AMENDED AND RESTATED DIP LOAN AND SECURITY AGREEMENT by and between BIORESTORATIVE THERAPIES, INC., as Borrower and PHOENIX CELL GROUP HOLDINGS, LLC, as Lender Dated: March 30, 2020 TABLE OF CONTENTS

 “Affiliate” means, with respect to any Person, (i) a spouse or member of the immediate family of such Person, (ii) any member, manager, director, officer or partner of such Person, (iii) any corporation, partnership, business, association, limited liability company, firm or other entity of which such Person is a member, manager, director, officer or partner or owns or controls, directly or indirectly, more than twenty percent (20%) of the voting stock or other equity interests; (iv) any Trust in which such Person is a Beneficiary or the Trustee, and (v) any other Person that directly or indirectly controls, is controlled by or is under direct or indirect common control with such first Person.

“Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as the same now exists or may from time to time hereafter be amended, modified, recodified or supplemented, together with all official rules and regulations thereunder.

“Bankruptcy Court Order” shall have the meaning given such term in Section 8.5 hereof.

“Borrower” shall have the meaning given such term in the introductory paragraph of this Loan Agreement and shall include all permitted successors and assigns of such Person.

“Business Day” means any day except a Saturday, Sunday or other day on which banks in New York, New York are authorized by law to close.

 “Carve-Out” shall mean the carve-out from the security interest being granted hereunder to Lender securing the Collateral, which shall be comprised of the following: (i) fees payable to the U.S. Trustee pursuant to 28 U.S.C. § 1930(a)(6) or to the Clerk of the Bankruptcy Court (collectively, the “Case Administration Fees”), (ii) unpaid professional fees and expenses (“Professional Fees”) payable to each legal or financial advisor retained by the Debtor and the Creditors’ Committee that are incurred or accrued prior to the date of the occurrence of an Event of Default, but in all events in an amount not to exceed the aggregate amount(s) allocated to each such professional in the DIP Budget as approved by the Bankruptcy Court, and ultimately allowed by the Bankruptcy Court pursuant to sections 330, 331 and 503 of the Bankruptcy Code or any other order of the Bankruptcy Court (whenever such fees may be actually incurred prior to an Event of Default, which shall remains unaltered after payment of interim fees made before an Event of Default, except as set forth below; (iii) $7,500 (earmarked for use by a Chapter 7 Trustee in the event of conversion), (iv) up to an additional $10,000 for Professional Fees following an Event of Default, and (v) the Case Administration Fees accrued and unpaid on or after the occurrence of an Event of Default, in each case of the foregoing (i) through (v), solely to the extent the amount of each such item does not exceed the applicable amount set forth for such item in the  DIP Budget; provided, however, that nothing herein shall be construed to impair the ability of Lender or any other party to object to the fees, expenses, reimbursement or compensation described above.

“Chapter 11 Case” shall have the meaning given in the Recitals.

“Collateral” shall have the meaning given such term in Section 5.3 of this Loan Agreement.

“Conditions Subsequent to Closing” shall have the meaning given such term in Section 8.20 of this Loan Agreement.

“Copyrights” means all of Borrower’s and Borrower’s subsidiaries’ rights, title and interests (and all related IP Ancillary Rights) arising under any law in or relating to copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith.

“Corporation” means a corporation, partnership, limited liability company, trust, unincorporated organization, association, joint stock company or joint venture.

“Costs and Expenses” shall have the meaning given such term in Section 4.2 of this Loan Agreement.

“Default” means any event which with the giving of notice, passage of time or both, would constitute an Event of Default.

“Default Rate” shall have the meaning given such term in Section 3.2 hereof.

“DIP Budget” shall mean that certain budget attached hereto as Exhibit B, that covers the 13 calendar weeks including and following the date of such Budget and that sets forth on a weekly basis the anticipated receipts and disbursements of Borrower and the anticipated sources and uses of cash, including the proceeds of this DIP Loan Facility (the “Cash Flow Projection”), setting forth Borrower’s necessary expenses for the period from the Petition Date. During Borrower’s Chapter 11 Case, no later than two weeks prior to the end of the current 13 week budget, Borrower shall present a proposed 13 week budget for the following 13 weeks, which must be satisfactory to Lender. The DIP Budget shall provide for permitted budget variances of 10% per line item or an aggregate budget variance in excess of an amount to be determined with respect to each calendar month (the “Permitted Variances”).

“DIP Loan” shall have the meaning given such term in Section 2.1.

“Entry Date” shall have the meaning given such term in Section 8.5 of this Loan Agreement.

“Event of Default” means each of the events specified in Section 9.1 of this Loan Agreement.

“Filing Date” shall have the meaning given to such term in the Recitals hereto.

“Final Order” shall have the meaning given such term in the definition of “Maturity Date” in this Section 1.1.

“Final Financing Order” shall have the meaning given such term in Section 8.5 hereof.

“Financing Order” means the Interim Financing Order and such other interim, final, permanent and/or supplemental orders entered by the Bankruptcy Court after notice pursuant to Section 364 of the Bankruptcy Code relating thereto or authorizing the granting of credit by Lender to Borrower, including the Final Financing Order.

“GAAP” means generally accepted accounting principles in the United States of America, in effect from time to time, consistently applied and maintained.

“Intellectual Property” means all of Borrower’s or any of Borrower’s subsidiaries’ rights, title and interests in or relating to (a) intellectual property and industrial property arising under any law, including all Copyrights, Patents, Software, Trademarks, Internet Domain Names and Trade Secrets, (b) all IP Ancillary Rights relating thereto and (c) IP Licenses.

