Prepackaged Plan of Reorganization for Crossroads Systems, Inc. under Chapter 11 (August 13, 2017)

Summary

Filed as Exhibit 2.1, this is the Prepackaged Plan of Reorganization for Crossroads Systems, Inc. under Chapter 11 of the United States Bankruptcy Code, captioned in the United States Bankruptcy Court for the Western District of Texas, San Antonio Division, and dated August 13, 2017. The Debtor and its Co-Proponent 210/CRDS Investment LLC submit the plan; Eric Terry is named as proposed attorney for the debtor-in-possession, and Michael A. Rosenthal and Matthew G. Bouslog of Gibson, Dunn & Crutcher LLP as attorneys for 210. The plan sets out treatment of classes of claims and interests, including Class 5 – Preferred Interests and Class 6 – Common Interests, and provides for issuance of New Common Stock in the Reorganized Debtor. A Subordinated Claim Cap Order would cap Allowed Subordinated Claims at not greater than $40,000.00.

Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used

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“Prepackaged Plan of Reorganization for Crossroads Systems, Inc. under Chapter 11 (August 13, 2017).” Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/sec-crds-8-k-ex2-1-0001144204-17-042653-v473162-ex2-1-9136ee544b/, SHA-256 35b45d4f8d2d4a81ff848777450a48d84dff5ba2947f21135ec40240fcff7c0a.

Full text

Exhibit 2.1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE WESTERN DISTRICT OF TEXAS

SAN ANTONIO DIVISION

In re: Crossroads Systems, Inc. Debtor. | § § § § § § | Chapter 11 Case No. 17-

PREPACKAGED PLAN OF

REORGANIZATION
FOR Crossroads Systems ,
INC. UNDER

CHAPTER 11 OF THE UNITED STATES BANKRUPTCY
CODE

DATED: August 13, 2017

ERIC TERRY LAW, PLLC Eric Terry Texas Bar No. 00794729 3511 Broadway Street San Antonio, Texas 78209 Telephone: (210) 468-8274 Facsimile: (210) 319-5447 eric@ericterrylaw.com PROPOSED ATTORNEY FOR THE DEBTOR-IN-POSSESSION | GIBSON, DUNN & CRUTCHER LLP Michael A. Rosenthal Matthew G. Bouslog 200 Park Avenue New York, New York 10166-0193 Telephone: (212) 351-4000 Facsimile: (212) 351-4035 mrosenthal@gibsondunn.com mbouslog@gibsondunn.com ATTORNEYS FOR CO-PROPONENT 210/CRDS INVESTMENT LLC

TABLE OF CONTENTS

INTRODUCTION | 1
ARTICLE I. DEFINED TERMS, RULES OF INTERPRETATION, CONSTRUCTION OF TERMS, COMPUTATION OF TIME AND GOVERNING LAW | 1
A. | Defined Terms | 1
B. | Rules of Interpretation and Construction of Terms | 1
C. | Computation of Time | 2
D. | Reference to Monetary Figures | 2
E. | Governing Law | 2
ARTICLE II. TREATMENT OF UNCLASSIFIED ADMINISTRATIVE AND PRIORITY TAX CLAIMS | 2
A. | Administrative Claims | 3
B. | Priority Tax Claims | 4
ARTICLE III. CLASSIFICATION OF CLAIMS AND INTERESTS | 5
A. | Classification of Claims and Interests | 5
B. | Identification of Classes | 5
C. | Unimpaired Classes | 5
D. | Impaired, Voting Class | 5
E. | Acceptance or Rejection of the Prepackaged Plan. | 6
F. | Elimination of Classes for Voting Purposes | 6
ARTICLE IV. TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS | 6
A. | Treatment of Class 1 – Secured Claims | 6
B. | Treatment of Class 2 – Priority Non-Tax Claims | 6
C. | Treatment of Class 3 – General Unsecured Claims | 7
D. | Treatment of Class 4 – Subordinated Claims | 7
E. | Treatment of Class 5 – Preferred Interests | 8
F. | Treatment of Class 6 – Common Interests | 8
ARTICLE V. EFFECT OF PREPACKAGED PLAN AND MEANS FOR IMPLEMENTATION OF THE PREPACKAGED PLAN | 8
A. | Legally Binding Effect | 8
B. | Vesting of Property in the Reorganized Debtor. | 8
G. | Sources of Cash for Prepackaged Plan Distributions | 10
H. | Directors | 10
I. | Disclosure of Directors and Officers | 11
J. | D&O Liability Insurance Policies | 11
K. | New Indemnification Agreements | 11
L. | Derivative Litigation Claims | 11
M. | Cancellation of Interests in the Debtor and Issuance of New Common Stock in the Reorganized Debtor | 12
N. | Bankruptcy Code Section 1145 Exemption | 12
ARTICLE VI. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES | 12
A. | Assumption and Rejection of Executory Contracts and Unexpired Leases | 12
B. | Proposed Cure Claim Amounts | 13
C. | Rejection Damages Bar Date | 14
D. | Reservation of Rights | 14
E. | Dispute Regarding Executory Nature of Contracts | 15
F. | Postpetition Contracts and Leases | 15
ARTICLE VII. OBJECTIONS TO AND PROCEDURES FOR RESOLVING DISPUTES REGARDING CLAIMS AND INTERESTS | 15
A. | Objections to Claims | 15
B. | Claims Filed After Objection Deadline. | 15
C. | Allowance of Claims and Interests | 15
D. | Claims Administration Responsibilities | 15
E. | Estimation of Claims and Interests | 16
F. | Adjustment to Claims Without Objection | 16
G. | Disallowance of Claims or Interests | 16
H. | Offer of Judgment | 16
ARTICLE VIII. PROVISIONS GOVERNING DISTRIBUTIONS OF PROPERTY UNDER THE PREPACKAGED PLAN | 16
A. | General | 16
B. | Delivery of Distributions | 17
C. | Allocation of Distributions: | 17
D. | Rounding of Fractional Distributions | 17
E. | Unclaimed Distributions | 17
F. | Uncashed Checks | 17
G. | Compliance with Tax Requirements | 17
H. | De Minimus Distributions | 18
I. | Setoffs and Recoupment | 18
J. | No Postpetition Interest on Claims: | 18
ARTICLE IX. SETTLEMENT, RELEASE, INJUNCTION AND RELATED PROVISIONS | 18
A. | Comprehensive Settlement of Claims and Controversies | 18
B. | Indemnities | 18
C. | Section 1125(e) Release | 18
D. | 210 Release | 18
E. | Debtor Officer and Director Release | 19
F. | Discharge and Discharge Injunction | 19
G. | Enjoining Holders of Claims Against and Interests in Debtor | 20
H. | Integral to the Prepackaged Plan | 20
ARTICLE X. RETENTION OF CAUSES OF ACTION | 20
A. | Reorganized Debtor’s Preservation, Retention and Maintenance of Causes of Action | 20
B. | Preservation of All Causes of Action Not Expressly Settled or Released | 21
ARTICLE XI. MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PREPACKAGED PLAN | 21
A. | Amendment or Modification of the Prepackaged Plan | 21
B. | Revocation or Withdrawal of the Prepackaged Plan | 21
ii
ARTICLE XII. RETENTION OF JURISDICTION | 22
A. | Exclusive Bankruptcy Court Jurisdiction | 22
B. | Limitation on Jurisdiction | 23
ARTICLE XIII. EVENTS OF DEFAULT | 23
A. | Events of Default | 23
B. | Remedies for Default | 23
ARTICLE XIV. MISCELLANEOUS PROVISIONS | 24
A. | Conditions to Occurrence of the Effective Date | 24
B. | Waiver of Conditions | 25
C. | Due Authorization by Claim and Interest Holders | 25
D. | Filing of Additional Documentation | 25
E. | Further Authorizations | 25
F. | Post Confirmation Service List | 25
G. | Successors and Assigns | 25
H. | Transfer of Claims | 26
I. | Notices | 26
J. | U.S. Trustee Fees | 27
K. | Implementation | 27
L. | No Admissions | 27
M. | Substantial Consummation | 27
N. | Good Faith | 27
O. | Final Decree | 27
P. | Severability of Prepackaged Plan Provisions | 28
EXHIBITS
Glossary of Defined Terms | A
Form of Securities Purchase Agreement | B
Form of Loan Agreement | C
Officer and Director Disclosures | D
Rejected Executory Contracts List | E
Proposed Cure Claim Disclosure | F
iii

INTRODUCTION

Crossroads Systems, Inc.,
a Delaware corporation (the “ Debtor ”), debtor-in-possession in the Chapter 11 Case, together with its Co-Proponent
210/CRDS Investment LLC (“ 210 ”), respectfully submit this Prepackaged Plan of Reorganization for Crossroads
Systems, Inc. under Chapter 11 of the United States Bankruptcy Code pursuant to section 1121(a) of the Bankruptcy Code. Reference
is made to the Disclosure Statement in Support of the Prepackaged Plan of Reorganization for Crossroads Systems, Inc. under Chapter
11 of the United States Bankruptcy Code (the “ Disclosure Statement ”), distributed contemporaneously herewith,
for a summary and description of the Prepackaged Plan and certain related matters.

