptions in the Rights Offering at J▇ Company. The aggregate Per Share Purchase Price for the Backstop ▇▇▇▇▇▇ C▇▇▇▇, 4 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, SWIFT CHASUS333, ABA# 0▇▇▇▇▇▇▇▇, Credit: Continental Stock Transfer & Trust Company purchased hereunder is referred to as subscription agent for R▇▇▇’▇ Inc. Rights Offer, Account # 475-471873, for further credit to R▇▇▇’▇ Inc., and name of the Backstop Investor, no later than 5:00 p.m. EST on the third (3rd) Business Day following receipt of the Backstop Notice“Purchase Price”. (db) The Company shall cause its transfer agent Notwithstanding the foregoing, all of the Subscriber’s obligations and rights with respect to credit purchasing all or part of the aggregate number of Mandatory Backstop Shares and Backstop Warrants may be transferred by the Subscriber to which one or more qualified institutional buyers or accredited investors with the Backstop Investor is entitled consent of the Company, not to be unreasonable withheld, conditioned or delayed, prior to the Backstop Investor’s or its designee’s account Transaction Closing Date; provided, that in book entry form the case of any such transfer, the transferee(s) shall become a Subscriber hereunder and deliver have the rights and obligations and be deemed to make the representations and warranties of Subscriber provided for herein to the Backstop Investor extent of such certificatestransfer and provided further that no such transfer shall relieve the transferring Subscriber of its obligations hereunder if any such transferee fails to perform such obligations, documents or instruments required unless the Company has given its prior written consent to be delivered by it to the Backstop Investor pursuant to this Agreementsuch relief. (e) 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 shareholder approval obtained at the Company’s 2017 Annual Meeting of Stockholders on September 29, 2017.