“IP Ancillary Rights” means, with respect to any Intellectual Property (of the type described in clauses (a) and (c) of the definition of Intellectual Property), as applicable, all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to sue or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right.

“IP License” means all contractual obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and interest in or relating to any Intellectual Property of the type described in clause (a) of the definition of Intellectual Property.

“Internet Domain Name” means all right, title and interest (and all related IP Ancillary Rights) arising under any law in or relating to internet domain names.

“Interest Rate” shall have the meaning given such term in Section 3.1 hereof.

“Interim Financing Order” shall have the meaning given such term in Section 8.5 hereof.

“Lender Indebtedness” shall mean all obligations and Indebtedness of Borrower to Lender or any Affiliate of Lender pursuant to this Loan Agreement, whether now or hereafter owing or existing, including, without limitation, all other obligations or undertakings now or hereafter made by or for the benefit of Borrower to or for the benefit of Lender or any Affiliate of Lender under the Loan Documents or other undertaking hereafter entered into by Borrower with Lender or any such Affiliate, together with all interest and other sums payable in connection with any of the foregoing.

“Loan Documents” means this Loan Agreement, the Note and all other documents executed or delivered by Borrower or any other Person pursuant to this Loan Agreement or in connection therewith, as they may be amended, modified or restated from time to time.

DIP Loan. Provided all conditions in Section 8 are satisfied, Lender agrees, subject to the terms and conditions hereinafter set forth, to advance to Borrower up to $1,424,273.37, or such lower amount as is approved by the Bankruptcy Court (the “DIP Loan”). Borrower's obligation to repay the DIP Loan shall be evidenced by that certain promissory note made and issued by Borrower in favor of Lender, substantially in the form attached hereto as Exhibit A (the “Note”).

Disbursement at Closing. Lender shall disburse $350,000.00 of the DIP Loan proceeds at the Closing (the “Closing Disbursement”) into an account for the benefit of Borrower (the “Funding Account”).

Advances of the Remaining DIP Loan. The remainder of the DIP Loan (“Remaining DIP Loan”) shall be in the form of multiple advances (each, an “Advance” and all Advances, collectively, the “Advances”), as may be made from time to time as follows:

Each Advance shall be in the minimum sum of at least $60,000.00 and in denominations of $60,000.00; provided that if the difference between the amount remaining at the time of the Advance of the Remaining DIP Loan is less than $60,000.00, an Advance may be made for the amount of such difference.

To request an Advance, Borrower shall notify Lender by delivering to Lender an executed advance request in the form attached to the Note as Exhibit A thereto (an “Advance Request”) at the Lender’s address as set forth in this Loan Agreement or by electronic mail sent to Lender at his email address set forth in this Loan Agreement in portable document format (PDF), identifying the amount of the requested Advance, by not later than two (2) Business Days before the Business Day that the Advance is to be funded by the Lender. Upon receipt of an Advance Request, the Lender shall, subject to the terms and conditions of the Note and this Loan Agreement, reasonably promptly disburse the amount requested in such Advance Request on the date set forth by Borrower in such Advance Request into the Funding Account; provided, that the Lender shall not be obligated to disburse any Advances in respect of an Advance Request if (i) an Event of Default shall have occurred as of such time (or would occur as the result of making such Advance), or (b) making such Advance would, in the Lender’s reasonable discretion, violate any provision of the Note, this Loan Agreement, any Bankruptcy Court Order or applicable law.

Contemporaneously with the disbursement of each Advance, the Lender shall provide a statement of account to the Company by electronic mail at the Company’s address as set forth in the Loan Agreement, which statement shall include the current Principal Balance (after giving effect to the requested Advance) together with any interest or other fees accrued and payable thereunder.

At no time will the Company request any Advances if the requested Advances would cause the outstanding Principal Balance to exceed the Maximum Principal Balance.

Use of Proceeds. Withdrawals from the Funding Accounts shall be used to fund the DIP Budget and used only for the following purposes, subject to the Bankruptcy Court Order: (a) working capital and general corporate purposes of Borrower in accordance with the DIP Budget, which for the avoidance  of doubt, shall include the purchase of a customary director’s and officer’s liability insurance tail policy in amounts specified in the DIP Budget, (b) United States Trustee fees, (c) Bankruptcy Court approved professional fees and other administrative expenses arising in the Chapter 11 Case, in accordance with the DIP Budget, (d) costs related to the Sale in accordance with the DIP Budget, and (e) interest, fees, costs and expenses incurred in connection with the DIP Loan Facility (including professional fees) due under this DIP Loan Facility and the Note, and expenses incurred by the DIP Lender as provided by this DIP Loan Facility and the Note (in each case under this subsection, (e), whether or not such amounts are reflected in the DIP Budget); provided, however, that nothing herein shall be construed to impair the ability of Lender or any other party to object to the fees, expenses, reimbursement or compensation described above.

Conditions to Withdrawal from Funding Account.  Each withdrawal by Borrower from the Funding Account shall be conditioned upon (i) the accuracy in all material respects of all representations and warranties contained in this Loan Agreement, (ii) there being no default or Event of Default in existence at the time of, or after giving effect to, such withdrawal (including, but not limited to, with respect to the DIP Budget), and (iii) substantial compliance by the Borrower of all material orders of the Bankruptcy Court. Further, the use of cash and the proceeds under the DIP Facility shall be consistent with projected line items as reflected in the DIP Budget as of the time of such use of proceeds or cash, as applicable, subject to Permitted Variances.

Closing. The closing hereunder will take place at the offices of Ropes & Gray LLP, 1211 Avenue of the Americas, New York, NY 10036, or by telephone if the Parties so agree, upon the satisfaction of the Conditions Precedent to Closing set forth in Section 8 herein, within no more than twenty-four (24) hours of the entry of an Interim Financing Order by the Bankruptcy Court approving the DIP Loan Facility, unless otherwise extended in writing by Lender and Borrower (the “Closing Date”).