THIS PLAN SHOULD BE CONSIDERED
ONLY IN CONJUNCTION WITH THE DISCLOSURE STATEMENT AND RELATED MATERIALS TRANSMITTED THEREWITH. THE DISCLOSURE STATEMENT IS INTENDED
TO PROVIDE YOU WITH THE INFORMATION THAT YOU NEED TO MAKE AN INFORMED JUDGMENT WHETHER TO ACCEPT OR REJECT THE PREPACKAGED PLAN.

ARTICLE I.

DEFINED TERMS, RULES OF
INTERPRETATION, CONSTRUCTION OF TERMS, COMPUTATION OF TIME AND GOVERNING LAW

A. Defined Terms . All capitalized
terms not defined elsewhere in the Prepackaged Plan shall have the meaning assigned to them in the Glossary of Defined Terms attached
hereto as Exhibit A . Any capitalized term used in the Prepackaged Plan and not defined herein, but that is defined
in the Bankruptcy Code, has the meaning assigned to that term in the Bankruptcy Code. Any capitalized term used in the Prepackaged
Plan and not defined herein or in the Bankruptcy Code, but that is defined in the Bankruptcy Rules, has the meaning assigned to
that term in the Bankruptcy Rules.

B. Rules of Interpretation and Construction
of Terms .

1. For the purposes of the Prepackaged
Plan:

a. any reference in the Prepackaged
Plan to an existing document, schedule or exhibit filed or to be filed means that document, schedule or exhibit as it may have
been or may be amended, supplemented, or otherwise modified; and

b. any reference in the Prepackaged
Plan to a contract, instrument, release, indenture, or other agreement or document being in a particular form or on particular
terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions.

2. Any reference to a Person as
a Holder of a Claim or Interest includes the Person’s successors and assigns.

3. Any reference to docket numbers
of documents filed in the Chapter 11 Case are references to docket numbers under the Bankruptcy Court’s CM/ECF system.

4. The words “herein,”
“hereof,” and “hereunder” and other words of similar import refer to the Prepackaged Plan as a whole and
not to any particular article, section, subsection or clause contained in the Prepackaged Plan, unless the context requires otherwise.

5. Whenever from the context it
appears appropriate, each term stated in either the singular or the plural includes the singular and the plural, and pronouns stated
in the masculine, feminine, or neuter form include the masculine, feminine, and neuter form.

6. The article and section headings
contained in the Prepackaged Plan are for reference purposes only and shall not affect in any way the meaning or interpretation
of the Prepackaged Plan.

7. Captions and headings to articles,
sections, and exhibits are inserted for convenience of reference only and are not intended to be part of or to affect the interpretation
of the Prepackaged Plan.

8. The rules of construction set
forth in section 102 of the Bankruptcy Code shall apply.

9. All exhibits to the Prepackaged
Plan are incorporated into the Prepackaged Plan by this reference and are a part of the Prepackaged Plan as if set forth fully
herein.

C. Computation of Time . In computing
any period, date, or deadline prescribed or allowed in the Prepackaged Plan, the provisions of Bankruptcy Rule 9006(a) shall apply.
If the date on which a transaction may or must occur pursuant to the Prepackaged Plan shall occur on a day that is not a Business
Day, then such transaction shall instead occur on the next succeeding Business Day.

D. Reference to Monetary Figures .
All references in the Prepackaged Plan to monetary figures shall refer to currency of the United States of America, unless otherwise
expressly provided.

E. Governing Law . Except to the extent
the Bankruptcy Code or the Bankruptcy Rules are applicable, the rights and obligations arising under the Prepackaged Plan shall
be governed by, and construed and enforced in accordance with, the laws of the State of Texas without giving effect to the principles
of conflicts of law thereof.

ARTICLE II.

TREATMENT OF UNCLASSIFIED

ADMINISTRATIVE AND PRIORITY
TAX CLAIMS

In accordance with section
1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims have not been classified and thus are excluded
from the Classes of Claims set forth in the Prepackaged Plan.

A. Administrative
Claims .

1. General . Subject to
the Administrative Claim Bar Date provisions herein and unless otherwise provided for in the Prepackaged Plan or an order of the
Bankruptcy Court, each Holder of an Allowed Administrative Claim shall, in full satisfaction, settlement, release, and discharge
of and in exchange for such Allowed Administrative Claim be paid either Cash equal to the unpaid amount of such Allowed Administrative
Claim or such other less favorable treatment as to which the Debtor or the Reorganized Debtor and the Holder of such Allowed Administrative
Claims shall have agreed upon in writing, at the Reorganized Debtor’s option on: (a) the Effective Date, (b) the Allowance
Date, (c) the date such Allowed Administrative Claim becomes due and owing in the ordinary course of business, or (d) such date
as is mutually agreed upon by the Debtor or the Reorganized Debtor and the Holder of such Allowed Administrative Claim; provided , however , that that Allowed Administrative Expense Claims representing liabilities incurred by the Debtor after the Effective
Date in the ordinary course of business shall be paid by the Debtor or the Reorganized Debtor in the ordinary course of business,
consistent with past practice and in accordance with the terms and subject to the conditions of any course of dealing or agreements
governing, instruments evidencing, or other documents relating to such transactions.

2. Payment
of Statutory Fees . All fees payable pursuant to 28 U.S.C. § 1930 shall be paid in Cash equal to the amount of such
Administrative Claim when due.

3. Administrative Claim Bar
Dates and Objection Deadlines .

a. Deadline . Except as otherwise provided in this section of the Prepackaged Plan, requests for payment of Administrative Claims for
which no bar date has otherwise been previously established must be included within a motion or application and filed no later
than the Administrative Claim Bar Date. Unless the Holder of an Allowed Administrative Claim is not otherwise paid in the ordinary
course of business during the Chapter 11 Case, Holders of Administrative Claims that are required to file requests for payment
of such Administrative Claims and that do not file such requests by the Administrative Claim Bar Date shall be forever barred from
asserting such Administrative Claims against the Reorganized Debtor or its property. Objections to Administrative Claims must be
filed and served on the Reorganized Debtor and the Holder of the Administrative Claim that is the subject of such objection no
later than the Administrative Claim Objection Deadline.

b. Form . Requests for payment of Administrative Claims included in a Proof of Claim are of no force and effect, and are disallowed
in their entirety as of the Confirmation Date unless such Administrative Claim is subsequently filed in timely motion or application
as provided herein. However, to the extent a Governmental Unit is not required to file a request for payment of an Administrative
Claim pursuant to section 503(b)(1)(D) of the Bankruptcy Code, a Proof of Claim filed by such Governmental Unit prior to the applicable
bar date set forth in the Prepackaged Plan for filing a request for payment of such Administrative Claim shall fulfill the requirements
of this section of the Prepackaged Plan.

c. Professionals .
All Professionals shall file and serve on the Post-Confirmation Service List an application for final allowance of any Professional
Fee Claim no later than the Professional Fee Claim Bar Date. Objections to Professional Fee Claims must be filed and served on
the Reorganized Debtor and the Professional to whose application the objections are addressed no later than the Professional Fee
Claim Objection Deadline. Any Professional that does not file an application for final allowance of any Professional Fee Claim
by the Professional Fee Claim Bar Date shall be forever barred from asserting any such Professional Fee Claim against the Reorganized
Debtor or its property. Any professional fees and reimbursements for expenses incurred by the Reorganized Debtor after the Effective
Date may be paid without application to the Bankruptcy Court.

d. Postpetition
Tax Claims . All requests for payment of Postpetition Tax Claims for which no bar date has otherwise been previously established,
must be filed on or before the Postpetition Tax Claim Bar Date. A Holder of any Postpetition Tax Claim that is required to file
a request for payment of such taxes and does not file such request by the Postpetition Tax Claim Bar Date shall be forever barred
from asserting any such Postpetition Tax Claim against the Reorganized Debtor or its property, whether any such Postpetition Tax
Claim is deemed to arise prior to, on, or subsequent to the Effective Date. To the extent that the Holder of a Postpetition Tax
Claim holds a Lien to secure its Postpetition Tax Claim under applicable state law, the Holder of such Postpetition Tax Claim shall
retain its Lien until its Allowed Postpetition Tax Claim has been paid in full. Objections to Postpetition Tax Claims must be filed
and served on the Reorganized Debtor and the Holder of the Postpetition Tax Claim that is the subject of such objection no later
than the Postpetition Tax Claim Objection Deadline.