Interest on the DIP Loan. Interest shall accrue on the (i) the Closing Disbursement and (ii) such additional amounts as are advanced pursuant to the Note (together with the Closing Disbursement and all such advances made hereunder, the “Principal Balance”) at a rate of eight percent (8%) per annum, payable quarterly in arrears or upon the Maturity Date, except that Borrower has the option, upon written notice to Lender to PIK up to 4% of such interest, in each period, by adding it to the principal amount of the DIP Loan Facility (the “Interest Rate”).

Default Interest. Interest will accrue on the principal balance of the DIP Loan upon the occurrence of an Event of Default or expiration of the DIP Loan at a rate equal to the Interest Rate plus two percent (2%) per annum (the “Default Rate”).

Post Judgment Interest. Any judgment obtained for sums due hereunder or under the Loan Documents will accrue interest at the applicable Default Rate set forth in Section 3.2 above until Lender is fully paid all monies due to it.

Limitation of Interest to Maximum Lawful Rate. In no event will the rate of interest payable hereunder exceed the maximum rate of interest permitted to be charged by applicable law in the State of New York and any interest paid in excess of the permitted rate will be refunded to Borrower. Such refund will be made by application of the excessive amount of interest paid against any sums outstanding hereunder and will be applied in such order as Lender may determine. If the excessive amount of interest paid exceeds the sums outstanding, the portion exceeding the sums outstanding will be refunded in cash by Lender.  Any such crediting or refunding will not cure or waive any default by Borrower. Borrower agrees, however, that in determining whether or not any interest payable hereunder exceeds the highest rate permitted by law, any non-principal payment, including without limitation prepayment fees and late charges, will be deemed to the extent permitted by law to be an expense, fee, premium or penalty rather than interest.

Payments on the DIP Loan. The entire outstanding principal amount of the DIP Loan, together with all accrued and unpaid interest, Costs and Expenses, and other charges and sums due hereunder and under the Loan Documents, shall be due and payable in cash at the earliest to occur of the Maturity Date, acceleration under Section 9.2 of this Loan Agreement, or prepayment.

Costs and Expenses. All reasonable and documented fees, costs, expenses, and disbursements, including reasonable attorneys’ fees and expenses, and financial advisory fees and expenses, incurred by Lender in connection with the negotiation, preparation, documentation, and obtaining Bankruptcy Court approval of this Loan Agreement and of the DIP Loan, and all those in specified Section 9.5 of this Loan Agreement (“Costs and Expenses”) shall be accrued and added to and become part of the principal amount of the DIP Loan.

Prepayment of Loan. Borrower may not prepay any principal amount of any Lender Indebtedness prior to the Maturity Date.

Payment Method. Payments shall be paid by Borrower, without any counterclaim, setoff or deduction whatsoever, by bank check addressed to Lender at 26 Deer Creek Lane, Mt. Kisco, NY 10549, or by wire transfer to Lender pursuant to wire instructions provided by Lender to Borrower, or to such other location as Lender may specify to Borrower from time to time, in immediately available funds, in lawful money of the United States of America.

Application of Payments. Any and all payments on account of the DIP Loan will be applied first, to pay any accrued but unpaid fees of Lender and any Costs and Expenses and other sums due under the DIP Loan; second to pay Interest on the DIP Loan; and third, to repay the principal amount of the DIP Loan; provided, however, that upon an Event of Default, such payments may be applied in such order as Lender, in its sole discretion, elects. If Borrower makes a payment or payments and such payment or payments, or any part thereof, are subsequently invalidated, declared to be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver, or any other Person under the Bankruptcy Code, or any other federal state or local law, rule or regulation, common law or equitable cause, then to the extent of such payment or payments, the obligations or part thereof hereunder intended to be satisfied shall be revived and continued in full force and effect as if said payment or payments had not been made.

Reporting. Borrower will provide Lender with periodic financial reporting, including, reconciliations of the DIP Budget every four weeks; monthly operating reports required to be filed in the Chapter 11 Case; notice of material events; and all other information reasonably requested by Lender.

Indemnity. Borrower will indemnify Lender against any loss or expense which Lender sustains or incurs as a consequence of a claim from any third party or as a consequence of an Event of Default, including, without limitation, any failure of Borrower to pay when due (at maturity, by acceleration under Section 9.2 of this Loan Agreement or otherwise) any principal, interest, Costs and Expenses, and any other amount due under this Loan Agreement. If Lender sustains or incurs any such loss or expense, it will from time to time notify Borrower in writing of the amount determined in good faith by Lender to be necessary to indemnify Lender for such loss or expense. Such amount will be due and payable by Borrower to Lender within ten (10) days after presentation by Lender of a statement setting forth a brief explanation of and Lender's calculation of such amount, which statement shall be conclusively deemed correct, subject to Borrower’s right to reasonably and promptly contest such amount in good faith. Any amount payable to Lender under this Section will bear interest at the highest default rate payable hereunder from the due date until paid, both before and after judgment.

Acknowledgement of the Security of the DIP Loan. Borrower acknowledges and agrees that the DIP Loan shall be secured without the necessity of any additional recording; provided, that Borrower hereby authorizes the Lender to make such any and all such recordings or filings as may be reasonably necessary, determined at the discretion of the Lender, in connection with the DIP Loan. The Lender’s Liens and the other security interests referred to herein shall be deemed valid and perfected by entry of the Interim Financing Order and/or the Final Financing Order, as the case may be, and the Lender shall not be required to file any financing documents, mortgages, notices of liens or similar instruments in any jurisdiction or filing office, take possession or control of any Collateral, or take any other action in order to validate or perfect the Lender’s Liens and the other security interests granted by or pursuant to the Loan Documents, the Interim Financing Order or the Final Financing Order, as the case may be.

Security for the DIP Loan. The DIP Loan shall also be secured, (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, by a first priority security interest in and lien on all currently owned or hereafter acquired assets and property of the estate (as defined in the Bankruptcy Code), real and personal, of Borrower, with priority over any or all administrative expenses of the kind specified in section 503(b) or 507(b) of the Bankruptcy Code; and (ii) pursuant to Sections 364(c)(2) and 364(d) of the Bankruptcy Code, by a perfected first priority lien on all property of Borrower and Borrower’s bankruptcy estate that, as of the Filing Date, was not subject to the liens in favor of Lender including a first priority lien on all claims and, after the entry of the final order, the proceeds of causes of actions under chapter 5 of the Bankruptcy Code and a pledge of the capital stock or other equity interests of any of Borrower’s subsidiaries. In confirmation of the foregoing, as further security for the full and timely payment and performance of the DIP Loan and all other Lender Indebtedness, Borrower hereby grants to Lender a lien and security interest in all existing and after-acquired property of Borrower of any nature including, without limitation:

 All present and future accounts, contract rights, chattel paper, deposit accounts, instruments and documents and all other rights to the payment of money whether or not yet earned, whether for services rendered or goods sold, consigned, leased or furnished by Borrower or otherwise (and including, the avoidance of doubt, any receivables payable or paid to Borrower under research grants or similar agreements), together with (i) all goods (including any returned, rejected, repossessed or consigned goods), the sale, consignment, lease or other furnishing of which shall be given or may give rise to any of the foregoing, (ii) all of Borrower's rights as a consignor, consignee, unpaid vendor or other lienor in connection therewith, including stoppage in transit, set-off, detinue, replevin and reclamation, (iii) all guaranties, mortgages, security interests, assignments, and other encumbrances on real or personal property, leases and other Loan Agreements or property securing or relating to any accounts, (iv) choses-in-action, claims and judgments, and (v) any returned or unearned premiums, which may be due upon cancellation of any insurance policies.

All present and future inventory of Borrower (including but not limited to goods held for sale or lease or furnished or to be furnished under contracts for service, raw materials, work-in-process, finished goods and goods used or consumed in Borrower's business) whether owned, consigned or held on consignment, together with all merchandise, component materials, supplies, packing, packaging and shipping materials, and all returned, rejected or repossessed goods sold, consigned, leased or otherwise furnished by such Borrower and all embedded software related thereto.

All present and future machinery, equipment, furniture, fixtures, motor vehicles, tools, dies, jigs, molds and other articles of tangible personal property of every type, whether tangible or intangible and wherever located, together with all parts, substitutions, accretions, accessions, attachments, accessories, additions, components and replacements thereof, and all manuals of operation, maintenance or repair, and all embedded software related thereto.

 All present and future general ledger sheets, files, books and records, customer lists, books of account, invoices, bills, certificates or documents of ownership, bills of sale, business papers, correspondence, credit files, tapes, cards, computer runs and all other data and data storage systems whether in the possession of Borrower or any service bureau.

 All present and future letter of credit rights and supporting obligations, including without limitation, all letters of credit and letter of credit rights now existing or hereafter issued naming Borrower as a beneficiary or assigned to Borrower, including the right to receive payment thereunder, and all documents and records associated therewith.

All present and future deposit accounts of Borrower.

All present and future financial assets and investment property of Borrower.

All of Borrower’s commercial tort claims.

All property of any Grantor held by any Secured Party, including all property of every description, in the custody of or in transit to such Secured Party for any purpose, including safekeeping, collection or pledge, for the account of any Grantor or as to which any Grantor may have any right or power, including but not limited to cash;

All funds instruments, documents, policies and evidence and certificates of insurance and rights thereunder, securities, chattel paper and other assets of Borrower or in which Borrower has an interest and all proceeds thereof, now or at any time hereafter on deposit with or in the possession or control of Lender or owing by Lender to Borrower or in transit by mail or carrier to Lender or in the possession of any other Person acting on Lender's behalf, without regard to whether Lender received the same in pledge, for safekeeping, as agent for collection or otherwise, or whether Lender has conditionally released the same, and in all assets of Borrower in which Lender now has or may at any time hereafter obtain a lien, mortgage, or security interest for any reason.

All products and proceeds of each of the items described in the foregoing subparagraphs (a)-(k) and all supporting obligations related thereto.

Licenses. Borrower and its respective employees and agents have all rights, licenses, registrations, approvals and other authority as may be necessary to enable Borrower to own its properties and to transact the businesses in which it is now engaged.

Liens. Except for the Carve-Out, there are no liens, mortgages, security interests or encumbrances against any asset of Borrower, or against any of the Collateral, other than Lender’s Liens held by Lender.

Characterization of Obligations Post Entry Date. After the Entry Date, the obligations of Borrower pursuant hereto will constitute allowed administrative expenses in the Chapter 11 Case, having priority in payment over all other administrative expenses and unsecured claims against Borrower now existing or hereafter arising, of any kind or nature whatsoever, including without limitation all administrative expenses of the kind specified in, or arising or ordered under, Sections 105, 326, 328, 503(b), 506(c), 507(a), 507(b), 546(c), 726 and 1114 of the Bankruptcy Code (whether or not such expenses or claims may become secured by a judgment lien or other non-consensual lien, levy or attachment) subject only to the Carve-Out. Upon entry of the Bankruptcy Court Order, Lender’s Liens shall be valid, perfected and of first priority except that Lender's Liens are subject and subordinate to the Carve-Out. However, it is agreed and understood that (i) the Carve-Out shall not reduce or affect the full amount that is due and owing to Lender under this Loan Agreement, and (ii) nothing herein shall be construed to require Lender, in the event that Borrower’s assets are insufficient to pay any portion of the Carve-Out, to infuse any money in excess of any unfunded amount of the DIP Budget as approved by a Financing Order to pay any portion of the Carve-Out. After the Entry Date, the Bankruptcy Court Order is in full force and effect, and has not been appealed, reversed, stayed, modified or amended absent the written consent of Lender and Borrower.