B. Priority
Tax Claims . Unless otherwise provided for pursuant to an order of
the Bankruptcy Court, each Holder of an Allowed Priority Tax Claim due and payable on or prior to the Effective Date shall receive
in full satisfaction, settlement, release, and discharge of and in exchange for such Allowed Priority Tax Claim, at the sole discretion
of the Reorganized Debtor, either (i) Cash equal to the amount of such Allowed Priority Tax Claim as soon as reasonably practicable
after the later of (x) the Effective Date, (y) the Allowance Date, or (z) such date as is mutually agreed upon by the Debtor or
the Reorganized Debtor and the Holder of such Allowed Priority Tax Claim; or (ii) pursuant to section 1129(a)(9)(C)
of the Bankruptcy Code, deferred Cash payments made on the first Business Day following each anniversary of the Effective Date
over a period not exceeding five (5) years after the Petition Date, with a total value as of the Effective Date equal to the amount
of such Allowed Priority Tax Claim. All Allowed Priority Tax Claims against the Debtor that is not due and payable on the Effective
Date shall be paid in the ordinary course of business by the Reorganized Debtor in accordance with the applicable non-bankruptcy
law governing such Claims.

ARTICLE III.

CLASSIFICATION OF CLAIMS
AND INTERESTS

A. Classification of Claims and Interests .
Pursuant to section 1122 of the Bankruptcy Code, a Claim or Interest is placed in a particular Class for purposes of voting on
the Prepackaged Plan and receiving Distributions under the Prepackaged Plan only to the extent (i) the Claim or Interest qualifies
within the description of that Class; (ii) the Claim or Interest is an Allowed Claim or Allowed Interest in that Class; and (iii)
the Claim or Interest has not been paid, released, or otherwise compromised before the Effective Date. In accordance with section
1123(a)(1) of the Bankruptcy Code, all Claims and Interests except Administrative Claims and Priority Tax Claims are classified
in the Classes set forth below.

B. Identification
of Classes . The Claims against and Interests in the Debtor are classified as follows:

C. Unimpaired Classes . Classes 1,
2, 3, 4 and 6 are Unimpaired under the Prepackaged Plan. Under section 1126(f) of the Bankruptcy Code, Holders of Claims in Classes
1, 2, 3 and 4, and Holders of Common Interests in Class 6 are conclusively presumed to have accepted the Prepackaged Plan and are
therefore not entitled to vote to accept or reject the Prepackaged Plan. Notwithstanding the foregoing, at the Confirmation Hearing
the Debtor will make an evidentiary showing that the Prepackaged Plan does not discriminate unfairly and is fair and equitable
with respect to Class 6 Common Interests in the Debtor.

D. Impaired, Voting Class . Class
5 is Impaired under the Prepackaged Plan and entitled to vote to accept or reject the Prepackaged Plan under section 1126(a) of
the Bankruptcy Code.

E. Acceptance
or Rejection of the Prepackaged Plan . An Impaired, Voting Class
of Claims shall have accepted the Prepackaged Plan if votes to accept the Prepackaged Plan have been cast by at least two-thirds
(2/3) in amount and more than one-half (1/2) in number of the Allowed Claims in such Class that have voted on the Prepackaged Plan.
There are no Voting Classes of Claims; therefore, the foregoing test is inapplicable to the Prepackaged Plan. An Impaired, Voting
Class of Interests shall have accepted the Prepackaged Plan if votes to accept the Prepackaged Plan have been cast by at least
two-thirds in amount of the Allowed Interests in such Class that have voted on the Prepackaged Plan. This test applies to the vote
of the Holders of Interests in Class 5.

F. Elimination of Classes for Voting
Purposes . Any Class that is not occupied as of the date of
the commencement of the Confirmation Hearing by an Allowed Claim, an Allowed Interest or a Claim or Interest temporarily allowed
under Bankruptcy Rule 3018 or as to which no vote is cast shall be deemed eliminated from the Prepackaged Plan for purposes of
voting on acceptance or rejection of the Prepackaged Plan by such Class under section 1129(a)(8) of the Bankruptcy Code.

ARTICLE IV.

TREATMENT OF CLASSIFIED
CLAIMS AND INTERESTS

A. Treatment of Class 1 – Secured
Claims .

1. Subclasses . If there
is more than one Allowed Secured Claim, then each Allowed Secured Claim shall be classified in a separate subclass (to be designated
1A, 1B, 1C, etc.).

2. Impairment and Voting .
Class 1 (and each sub-Class therein, as applicable) is Unimpaired by the Prepackaged Plan. Each Holder of a Secured Claim is not
entitled to vote to accept or reject the Prepackaged Plan and shall be conclusively presumed to have accepted the Prepackaged Plan.

3. Treatment . Each Holder
of an Allowed Secured Claim shall receive in full satisfaction, settlement, release, and discharge of and in exchange for such
Allowed Secured Claim, as soon as reasonably practicable after the later of (a) the Effective Date, (b) the Allowance Date, (c)
the date such Allowed Secured Claim becomes due and owing in the ordinary course of business, and (d) such date as is mutually
agreed upon by the Debtor or the Reorganized Debtor and the Holder of such Allowed Secured Claim, either (i) at the sole discretion
of the Debtor or the Reorganized Debtor, as applicable, (x) Cash equal to the unpaid portion of such Allowed Secured Claim, including
any interest on such Allowed Secured Claim required to be paid pursuant to section 506(b) of the Bankruptcy Code, or (y) Reinstatement
of such Allowed Secured Claim; or (ii) such other treatment as may be agreed to by the Debtor and the Holder of such Allowed Secured
Claim in writing.

B. Treatment of Class 2 – Priority
Non-Tax Claims .

1. Impairment and Voting .
Class 2 is Unimpaired by the Prepackaged Plan. Each Holder of a Priority Non-Tax Claim is not entitled to vote to accept or reject
the Prepackaged Plan and shall be conclusively presumed to have accepted the Prepackaged Plan.

2. Treatment .
Each Holder of an Allowed Priority Non-Tax Claim shall receive
in full satisfaction, settlement, release, and discharge of and in exchange for such Allowed Priority Non-Tax Claim, as soon as
reasonably practicable after the later of (a) the Effective Date, (b) the Allowance Date, (c) the date such Allowed Priority Non-Tax
Claim becomes due and owing in the ordinary course of business, and (d) such date as is mutually agreed upon by the Debtor or the
Reorganized Debtor and the Holder of such Allowed Priority Non-Tax
Claim, either (i) at the sole discretion of the Debtor or the Reorganized
Debtor, as applicable, (x) Cash equal to the unpaid portion of such Allowed Priority Non-Tax Claim or (y) Reinstatement of such
Allowed Priority Non-Tax Claim; or (ii) such other treatment as may be agreed to by the Debtor and the Holder of such Allowed Priority
Non-Tax Claim in writing.

C. Treatment
of Class 3 – General Unsecured Claims .

1. Impairment and Voting .
Class 3 is Unimpaired by the Prepackaged Plan. Each Holder of a General Unsecured Claim is not entitled to vote to accept or reject
the Prepackaged Plan and shall be conclusively presumed to have accepted the Prepackaged Plan.

2. Treatment . Each Holder
of an Allowed General Unsecured Claim shall receive in full satisfaction, settlement, release, and discharge of and in exchange
for such Allowed General Unsecured Claim, as soon as reasonably practicable after the later of (a) the Effective Date, (b) the
Allowance Date, (c) the date such Allowed General Unsecured Claim becomes due and owing in the ordinary course of business, and
(d) such date as is mutually agreed upon by the Debtor or the Reorganized Debtor and the Holder of such Allowed General Unsecured Claim, either (a) at the sole discretion
of the Debtor or the Reorganized Debtor, as applicable, (i) Cash equal to the unpaid portion of such Allowed General Unsecured
Claim or (ii) Reinstatement of such Allowed General Unsecured Claim; or (b) such other treatment as may be agreed to by the Debtor
and the Holder of such Allowed General Unsecured Claim in writing.

D. Treatment
of Class 4 – Subordinated Claims .

3. Impairment and Voting .
Class 4 is Unimpaired by the Prepackaged Plan. Each Holder of a Subordinated Claim is not entitled to vote to accept or reject
the Prepackaged Plan.

4. Treatment . Each Holder
of an Allowed Subordinated Claim shall receive in full satisfaction, settlement, release, and discharge of and in exchange for
such Subordinated Claim, as soon as reasonably practicable after the later of (a) the Effective Date, (b) the Allowance Date, and
(c) such date as is mutually agreed upon by the Debtor or the Reorganized Debtor and the Holder of such Subordinated Claim, Cash equal to 100% of such Allowed Subordinated
Claim or such other treatment as may be agreed to by the Debtor and the Holder of such Allowed General Unsecured Claim in writing.