Bankruptcy Order. No order has been entered in the Chapter 11 Case (i) for the appointment of a Chapter 11 trustee, (ii) for the appointment of an examiner with enlarged powers (beyond those set forth in Sections 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code, or (iii) to convert the Chapter 11 Case to a Chapter 7 case or to dismiss the Chapter 11 Case.

Survival; Reliance. Borrower agrees that, unless expressly provided otherwise, all of the representations and warranties of Borrower set forth in this Section 6 and elsewhere in this Loan Agreement and in the other Loan Documents shall survive for so long as any portion of the DIP Loan remains owing to Lender. All representations, warranties, covenants and Loan Agreements made in this Loan Agreement or in the other Loan Documents by Borrower shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

Payment of Principal, Interest and Other Amounts Due. Borrower will pay when due all Lender Indebtedness and all other amounts payable by Lender hereunder.

Disposition of Assets. Borrower will not sell, lease, transfer or otherwise dispose of any of its property or assets, except for sales, leases, transfers and other dispositions pursuant to an Order of the Bankruptcy Court on not less than ten business days’ prior notice to Lender.

Merger; Consolidation; Business Acquisitions; Subsidiaries. Borrower will not merge into or consolidate with any Person, acquire any material portion of the stock, ownership interests, assets or business of any Person, permit any Person to merge into it, or form any new Subsidiaries, except pursuant to an Order of the Bankruptcy Court on prior notice to Lender.

Taxes; Claims for Labor and Materials. Borrower will pay or cause to be paid when due all taxes, assessments, governmental charges or levies imposed upon it or its income, profits, payroll or any property belonging to it, including without limitation all withholding taxes.

Bankruptcy Court Order. Borrower shall not at any time: (a) seek, consent to or suffer to exist any modification, stay, vacation or amendment of the Bankruptcy Court Order, except for modifications and amendments agreed to by Lender, and (b) at any time suffer to exist a secured claim or priority for any administrative expense or unsecured claim against Borrower (now existing or hereafter arising of any kind or nature whatsoever, including, without limitation,, any administrative expenses of the kind specified in, or arising or ordered under, Sections 105, 326, 328, 503(b), 506(c), 507(a), 507(b), 546(c) 726 and 1114 of the Bankruptcy Code (whether or not such expenses or claims may become secured by a judgment lien or other non-consensual lien, levy or attachment)) equal or superior to the priority of Lenders in respect of the obligations hereunder, subject only to the Carve-Out.

Cooperation and Access. Borrower and its agents and representatives shall cooperate and provide information and documentation reasonably requested by Lender, including those related to the business and financial operations of Borrower. Lender, or such Persons as Lender may designate, may examine (either by Lender or by independent accountants) any of the Collateral or other assets of Borrower, including the books of account of Borrower, and discuss the affairs, finances and accounts of Borrower with its officers and with its independent accountants, at such times as Lender may reasonably request.

make any investment in, any Person;

CONDITIONS PRECEDENT TO CLOSING. The obligation of Lender to make available all or any portion of the DIP Loan, pursuant to either the Interim Financing Order and/or the Final Financing Order, is subject to the performance by Borrower of all of its Loan Agreements to be performed hereunder and to the following further conditions (any of which may be waived by Lender):

Loan Documents. Borrower and all other required persons shall have executed and delivered to Lender the executed Loan Documents in form satisfactory to Lender.

Compliance with DIP Budget. Borrower is in compliance with, the DIP Budget, subject to the Permitted Variances.

Representations and Warranties. All representations and warranties of Borrower set forth in the Loan Documents and in this Loan Agreement will be true in all material respects at and as of the date hereof and at and as of the date of any funding of the DIP Loan.

No Default. No condition or event shall exist or have occurred which would constitute a Default or Event of Default hereunder.

Full Compliance With Bankruptcy Court Orders. Borrower shall have complied in full with all other requirements as provided for under the Interim Financing Order and/or Final Financing Order.

Priority of Security Interests. All the liens granted to Lender in the Collateral are, subject to the entry of the Interim and/or Final Financing Order, first priority security interests and no Liens exist or any of the Collateral other than the Liens created in favor of Lender.

Definition. The conditions set forth in Sections 8.1 through 8.16 are the “Conditions Precedent to Closing”.

Conditions Subsequent to Closing. The conditions which must be satisfied in order for Borrower to receive any portion of the proceeds of the DIP Loan in addition to all conditions set forth in Section 2.3 are as follows (the “Conditions Subsequent to Closing”):

 By the seventieth (70^th) day following Borrower’s Filing Date, Borrower shall have complied with its obligations, if any, under section 365(d)(3) of the Bankruptcy Code.

Final Financing Order. Before the expiration of the Interim Financing Order but in any event no later than the date which is sixty (60) days following the date of the commencement of the Chapter 11 Case, a hearing is held  by the Bankruptcy Court to consider the entry of the Final Financing Order, and such Final Financing Order shall have been entered by the Bankruptcy Court in form and substance satisfactory to Lender, and as provided in the definition thereof shall be a Final Order, except as otherwise consented to by Lender.

Events of Default. The occurrence of any one or more of  the  following events shall constitute an Event or Events of Default hereunder:

The Company fails to file with the Bankruptcy Court one or more motions, each in form and substance reasonably acceptable to the Lender seeking approval of the Stalking Horse Asset Purchase Agreement, dated as of March 19, 2020, between Borrower and Lender (or an affiliate thereof) (as amended and restated by the parties thereto on March 30, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Stalking Horse Purchase Agreement”), subject only to higher and/or otherwise better bids through a Court-approved sale process (the “Sale Motion”), and (b) bidding procedures and the Expense Reimbursement (as defined in the Stalking Horse Purchase Agreement) (the “Bid Procedures Motion”), on or prior to the date hereof;

The Company fails to obtain entry of a Bankruptcy Court order, in form and substance reasonably satisfactory to the DIP Lender approving the Sale Motion and the Bid Procedures Motion (the “Bid Procedures Order”) within 14 days of the Filing Date;

The Company fails to hold an auction for the sale of substantially all of Borrower’s assets pursuant to the Stalking Horse Purchase Agreement (such auction process, the “Auction” and the consummation such transactions, the “Sale”) within 44 days after the entry of the Bid Procedures Order;

If the DIP Lender is the successful bidder at the Auction, the Company fails to obtain entry of a Bankruptcy Court order, in form and substance reasonably satisfactory to the DIP Lender approving (a) the Stalking Horse Purchase Agreement, including any related credit bid of the DIP Lender’s claims under the Loan Agreement and (b) the sale of substantially all the Borrower’s assets pursuant to sections 363(f) and 363(m) of the Bankruptcy Code (free and clear of all liens, claims, interests and encumbrances) (the “DIP Lender Sale Approval Order”) within 3 Business Days of the conclusion of the Auction;

If a party other than the DIP Lender is the successful bidder at the Auction, the Company fails to obtain entry of a Bankruptcy Court order, in form and substance reasonably satisfactory to the DIP Lender approving (a) the applicable purchase agreement in an amount sufficient to pay in cash all outstanding obligations of Borrower under the DIP Loan Facility (including interest, fees, and expenses) and the Stalking Horse Purchase Agreement (including any expense reimbursement) and (b) the sale of substantially all the Borrower’s assets pursuant to sections 363(f) and 363(m) of the Bankruptcy Code (free and clear of all liens, claims, interests and encumbrances) (the “Third- Party Sale Approval Order”, and together with the DIP Lender Sale Approval Order, the “Sale Approval Order”) within 3 Business Days of the conclusion of the Auction;

The Company fails to close the Sale within 10 days of the entry of Sale Approval Order, subject to the satisfaction of the conditions precedent to closing set forth in the winning bidder’s Bankruptcy Court approved asset purchase agreement;

The Company’s expenditure of the amounts advanced hereunder is in excess of Permitted Variances as set forth in the DIP Budget;

A trustee is appointed, the Company’s Chapter 11 Case is dismissed, or the Chapter 11 Case is converted to a case under Chapter 7 without the consent of the DIP Lender;

Any Person or entity is granted relief from stay with respect to any portion of the Collateral securing the DIP Loan Facility;

An order of the Bankruptcy Court in the Company’s Chapter 11 case is entered or modified in a manner materially adverse to the DIP Lender; a motion, pleading or proceeding is filed by the Company that could reasonably be expected to result in a material impairment of the rights, remedies or interests of the DIP Lender; or there is a determination by the Bankruptcy Court with respect to any motion, pleading or proceeding brought by another party which results in any  material impairment of the rights, remedies or interests of the DIP Lender;

The Company files a motion or proceeding, takes any action or files any plan of reorganization or disclosure statement attendant thereto by Borrower: (i) to obtain additional financing under Section 364(c) or (d) of the Bankruptcy Code not otherwise permitted under the DIP Loan Facility; (ii) to grant any lien upon or affecting any Collateral; or (iii) except as provided in the Interim Order and/or the Final Order, as the case may be, to use cash collateral under Section 363(c) of the Bankruptcy Code without the prior written consent of the DIP Lender, unless such additional funding, whether sought by motion or plan of reorganization, provides for both (i) termination of the commitments and (ii) repayment in full in cash of all of the obligations under the DIP Facility (or other treatment of such obligations acceptable to the DIP Lender) on or before the effective date of such plan(s);

Except as otherwise provided for in the DIP Budget, as applicable, the Company pays or applies for authority to pay pre-petition indebtedness or payables without the prior consent of the DIP Lender;

An order is entered by the Bankruptcy Court amending, supplementing, staying, vacating, rescinding or otherwise modifying any documents implementing the DIP Loan Facility or the Interim Order or the Final Order, or any provision thereof ceases to be effective or is contested by any Loan Party, without the written consent of the DIP Lender;

An order is entered confirming a plan(s) of reorganization that, unless otherwise approved by the DIP Lender, does not provide for both (i) termination of the commitments and (ii) repayment in full in cash of all of the obligations under the DIP Loan Facility (or other treatment of such obligations acceptable to the DIP Lender) on or before the effective date of such plan(s);

An order is entered by the Bankruptcy Court granting relief from or modifying the automatic stay for any creditor or party (other than the DIP Lender) holding a security interest to execute upon, foreclose (or grant a deed in lieu of foreclosure or the like), take possession of, exercise set-off or any similar remedy against, or otherwise enforce a lien on any Collateral or any assets of the Company;

The Company objects or supports an objection, whether in a writing or otherwise, to the DIP Lender’s right to credit bid its claim under the DIP Loan Facility in the Sale.