E. Treatment of Class 5 – Preferred
Interests .

1. Impairment and Voting .
Class 5 is Impaired by the Prepackaged Plan. Each Holder of a Preferred Interest is entitled to vote to accept or reject the Prepackaged
Plan.

2. Treatment . Unless otherwise
provided for in the Prepackaged Plan, on the Effective Date, the shares of preferred stock owned or held by Holders of Preferred
Interests shall for all purposes be deemed cancelled, and the Holders of Preferred Interests shall receive their Pro Rata Share
of (a) $2,672,233.78 in Cash consideration plus (b) 230,680 shares of New Common Stock or such other number of shares of New
Common Stock that shall constitute, in total, 8% of the New Common Stock of the Reorganized Debtor (on a fully diluted basis); provided that no fractional shares of New Common Stock shall be issued, and any fractional share shall be rounded up or
down to the nearest whole share.

F. Treatment of Class 6 – Common
Interests .

3. Impairment and Voting .
Class 6 is Unimpaired by the Prepackaged Plan. Each Holder of Common Interests is not entitled to vote to accept or reject the
Prepackaged Plan and shall be conclusively presumed to have accepted the Prepackaged Plan.

4. Treatment . On the Effective
Date, the shares of common stock owned or held by Holders of Common Interests shall for all purposes be deemed cancelled, and the
Holders of Common Interests shall be issued an equal number of shares of New Common Stock as more fully described in Article V.M
herein below.

G. Special Provision Governing Unimpaired
Claims and Interests . Except as otherwise provided in the Prepackaged Plan, nothing under the Prepackaged Plan will affect
the Debtor’s rights in respect of any Unimpaired Claims or Interests, including all rights in respect of legal and equitable
defenses to or setoffs or recoupments against any such Unimpaired Claims or Interests, including the right to cure any arrearages
or defaults that may exist with respect to Executory Contracts to be assumed under the Prepackaged Plan.

ARTICLE V.

EFFECT OF PREPACKAGED PLAN
AND MEANS FOR IMPLEMENTATION OF THE PREPACKAGED PLAN

A. Legally Binding Effect . Provisions
of this Prepackaged Plan shall bind all Creditors and Interest Holders, including such Holders’ respective successors and
assigns, whether or not they accept the Prepackaged Plan. On and after the Effective Date, all Creditors and Interest Holders shall
be precluded and enjoined from asserting any Claim or Interest against the Debtor, the Reorganized Debtor, or its assets or properties
based on any transaction or other activity of any kind that occurred prior to the Confirmation Date except as permitted under the
Prepackaged Plan.

B. Vesting of Property in the Reorganized
Debtor . On the Effective Date, except as otherwise expressly provided in the Prepackaged Plan, title to all Estate property,
including all Causes of Action, shall vest in the Reorganized Debtor free and clear of all Liens, Claims, charges or other encumbrances
of any kind, except pursuant and subject to the terms and conditions of the SPA, the Loan Documents, or the SPA Ancillary Documents.
On and after the occurrence of the Effective Date, except as otherwise provided in the Prepackaged Plan, the Reorganized Debtor
may operate its business and may use, acquire, and dispose of its assets free of any restrictions of the Bankruptcy Code or Bankruptcy
Rules. Without limiting the foregoing, the Reorganized Debtor may pay the charges that it incurs on or after the Effective Date
for professionals’ fees, disbursements, expenses or related support services without application to the Bankruptcy Court.

C. Operations Between the Confirmation
Date and Effective Date . During the period from the Confirmation Date through and until the Effective Date, the Debtor may
continue to operate its business as debtor in possession, subject to all applicable orders of the Bankruptcy Court and any limitations
or agreements set forth in the 210 RSA.

D. Corporate Action . The entry of
the Confirmation Order shall constitute authorization for the Debtor and the Reorganized Debtor to take or cause to be taken all
corporate actions necessary or appropriate to implement all provisions of, and to consummate, the Prepackaged Plan, the SPA, the
Loan Documents, and the SPA Ancillary Documents prior to, on and after the Effective Date and all such actions taken or caused
to be taken shall be deemed to have been authorized and approved by the Bankruptcy Court without further approval, act or action
under any applicable law, order, rule or regulation, including, without limitation, any action required by the Holders of Interests,
officers, or directors of the Debtor or Reorganized Debtor, including, among other things: (1) the approval and effectiveness of
the New Organizational Documents; (2) the issuance of the 210 Common Stock pursuant to the SPA; (3) the issuance of New Common
Stock to Holders of Preferred Interests and Common Interests; (4) the execution and delivery of, and performance under the SPA,
the Loan Documents, and the SPA Ancillary Documents and the incurrence of indebtedness and obligations thereunder; (5) all transfers
of assets that are to occur pursuant to the Prepackaged Plan; (6) the incurrence of all obligations contemplated by the Prepackaged
Plan and the making of Distributions; and (7) the implementation of all settlements and compromises as set forth in or contemplated
by the Prepackaged Plan. On the Effective Date, the officers of the Debtor and the Reorganized Debtor are authorized and directed
to do all things and to execute and deliver all agreements, documents, instruments, notices and certificates as are contemplated
by the Prepackaged Plan and to take all necessary actions required in connection therewith, in the name of and on behalf of the
Debtor and the Reorganized Debtor, as applicable. The authorizations and approvals contemplated by this Article V of the Prepackaged
Plan shall be effective notwithstanding any requirements under non-bankruptcy law.

E. Governance Documents and Corporate
Existence . Except as otherwise provided in the Prepackaged Plan, the Debtor shall continue to exist after the Effective Date
as the Reorganized Debtor in accordance with the applicable laws of the jurisdiction in which it is incorporated or formed and
pursuant to the charter and by-laws (or other formation documents) in effect prior to the Effective Date, except to the extent
such charter and by-laws (or other formation documents) are amended under the Prepackaged Plan or otherwise, and to the extent
such documents are amended, such documents are deemed to be amended pursuant to the Prepackaged Plan and require no further action
or approval (other than any requisite filings required under applicable state or federal law).

F. Restructuring Transactions . On
the Effective Date, the following transactions and the transactions identified in Article V.H herein below (the “ Restructuring
Transactions ”) shall be effectuated:

1. New Organizational Documents .
In accordance with Article V.D of the Prepackaged Plan, on or immediately prior to the Effective Date, the New Organizational Documents
shall be adopted as may be necessary to effectuate the transactions contemplated by the Prepackaged Plan. The Debtor shall file
its New Organizational Documents with the Delaware Secretary of State and/or other applicable authorities in accordance with applicable
corporate laws. The New Organizational Documents shall, among other things, prohibit the issuance of non-voting Equity Securities,
to the extent required under section 1123(a)(6) of the Bankruptcy Code. After the Effective Date, the Reorganized Debtor may amend
and restate its New Organizational Documents and other constituent documents as permitted by the terms thereof and applicable law.

2. SPA Closing . Subject
to and in accordance with the terms and conditions of the SPA, the closing on the SPA shall occur. 210 shall wire the SPA Purchase
Consideration to the Debtor, and the Debtor shall immediately take all actions necessary to effectuate the transfer of the 210
Common Stock to 210, including by delivering irrevocable instructions to AST instructing AST to deliver a stock certificate to
210 evidencing the purchased 210 Common Stock. All of the 210 Common Stock issued pursuant to the SPA and the Prepackaged Plan
shall be duly authorized, validly issued, fully paid, and nonassessable, and shall be subject to the terms and conditions of the
New Organizational Documents.

3. Execution of Loan Agreement .
The Debtor and 210 shall execute the Loan Agreement, any other applicable Loan Documents, and any related agreements without the
need for any further corporate or other organizational action and without further action by or approval of the Bankruptcy Court.

4. Execution of SPA Ancillary
Documents . The Debtor and 210, as applicable, shall execute the remaining SPA Ancillary Documents for which the necessary conditions
as provided in the SPA, the Prepackaged Plan, and Confirmation Order shall have occurred.

5. Cancellation of common and
preferred stock in the Debtor and Issuance of New Common Stock in the Reorganized Debtor . The actions identified in Article
V.M of the Prepackaged Plan shall be implemented in the order as set forth therein.

6. Director and Officer Changes .
The actions identified in Article V.H of the Prepackaged Plan shall be implemented as set forth therein.

G. Sources of Cash for Prepackaged Plan
Distributions . All Cash necessary for the Debtor to make Distributions under the Prepackaged Plan shall be obtained from the
Debtor’s existing Cash balances, the SPA Purchase Consideration, or the liquidation of property of the Estate.

H. Directors and Officers of the Reorganized
Debtor .

1. On the Effective Date, all
of the Debtor’s then-existing directors, except for the Continuing Directors, shall voluntarily resign. The Continuing Directors
shall stand for re-election to the Reorganized Debtor’s board of directors in 2018 at the Reorganized Debtor’s annual
meeting of shareholders.

2. On the Effective Date, the
board of the Reorganized Debtor shall be fixed at five (5) directors, and, in addition to the Continuing Directors, the 210 Directors
shall be appointed to the board of directors of the Reorganized Debtor. The 210 Designees shall stand for re-election to the Reorganized
Debtor’s board of directors in 2018 at the Reorganized Debtor’s annual meeting of shareholders.

3. On the Effective Date, the
Continuing Directors and the 210 Directors shall nominate a fifth director, which director shall be an “Independent”
director as defined by the NASDAQ, and subject to the affirmative vote of a majority of the four directors, consisting of the 210
Designees and the Continuing Directors, such independent director shall be appointed as the fifth member of the Reorganized Debtor’s
board of directors. The independent director shall stand for re-election to the Reorganized Debtor’s board of directors in
2018 at the Reorganized Debtor’s annual meeting of shareholders.

4. On the Effective Date, the
Continuing Officers shall continue with the Reorganized Debtor.

I. Disclosure of Directors and Officers .
Pursuant to section 1129(a)(5) of the Bankruptcy Code, the identity and affiliations of any person designated to serve on the initial
board of directors of the Reorganized Debtor or as an officer of the Reorganized Debtor will be disclosed in the Plan Supplement.
To the extent such Person is an insider, the nature of any compensation payable to such Person will also be included in the Plan
Supplement.

J. D&O Liability Insurance Policies .
The Debtor or the Reorganized Debtor, as the case may be, shall purchase and maintain director and officer liability insurance
coverage for officers and directors of the Reorganized Debtor, including reasonably sufficient tail coverage (i.e., directors’
and officers’ insurance coverage that extends beyond the end of the policy period) for any director and officer liability
policies in effect on the Petition Date for the Debtor’s current and former directors, officers, and managers for such terms
or periods of time, to be reasonable under the circumstances. All such policies shall be acceptable to 210 and the 210 Directors
in all respects and shall not be cancelable by the Reorganized Debtor without prior unanimous approval by the board of directors
of the Reorganized Debtor.

K. New Indemnification Agreements .
The Reorganized Debtor shall enter into the Indemnification Agreements, in a form and substance satisfactory to the directors of
the Reorganized Debtor, with each of the directors of the Reorganized Debtor, including the 210 Directors, in the form to be included
in the Plan Supplement.

L. Derivative Litigation Claims .
Claims or Causes of Action derivative of or from the Debtor are Estate property under section 541 of the Bankruptcy Code. On and
after the Effective Date, all such Derivative Litigation Claims, regardless of whether pending on the Petition Date, shall be retained
by, vest in, and/or become property of the Reorganized Debtor. All named plaintiffs (including certified and uncertified classes
of plaintiffs) in any actions pending on the Effective Date relating to any Derivative Litigation Claims and their respective servants,
agents, attorneys, and representatives shall, on and after the Effective Date, be permanently enjoined, stayed, and restrained
from pursuing or prosecuting any Derivative Litigation Claim.

M. Cancellation of Interests in the Debtor
and Issuance of New Common Stock in the Reorganized Debtor . At 4:00 p.m., Eastern Time, on the Effective Date, all issued and
outstanding Interests, including all shares of preferred and common stock in the Debtor, (other than the shares issued pursuant
to the SPA) shall be deemed cancelled pursuant to the terms of the Prepackaged Plan and Confirmation Order without the need for
any further action on the part of the Debtor, the Reorganized Debtor, the stockholders or their respective agents. Immediately
thereafter, shares of New Common Stock issued by the Reorganized Debtor shall be deemed issued to each of the holders of cancelled
shares as of 4:00 p.m., Eastern Time, on the Effective Date, such that each cancelled share shall be replaced as set forth in Article
IV.E and F, as applicable, in the same names as are outstanding immediately prior to 4:00 p.m., Eastern Time, on the Distribution
Record Date. For the avoidance of doubt, the total number of newly issued and outstanding shares of New Common Stock in the Reorganized
Debtor shall be equal to the number of shares of common stock in the Debtor that are cancelled pursuant to Article IV.F and this
provision of the Prepackaged Plan plus the number of shares of New Common Stock issued to Holders of Allowed Preferred Interests
pursuant to Article IV.E hereof plus the number of shares of New Common Stock issued pursuant to the SPA. All of the New
Common Stock shall be duly authorized, validly issued, fully paid, and nonassessable, and shall be subject to the terms and conditions
of the Reorganized Debtor’s New Organizational Documents, including, without limitation, the charter and the transfer restrictions
contained therein. All New Common Stock shall be deemed issued as of 4:00 p.m., Eastern Time, on the Effective Date regardless
of the date on which the shares of New Common Stock are actually distributed. In connection with the shares of New Common Stock
to be issued to DTC pursuant to the Prepackaged Plan in exchange for shares of preferred or common stock in the Debtor held by
DTC immediately prior to 4:00 p.m., Eastern Time, on the Effective Date, the Reorganized Debtor need not provide any further evidence
to DTC other than the Prepackaged Plan or the Confirmation Order.

N. Bankruptcy Code Section 1145 Exemption .
To the extent provided in section 1145 of the Bankruptcy Code and under applicable nonbankruptcy law, the issuance under the Prepackaged
Plan of the New Common Stock to the Holders of Class 5 Interests shall be exempt from registration under the Securities Act; all
rules and regulations promulgated thereunder; any state or local law requiring registration prior to the offering, issuance, distribution,
or sale of securities; and shall be freely tradeable by the holders of the New Common Stock, except to the extent prohibited by
the charter.

ARTICLE VI.

TREATMENT OF EXECUTORY
CONTRACTS AND UNEXPIRED LEASES

A. Assumption
and Rejection of Executory Contracts and Unexpired Leases .

1. Assumed Executory Contracts
and Unexpired Leases : Except as otherwise specifically provided herein, or in any contract, instrument, release, indenture
or other agreement or document entered into in connection with the Prepackaged Plan, as of the Effective Date, the Reorganized
Debtor shall be deemed to have assumed each Executory Contract and Unexpired Lease to which the Reorganized Debtor is a party,
unless such contract or lease (i) was previously assumed or rejected by the Debtor, (ii) was previously expired or terminated pursuant
to its own terms, (iii) is the subject of a motion to reject filed by the Debtor on or before the Confirmation Date, (iv) is the
subject of a motion to assume and assign on or before the Confirmation Date, or (v) is a Rejected Executory Contract as set forth
on Exhibit E hereto or otherwise included in the Plan Supplement.

Unless otherwise specified, each
Executory Contract and Unexpired Lease shall include any and all modifications, amendments, supplements, restatements or other
agreements made directly or indirectly by any agreement, instrument or other document that in any manner affects such executory
contract or unexpired lease, without regard to whether such agreement, instrument or other document is listed on Exhibit E or F hereto or otherwise included in the Plan Supplement.

At any time prior to the Effective
Date, the Debtor, with the consent of 210, may determine to include or exclude any Executory Contract or Unexpired Lease from the
list of Rejected Executory Contracts set forth on Exhibit E hereto or otherwise included in the Plan Supplement. The Debtor
or Reorganized Debtor, as applicable, shall notify the non-Debtor party or parties to such Executory Contracts or Unexpired Leases
by written notice as soon as practicable after such determination.

2. Rejection
of Certain Executory Contracts and Unexpired Leases : All Rejected Executory Contracts shall be rejected as of the Confirmation
Date (which rejection shall be effective on the Effective Date), and such Rejected Executory Contracts shall no longer represent
the binding obligations of the Reorganized Debtor after the Effective Date. Entry of the Confirmation Order shall constitute approval
of such rejections under sections 365 and 1123 of the Bankruptcy Code. For the avoidance of doubt, the Debtor shall reject all
Warrant/Option Contracts effective as of the Effective Date.

3. Limitation
of Rejection Damages Arising from Rejected Warrant/Options Contracts . The Debtor shall file a motion requesting entry of the
Subordinated Claims Cap Order and seek a hearing on such motion no later than the Confirmation Hearing. The Debtor shall serve
notice of such motion, the objection deadline, and the hearing related thereto, on all counterparties to Warrant/Option Contracts.

B. Proposed Cure Claim Amounts : The
Proposed Cure Claim Disclosure contains the Proposed Cure Amount for each Assumed Executory Contract.