The Company fails to pay any amount of principal or interest on the Notes, or any fee or other sums payable hereunder, or any other Lender Indebtedness on the date on which such payment is due, at the stated maturity or due date thereof, or by reason of any requirement for the prepayment thereof, by acceleration or otherwise; and

Delay or Omission Not Waiver. Neither the failure nor any delay on the part of Lender to exercise any right, remedy, power or privilege under the Loan Documents upon the occurrence of any Event of Default or otherwise shall operate as a waiver thereof or impair any such right, remedy, power or privilege. No waiver of any Event of Default shall affect any later Event of Default or shall impair any rights of Lender. No single, partial or full exercise of any rights, remedies, powers and privileges by Lender shall preclude further or other exercise thereof. No course of dealing between Lender and Borrower shall operate as or be deemed to constitute a waiver of Lender's rights under the Loan Documents or affect the duties or obligations of Borrower.

Remedies Cumulative; Consents. The rights, remedies, powers and privileges provided for herein shall not be deemed exclusive, but shall be cumulative and shall be in addition to all other rights, remedies, powers and privileges in Lender's favor at law or in equity. Lender’s rights, powers and remedies may be pursued singularly, concurrently or otherwise at such time and in such order as Lender may determine in Lender’s sole discretion. Whenever Lender's consent or approval is required, such consent or approval shall be at the sole and absolute discretion of Lender.

Certain Fees, Costs, Expenses, Expenditures and Indemnification. Borrower agrees to pay on demand all costs and expenses of Lender, including without limitation:

all losses, costs and expenses in connection with the enforcement, protection and preservation of Lender's rights or remedies under the Loan Documents, or any other Loan Agreement relating to any Lender Indebtedness, or in connection with legal advice relating to the rights or responsibilities of Lender (including without limitation court costs, reasonable attorney's fees and expenses of accountants and appraisers);

all losses, costs and expenses in connection with Lender’s defense of any action or proceeding commenced or threatened by a third party against Lender’s rights in and to the Collateral, provided, however, that if such action or proceeding is commenced by the Creditors Committee, if any, or a Trustee appointed by the Court in the Chapter 11 Case, and Lender is unsuccessful in defending the same, the Borrower shall have no obligation to pay any resulting losses, costs and expenses in or from such action or proceeding; and

any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of the Loan Documents, and all liabilities to which Lender may become subject as the result of delay in paying or omission to pay such taxes.

Time is of the Essence. Time is of the essence in Borrower's performance of its obligations under the Loan Documents.

Sale or Other Disposition of Collateral. The sale, lease or other disposition of the Collateral, or any part thereof, by Lender after an Event of Default may be for cash, credit or any combination thereof, and Lender may purchase all or any part of the Collateral at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, may set-off the amount of such purchase price against Lender Indebtedness then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. Lender may cause the Collateral to remain on Borrower's premises or otherwise or  to be removed and stored at premises owned by other persons, at Borrower's expense, pending sale or other disposition of the Collateral. Borrower, at Lender's request, shall assemble the Collateral consisting of inventory and tangible assets and make such assets available to Lender at a place to be designated by Lender. Lender shall have the right to conduct such sales on Borrower's premises, at Borrower's expense, or elsewhere, on such occasion or occasions as Lender may see fit. Any notice required to be given by Lender of a sale, lease or other disposition or other intended action by Lender with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed to Borrower at the address specified in Section 10.1 below, at least ten (10) business days prior to such proposed action, shall constitute fair and reasonable notice to Borrower of any such action. The net proceeds realized by Lender upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Lender in connection therewith and all other costs and expenses related thereto including attorney fees, shall be applied in such order as Lender, in its sole discretion, elects, toward satisfaction of Lender Indebtedness. Lender shall account to Borrower for any surplus realized upon such sale or other disposition, and Borrower shall remain liable for any deficiency. The commencement of any action, legal or equitable, or the rendering of any judgment or decree for any deficiency shall not affect Lender's security interest in the Collateral. Borrower agrees that Lender has no obligation to preserve rights to the Collateral against any other parties. Subject to the approval of the Bankruptcy Court, Lender is hereby granted a license or other right to use, after an Event of Default, without charge, Borrower's labels, general intangibles, intellectual property, equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, domain names, trademarks, service marks and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any inventory or other Collateral and Borrower's rights under all contracts, licenses, approvals, permits, leases and franchise Loan Agreements shall inure to Lender's benefit. Lender shall be under no obligation to marshal any assets in favor of Borrower or any other party or against or in payment of any or all of Lender Indebtedness.

Set-Off. Without limiting the rights of Lender under applicable law, Lender has and may exercise a right of set-off, a lien against and a security interest in all property of Borrower now or at any time in Lender's possession in any capacity whatsoever, including but not limited to any balance of any deposit, trust or agency account, or any other bank account with Lender, as security for all Lender Indebtedness. At any time and from time to time following the occurrence of an Event of Default, or an event which with the giving of notice or passage of time or both would constitute an Event of Default, Lender may without notice or demand, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Lender to or for the credit of Borrower against any or all of Lender Indebtedness and Borrower's obligations under the Loan Documents.

Turnover of Property Held by Lender. Borrower irrevocably authorizes any Affiliate of Lender, upon and following the occurrence of an Event of Default, at the request of Lender and without further notice, to turn over to Lender any property of Borrower held by such Affiliate, including without limitation, funds and securities for such Borrower's account and to debit, for the benefit of Lender, any deposit account maintained by Borrower with such Affiliate (even if such deposit account is not then due or there results a loss or reduction of interest or the imposition of a penalty in accordance with law applicable to the early withdrawal of time deposits), in the amount requested by Lender up to the amount of Lender Indebtedness, and to pay or transfer such amount or property to Lender for application to Lender Indebtedness.