1. Objections to Assumption
or Proposed Cure Claim Amounts : Any objection to assumption of an Assumed Executory Contract or a Proposed Cure Claim Amount
shall be filed with the Bankruptcy Court, and a copy served on the Debtor, on or before the Proposed Cure Claim Objection Deadline.

2. Failure to Object to a Proposed
Cure Claim Amount . If the non-Debtor party to an Assumed Executory Contract does not file an objection to the assumption or
Proposed Cure Claim Amount related to such Assumed Executory Contract, the Assumed Executory Contract shall be deemed to be assumed
effective on the Effective Date, and the Proposed Cure Claim Amount shall be deemed the Allowed Amount of the Cure Claim related
to such Assumed Executory Contract.

3. Resolution of Objection
to Proposed Cure Claim Amount . If an objection is filed to a Proposed Cure Claim Amount by the Proposed Cure Claim Objection
Deadline, the Allowed Amount of the Cure Claim related to such Assumed Executory Contract shall be determined by agreement of the
parties to such Assumed Executory Contract or by subsequent order of the Bankruptcy Court.

4. Deemed Assumption Subject
to Revocation . At the option of the Reorganized Debtor, an Assumed Executory Contract for which the associated Proposed Cure
Claim Amount is subject to an objection will be deemed assumed by the Reorganized Debtor effective on the Effective Date; provided , however , the Reorganized Debtor may revoke an assumption of any such Executory Contract or Unexpired Lease within twenty
(20) days after the later of (i) the Effective Date, or (ii) entry of an order by the Bankruptcy Court adjudicating the objection
to the Proposed Cure Claim Amount related to such Executory Contract or Unexpired Lease, by filing a notice of such revocation
with the Bankruptcy Court and serving a copy on the party(ies) whose Executory Contract or Unexpired Lease is rejected. Any Executory
Contract or Unexpired Lease identified in such revocation notice shall be deemed rejected retroactively as of the Effective Date.
Any party whose Executory Contract or Unexpired Lease is rejected pursuant to a revocation notice may file a Claim arising out
of such rejection within thirty (30) days after such revocation notice is filed with the Bankruptcy Court, and any such Claim not
filed by that deadline shall be discharged and forever barred. The Reorganized Debtor shall have the right to object to any such
rejection Claim.

5. Payment of Cure Claims :
Within ten (10) Business Days after the Effective Date, the Reorganized Debtor shall pay all Allowed Cure Claims that are not subject
to an objection. The Reorganized Debtor shall pay all Cure Claims that are subject to an objection within twenty (20) days of the
later of the (a) Effective Date, and (b) the Allowance Date.

C. Rejection
Damages Bar Date . Except as otherwise provided for in an order of
the Bankruptcy Court, a ny Claim arising out of the rejection of an Executory Contract or Unexpired Lease pursuant to the
Confirmation Order or prior order of the Bankruptcy Court must be filed with the Bankruptcy Court on or before the Rejection Claim
Bar Date, and shall be served on counsel for the Reorganized Debtor. Any such Claims not filed by the Rejection Claim Bar Date
shall be discharged and forever barred. Each Allowed Claim arising from the rejection of an Executory Contract or Unexpired Lease
shall be treated as an Allowed General Unsecured Claim. The Bankruptcy Court shall determine the amount, if any, of a Claim of
any Person seeking damages arising from the rejection of any Executory Contract or Unexpired Lease.

D. Reservation
of Rights . Neither the exclusion nor inclusion of any contract or
lease by the Debtor on any Exhibit to the Prepackaged Plan, nor anything contained in the Prepackaged Plan, shall constitute an
admission by the Debtor or the Reorganized Debtor that any such contract or lease is or is not in fact an Executory Contract or
Unexpired Lease or that the Debtor or the Reorganized Debtor has any liability under such Executory Contract or Unexpired Lease.
Nothing in the Prepackaged Plan shall waive, excuse, limit, diminish, or otherwise alter any of the defenses, claims, Causes of
Action, or other rights of the Debtor or the Reorganized Debtor under any Executory Contract or non-Executory Contract or any Unexpired
Lease or expired lease. Nothing in the Prepackaged Plan shall increase, augment, or add to any of the duties, obligations, responsibilities,
or liabilities of the Debtor or the Reorganized Debtor under any Executory Contract or non-Executory Contract or any Unexpired
Lease or expired lease.

E. Dispute
Regarding Executory Nature of Contracts . If there is a dispute regarding
whether a contract or lease is or was an Executory Contract or Unexpired Lease at the time of assumption or rejection, then the
Reorganized Debtor shall have thirty (30) days following entry of a Final Order resolving such dispute to amend its decision to
assume or reject such contract or lease.

F. Postpetition
Contracts and Leases . Subsequent to the Petition Date, the Debtor shall not enter any contracts, agreements or leases without
the consent of 210. Any such contract, agreement or lease entered into pursuant to the terms of this Article VI.F of the Prepackaged
Plan shall be deemed assigned by the Debtor to the Reorganized Debtor, as applicable, on the Effective Date, and may be performed
by the Reorganized Debtor in the ordinary course of business.

ARTICLE VII.

OBJECTIONS TO AND PROCEDURES
FOR RESOLVING DISPUTES REGARDING CLAIMS AND INTERESTS

A. Objections to Claims . Unless otherwise
provided herein, objections to Claims shall be filed with the Bankruptcy Court and served upon the Holders of each of the Claims
to which objections are made as soon as practicable, but in no event later than 180 days after the Proof of Claim Bar Date; provided , however , that such deadline may be extended automatically for an additional 90 days by the Reorganized Debtor upon filing
a notice with the Bankruptcy Court. Further extensions to the deadline to object to Claims may be granted by the Bankruptcy Court
upon motion of the Reorganized Debtor without notice or a hearing.

B. Claims Filed After Objection Deadline .
Unless the Bankruptcy Court otherwise directs or unless otherwise provided herein, any Claim filed after the Proof of Claim Bar
Date shall be disallowed in full and removed from the Claims Register without further order of the Bankruptcy Court.

C. Allowance of Claims and Interests .
After the Effective Date, except as released in the Prepackaged Plan or by Bankruptcy Court order, the Reorganized Debtor shall
have and retain any and all rights and defenses the Debtor had with respect to any Claims immediately prior to the Effective Date,
including Causes of Action.

D. Claims
Administration Responsibilities . Except as otherwise specifically
provided in the Prepackaged Plan, after the Effective Date, the Reorganized Debtor shall have the authority to (1) file, withdraw,
or litigate to judgment any objections to Claims; (2) settle or compromise any Disputed Claim without any further notice to or
action, order, or approval by the Bankruptcy Court; and (3) administer and adjust the Claims Register to reflect any such settlements
or compromises without any further notice to or action, order, or approval by the Bankruptcy Court.

E. Estimation
of Claims and Interests . The Reorganized Debtor may (but is not required
to) at any time request that the Bankruptcy Court estimate any Disputed Claim that is contingent or unliquidated pursuant to section
502(c) of the Bankruptcy Code, regardless of whether any party previously has objected to such Claim or whether the Bankruptcy
Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction to estimate any such Claim, including
during the litigation of any objection to any Claim or during the appeal relating to such objection. Notwithstanding any provision
otherwise in the Prepackaged Plan, a Claim that has been removed from the Claims Register, but that either is subject to appeal
or has not been the subject of a Final Order, shall be deemed to be estimated at zero dollars, unless otherwise ordered by the
Bankruptcy Court. If a Claim is estimated pursuant to this Article VII.E or otherwise under section 502(c) of the Bankruptcy Code,
such estimated amount shall constitute a maximum limitation on such Claim for all purposes under the Prepackaged Plan (including
for purposes of Distributions), and the Reorganized Debtor may elect to pursue any supplemental proceedings to object to any ultimate
Distribution on such Claim. Notwithstanding section 502(j) of the Bankruptcy Code, in no event shall any Holder of a Claim that
has been estimated pursuant to section 502(c) of the Bankruptcy Code or otherwise be entitled to seek reconsideration of such estimation
unless such Holder has filed a motion requesting the right to seek such reconsideration on or before twenty (20) days after the
date on which such Claim is estimated.

F. Adjustment
to Claims Without Objection . Any Claim that has been paid or satisfied,
or any Claim that has been amended or superseded, may be adjusted or removed from the Claims Register at the request of the Reorganized
Debtor without any further notice to or action, order, or approval of the Bankruptcy Court.

G. Disallowance
of Claims or Interests . Any Claim held by a Person from which property
is recoverable under an Avoidance Action, such Claim shall be deemed disallowed pursuant to section 502(d) of the Bankruptcy Code,
and the Holder of such Claim shall not receive any Distribution on account of such Claim until such time as the Cause of Action
against such Persons has been settled or a Final Order with respect thereto has been entered and all sums due, if any, to the Estate
by such Person have been turned over or paid to the Reorganized Debtor.

H. Offer
of Judgment . The Reorganized Debtor is authorized to serve upon a
Holder of a Claim an offer to allow judgment to be taken on account of such Holder’s Claim, and, pursuant to Bankruptcy Rules
7068 and 9014, Federal Rule of Civil Procedure 68 shall apply to such offer of judgment. To the extent the Holder of a Claim must
pay the costs incurred by the Reorganized Debtor after the Reorganized Debtor makes such offer, the Reorganized Debtor is entitled
to set off such amounts against the amount of any Distribution owing to such Holder without any further notice to or action, order,
or approval of the Bankruptcy Court.

ARTICLE VIII.

PROVISIONS GOVERNING
DISTRIBUTIONS OF PROPERTY UNDER THE PREPACKAGED PLAN

A. General :
Except as otherwise specified herein, the Reorganized Debtor shall make all Distributions required under the Prepackaged Plan.

B. Delivery of Distributions : Except
as otherwise provided herein, Cash Distributions under the Prepackaged Plan shall be made to Record Holders will be sent by mail
(1) first, at the address set forth on the Record Holder’s last filed Proof of Claim or the address set forth in any later
written notice of address change filed by such Holder; (b) second, at the addresses reflected in the Schedules if neither
a Proof of Claim nor a written notice of address change has been filed; and (c) third, if the Record Holder’s address is
not listed in the Schedules, and such Record Holder has not filed a Proof of Claim or written notice of address change, at the
last known address of such Record Holder according to the Debtor’s books and records. Except for the preceding sentence,
the Reorganized Debtor shall not be required to make any additional inquiry into the address to which it must deliver a Distribution
under the Plan.

Undeliverable Distributions
shall be set aside and held in a segregated account in the name of the Reorganized Debtor. If the Reorganized Debtor is able to
determine or is notified of such Holder’s then-current address, then such Distribution (less any withholding pursuant to
the Prepackaged Plan) shall be paid or distributed to such Holder within ten (10) Business Days of the date the Reorganized Debtor
determines the Holder’s then-current address. If the Reorganized Debtor cannot determine, or is not notified of, a Holder’s
then-current address by the later of six (6) months after the Effective Date or six (6) months after the date of the first Distribution
to such Holder, the Distribution reserved for such Holder shall be deemed an unclaimed Distribution to which subsection E of this
Article VIII shall apply.

C. Allocation of Distributions : In
the case of Distributions pursuant to the Prepackaged Plan, the amount of any Cash and the fair market value of any other consideration
distributed to a Record Holder shall be allocable first to the principal amount of such Claim (as determined for federal income
tax purposes) and then, to the extent of any excess, the remainder of the Claim.

D. Rounding of Fractional Distributions :
Notwithstanding any other provision of the Prepackaged Plan, the Reorganized Debtor shall not be required to make any Distributions
or payment of fractional dollars. Whenever any payment of Cash of a fraction of a dollar would otherwise be required under the
Prepackaged Plan, the actual payment may reflect a rounding of such fraction (up or down) to the nearest whole dollar, with half
dollars or less being rounded down.

E. Unclaimed Distributions : If the
current address of a Record Holder entitled to a Distribution has not been determined by the later of six (6) months after the
Distribution Date or six (6) months after the date of the first Distribution to such Holder, then such Holder shall be deemed to
have waived and released such Allowed Claim.

F. Uncashed Checks : Checks issued
in respect of Allowed Claims will be null and void if not negotiated within ninety (90) days after the date of issuance thereof,
and such Holder of an Allowed Claim shall forfeit its right to such Distribution. In no event shall any funds escheat to the State
of Texas.

G. Compliance with Tax Requirements :
In connection with the Prepackaged Plan, to the extent applicable, the Reorganized Debtor shall comply with all withholding and
reporting requirements imposed on it by any Governmental Unit, and all Distributions pursuant to the Prepackaged Plan shall be
subject to such withholding and reporting requirements.

H. De Minimus Distributions : Ratable
Distributions to Record Holders shall not be made if such Distribution will result in a Distribution amount of less than $50.00,
unless a request therefore is made in writing to the Reorganized Debtor.

I. Setoffs and Recoupment : Except
as otherwise specifically provided for herein, the Debtor or Reorganized Debtor may, but shall not be required to, set off against
or recoup from any Claim any claims of any nature whatsoever that the Debtor may have against the Holder of such Claim, but neither
the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtor or the Reorganized
Debtor of any claim against such Holder.

J. No Postpetition Interest on Claims :
Except as otherwise specifically provided for herein, in the Confirmation Order or in any other order of the Bankruptcy Court,
or required by applicable bankruptcy law, postpetition interest shall not accrue or be paid on any Claims or Interests, and no
Holder of a Claim or Interest shall be entitled to interest accruing on or after the Petition Date on any Claim or Interest.

ARTICLE IX.

SETTLEMENT, RELEASE, INJUNCTION
AND RELATED PROVISIONS

A. Comprehensive Settlement of Claims
and Controversies . As set forth herein, the Prepackaged Plan embodies an overall negotiated settlement of numerous Claims and
issues pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019 and in consideration for the Distributions and
other benefits provided under the Prepackaged Plan. Except with respect to the Causes of Action retained pursuant to Article X
of the Prepackaged Plan, the provisions of the Prepackaged Plan shall constitute a good faith compromise and settlement of all
Claims or controversies relating to the rights that a Holder of a Claim or Interest may have with respect to any Allowed Claim
or Allowed Interest against the Debtor or any Distribution to be made pursuant to the Prepackaged Plan on account of any Allowed
Claim or Allowed Interest against the Debtor. The entry of the Confirmation Order shall constitute the Bankruptcy Court’s
approval, as of the Effective Date, of the compromise or settlement of all such claims or controversies and the Bankruptcy Court’s
finding that all such compromises or settlements are in the best interests of (i) the Debtor, the Reorganized Debtor and the Estate,
and (ii) the Claim and Interest Holders, and are fair, equitable, and reasonable.

B. Indemnities . Notwithstanding anything
to the contrary herein, any and all obligations of the Debtor to indemnify and hold harmless its current and former directors,
officers, agents and employees, whether arising under the Debtor’s constituent documents, contract, law or equity, shall
be assumed by, and enforceable against, the Reorganized Debtor upon the occurrence of the Effective Date with the same effect as
though such obligations constituted Executory Contracts that are assumed under section 365 of the Bankruptcy Code, and all such
obligations shall be fully enforceable on their terms from and after the Effective Date.

C. Section 1125(e) Release . The Co-Proponents
and their respective representatives shall comply with section 1125(e) of the Bankruptcy Code and shall be afforded the protections
thereof.

D. 210 Release . As of the Effective
Date, for good and valuable consideration, the Debtor and Reorganized Debtor shall be deemed to release and forever waive and discharge
claims, interests, obligations, rights, suits, damages, losses, costs and expenses, actions, Causes of Action, remedies, and liabilities
of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, liquidated or unliquidated, suspected or
unsuspected, matured or unmatured, fixed or contingent, existing or hereafter arising, in law, equity or otherwise that are based
in whole or part on any act, omission, transaction, event or other occurrence taking place on or prior to the Effective Date in
any way relating to the Debtor, the Chapter 11 Case, the Prepackaged Plan or the Disclosure Statement, or any prepetition claim
that could have been asserted by or on behalf of the Debtor or its Estate or the Reorganized Debtor against 210, and any of its
respective current and former affiliates, officers, directors, professionals, advisors, accountants, attorneys, investment bankers,
consultants, employees, agents and other representatives (but solely in their capacity as such), including, but not limited to,
all Avoidance Actions; provided , however , that 210 shall not be released under this subsection for any claim or Cause
of Action arising as a result of 210’s (i) bad faith; (ii) actual fraud; (iii) willful misconduct; or (iv) gross negligence,
each as determined by a Final Order of a court of competent jurisdiction.

E. Debtor Officer and Director Release . As of the Effective Date, for good and valuable consideration, the Debtor and Reorganized Debtor shall be deemed to release and
forever waive and discharge claims, interests, obligations, rights, suits, damages, losses, costs and expenses, actions, Causes
of Action, remedies, and liabilities of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, liquidated
or unliquidated, suspected or unsuspected, matured or unmatured, fixed or contingent, existing or hereafter arising, in law, equity
or otherwise that are based in whole or part on any act, omission, transaction, event or other occurrence taking place on or prior
to the Effective Date in any way relating to the Debtor, the Chapter 11 Case, the Prepackaged Plan or the Disclosure Statement,
or any prepetition claim that could have been asserted by or on behalf of the Debtor or its Estate or the Reorganized Debtor against
Richard K. Coleman, Jr., Jennifer Crane, Mark Hood, Robert G. Pearse, Hannah Bible, Don Pearce, and Jeff Eberwein (each of the
foregoing, a “ Released Party ”), including, but not limited to, all Avoidance Actions; provided , however ,
that the Released Parties shall not be released under this subsection for any claim or Cause of Action arising as a result of such
Released Party’s (i) bad faith; (ii) actual fraud; (iii) willful misconduct; or (iv) gross negligence, each as determined
by a Final Order of a court of competent jurisdiction.