Waivers. In connection with any proceedings under the Loan Documents, including without limitation any action by Lender in replevin, foreclosure or other court process or in connection with any other action related to the Loan Documents or the transactions contemplated hereunder, Borrower waives:

Forbearance. Lender may release, compromise, forbear with respect to, waive, suspend, extend or renew any of the terms of the Loan Documents, without notice to Borrower.

Limitation on Liability. Borrower shall be responsible for and  Lender, solely in its capacity as Lender, is hereby released from any claim or liability in connection with:

Brokers. The transaction contemplated hereunder was brought about and entered into by Lender and Borrower acting as principals and without any brokers, agents or finders being the effective procuring cause hereof. Borrower represents to Lender that Borrower has not committed Lender to the payment of any brokerage fee or commission in connection with this transaction. If any such claim is made against Lender by any broker, finder or agent or any other Person, Borrower agrees to indemnify, defend and hold Lender harmless against any such claim, at Borrower's own cost and expense, including Lender's attorneys' fees. Borrower further agrees that until any such claim or demand is adjudicated in Lender's favor, the amount claimed and/or demanded shall be deemed part of Lender Indebtedness secured by the Collateral.

Use of Lender's Name. Borrower shall not use Lender's name or the name of any of Lender's Affiliates in connection with any of its business or activities except as may otherwise be required by the rules and regulations of the Securities and Exchange Commission or any like regulatory body and except as may be required in its dealings with any governmental agency.

No Joint Venture. Nothing contained herein is intended to permit or authorize Borrower to make any contract on behalf of Lender, nor shall this Loan Agreement be construed as creating a partnership, joint venture or making Lender an investor in Borrower.

Survival. All covenants, Loan Agreements, representations and warranties made by Borrower in the Loan Documents or made by or on its behalf in connection with the transactions contemplated herein shall be true at all times this Loan Agreement is in effect and shall survive the execution and delivery of the Loan Documents, any investigation at any time made by Lender or on its behalf and the making by Lender of the loans or advances to Borrower. All statements contained in any certificate, statement or other document delivered by or on behalf of Borrower pursuant hereto or in connection with the transactions contemplated hereunder shall be deemed representations and warranties by Borrower.

No Assignment by Borrower. Borrower may not assign any of its rights hereunder without the prior written consent of Lender and any such assignment shall be void and of no force or effect. Lender shall not be required to lend hereunder except to Borrower as it presently exists.

Assignment or Sale by Lender. Lender may sell, assign or participate all or a portion of its interest in the Loan Documents, and, in connection therewith, may make available to any prospective purchaser, assignee or participant any information relative to Borrower in its possession.

Binding Effect. This Loan Agreement and all rights and powers granted hereby will bind and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Severability. The provisions of this Loan Agreement and all other Loan Documents are deemed to be severable, and the invalidity or unenforceability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

No Third Party Beneficiaries. The rights and benefits of this Loan Agreement and the Loan Documents shall not inure to the benefit of any third party.

Modifications. No modification of this Loan Agreement or any of the Loan Documents shall be binding or enforceable unless in writing and signed by or on behalf of the party against whom enforcement is sought. No modification shall constitute, or be constitute to constitute, a novation of this Loan Agreement, and all terms contained herein not expressly modified in such writing shall continue in full force and effect.

Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action will be the next succeeding Business Day.

Governing Law. This Loan Agreement has been made, executed and delivered in the State of New York and will be construed in accordance with and governed by  the laws of such State without regard to conflict of law principles.

Integration. The Loan Documents shall be construed as integrated and complementary of each other, and as augmenting and not restricting Lender's rights, powers, remedies and security. The Loan Documents contain the entire understanding of the parties thereto with respect to the matters contained therein and supersede all prior Loan Agreements and understandings between the parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the parties. In the event of any inconsistency between the terms of this Loan Agreement and the terms of the other Loan Documents, the terms of this Loan Agreement shall prevail.

Exhibits and Schedules. All exhibits and schedules attached hereto are hereby made a part of this Loan Agreement.

Headings. The headings of the Articles, Sections, paragraphs and clauses of this Loan Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Loan Agreement.

Counterparts. This Loan Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Loan Agreement by signing any such counterpart.

Effect of Financing Orders.

except for the amounts included in the Carve-Out (however, it is agreed and understood that the Carve-Out shall not reduce the full amount that is due and owing to Lender under this Loan Agreement);

the liens and security interests in favor of Lender set forth herein, in the Security Documents and in the other Loan Documents, shall constitute valid and perfected first priority liens and security interests and shall be prior to all other liens and interests, now existing or hereafter arising, in favor of any other creditor or any other Person whatsoever, and

the security interests and liens upon the Collateral in favor of Lender as set forth in this Loan Agreement, the Security Documents and in the other Loan Documents shall constitute valid and perfected first priority security interests, without the necessity that Lender file financing statements or otherwise perfect its liens and security interests in the Collateral under applicable non-bankruptcy law.

Waiver of Right to Trial by Jury. BORROWER AND LENDER WAIVE ANY RIGHT TO TRIAL BY JURY ON ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER ANY OF THE LOAN DOCUMENTS OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF BORROWER OR LENDER WITH RESPECT TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. BORROWER AND LENDER AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS LOAN AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF BORROWER AND LENDER TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. BORROWER ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL REGARDING THIS SECTION, THAT IT FULLY UNDERSTANDS ITS TERMS, CONTENT AND EFFECT, AND THAT IT VOLUNTARILY AND KNOWINGLY AGREES TO THE TERMS OF THIS SECTION.