F. Discharge and Discharge Injunction .
Except as otherwise provided in the Prepackaged Plan, the rights granted in the Prepackaged Plan and the treatment of all Claims
and Interests shall be in exchange for, and in complete satisfaction, discharge, and release of, all Claims and Interests of any
nature whatsoever against the Debtor, the Reorganized Debtor, and any of the Estate property, whether such Claims or Interests
arose before or during the Chapter 11 Case or in connection with implementation of the Prepackaged Plan. Except as otherwise provided
in the Prepackaged Plan, on the Effective Date, each of the Debtor and the Reorganized Debtor shall be discharged and released
from any and all Claims and Interests, including demands and liabilities that arose before the Effective Date, and all debts of
the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, regardless of whether (i) a Proof of Claim evidencing
such debt was filed or deemed filed under section 501 of the Bankruptcy Code; (ii) a Claim based on such debt is allowed under
section 502 of the Bankruptcy Code; or (iii) the Holder of a Claim or Interest based on such debt has accepted the Prepackaged
Plan. Except as otherwise provided in the Prepackaged Plan, the Confirmation Order shall be a judicial determination of discharge
of all liabilities of the Debtor. Pursuant to section 524 of the Bankruptcy Code and any other applicable section of the Bankruptcy
Code, the discharge granted under this section shall void any judgment against the Debtor at any time obtained (to the extent it
relates to a discharged Claim or Interest), and operates as an injunction against the prosecution of any action against the Reorganized
Debtor or the Estate property (to the extent it relates to a discharged Claim or Interest).

G. Enjoining Holders of Claims Against
and Interests in Debtor . Except as otherwise expressly provided in the Prepackaged Plan, after the Effective Date, all Persons
who have been, are, or may be Holders of Claims against or Interests in the Debtor arising on or before the Effective Date shall
be enjoined from taking any of the following actions against or affecting the Debtor, the Reorganized Debtor, its Estate, and Estate
property in regard of such Claims or Interests (other than actions brought to enforce any rights or obligations under the Prepackaged
Plan) to the fullest extent provided under section 524 of the Bankruptcy Code or any other applicable section of the Bankruptcy
Code:

1. commencing, conducting, or
continuing in any manner, directly or indirectly, any suit, action, or other proceeding of any kind against the Reorganized Debtor,
the Debtor, its Estate, or Estate property (including, all suits, actions, and proceedings that are pending on the Effective Date,
which shall be deemed withdrawn and dismissed with prejudice);

2. enforcing, levying, attaching,
collecting, or otherwise recovering by any manner or means, directly or indirectly, any judgment, award, decree, or order against
the Reorganized Debtor, the Debtor, its Estate, or Estate property;

3. creating, perfecting, or otherwise
enforcing in any manner, directly or indirectly, any Lien against the Reorganized Debtor, the Debtor, its Estate, or Estate property;

4. asserting any right of subrogation,
setoff, or recoupment of any kind, directly or indirectly, against any obligation due the Reorganized Debtor, the Debtor its Estate,
or Estate property; and

5. proceeding in any manner and
in any place whatsoever that does not conform to or comply with the provisions of the Prepackaged Plan.

H. Integral to the Prepackaged Plan .
Each of the discharges and injunctions provided in this Article X is an integral part of the Prepackaged Plan and is essential
to its implementation. Each of the Protected Parties, the Released Parties, and any other parties protected by the releases and
exculpations set forth in this Article X shall have the right to independently seek the enforcement of the releases and exculpations
set forth in this Article X.

ARTICLE X.

RETENTION OF CAUSES OF
ACTION

A. Reorganized Debtor’s Preservation,
Retention and Maintenance of Causes of Action : Except as otherwise provided in the Prepackaged Plan, or in any contract, instrument,
release, or other agreement entered into in connection with the Prepackaged Plan, in accordance with section 1123(b)(3) of the
Bankruptcy Code, the Reorganized Debtor shall retain and shall have the exclusive right, authority, and discretion to (without
further order of the Bankruptcy Court) determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release,
or withdraw, or litigate to judgment any and all Causes of Action that the Debtor or the Estate may hold against any Person, whether
arising before or after the Petition Date. The Debtor reserves and shall retain the foregoing Causes of Action notwithstanding
the rejection of any Executory Contract or Unexpired Lease during the Chapter 11 Case.

B. Preservation of All Causes of Action
Not Expressly Settled or Released : No Person may rely on the absence of a specific reference in the Prepackaged Plan, the
Plan Supplement, or the Disclosure Statement to any Cause of Action against it as any indication that the Debtor or the Reorganized
Debtor, as applicable, will not pursue any and all available Causes of Action against it. The Debtor or the Reorganized Debtor,
as applicable, expressly reserve all rights to prosecute any and all Causes of Action against any Person, except as otherwise expressly
provided in the Prepackaged Plan. Unless a Cause of Action is expressly waived, relinquished, released, compromised or settled
in the Prepackaged Plan or any Final Order, the Debtor expressly reserves such Cause of Action (including any counterclaims) for
later adjudication by the Reorganized Debtor. Therefore, no preclusion doctrine, including the doctrines of res judicata, collateral
estoppel, issue preclusion, claim preclusion, waiver, estoppel (judicial, equitable or otherwise) or laches shall apply to such
Causes of Action (including counterclaims) on or after the Confirmation of the Prepackaged Plan.

ARTICLE XI.

MODIFICATION, REVOCATION,
OR WITHDRAWAL OF THE PREPACKAGED PLAN

A. Amendment or Modification of the Prepackaged
Plan . Subject to section 1127 of the Bankruptcy Code, to the extent applicable, sections 1122, 1123 and 1125 of the Bankruptcy
Code, the Debtor may alter, amend or modify the Prepackaged Plan or the Exhibits at any time prior to or after the Confirmation
Date but prior to the substantial consummation of this Plan, with the consent of 210.

B. Revocation or Withdrawal of the Prepackaged
Plan . The Debtor, with the written consent of 210 or as otherwise permitted by the 210 RSA, reserves the right to revoke or
withdraw this Prepackaged Plan at any time prior to the Confirmation Date and to file subsequent plans. If the Debtor, with the
written consent of 210 or as otherwise permitted by the 210 RSA, revokes or withdraws this Prepackaged Plan prior to the Confirmation
Date, or if the Confirmation Date or the Effective Date does not occur, then (i) this Prepackaged Plan shall be deemed null and
void in all respects; (ii) any settlement or compromise embodied in the Prepackaged Plan (including the fixing or limiting to an
amount certain of any Claim or Interest or Class of Claims or Interests), assumption or rejection of Executory Contracts or Unexpired
Leases effected by the Prepackaged Plan, and any document or agreement executed pursuant to the Prepackaged Plan, shall be deemed
null and void in all respects; and (iii) nothing contained in the Prepackaged Plan shall be deemed to constitute an admission,
waiver or release of any claims by or against the Debtor or any other Person, or to prejudice in any manner the rights of the Debtor,
the Estate or any Person in any further proceedings involving the Debtor.

ARTICLE XII.

RETENTION OF JURISDICTION

A. Exclusive Bankruptcy Court Jurisdiction .
Notwithstanding the entry of the Confirmation Order or the occurrence of the Effective Date, the Bankruptcy Court, even after the
Chapter 11 Case has been closed, shall have jurisdiction over all matters arising under, arising in, or relating to the Chapter
11 Case, including, among other things, proceedings to:

1. ensure that the Prepackaged
Plan is fully consummated and implemented;

2. enter such orders that may
be necessary or appropriate to implement, consummate, or enforce the provisions of the Prepackaged Plan and all contracts, instruments,
releases, indentures, and other agreements or documents created in connection with the Prepackaged Plan or the Disclosure Statement;

3. consider any modification of
the Prepackaged Plan under section 1127 of the Bankruptcy Code;

4. hear and determine all Claims,
controversies, suits, and disputes against the Debtor to the full extent permitted under 28 U.S.C. §§ 157 and 1334;

5. allow, disallow, determine,
liquidate, classify, estimate, or establish the priority or secured or unsecured status of any Claim, including the resolution
of any and all objections to the allowance or priority of Claims;

6. hear, determine, and adjudicate
any litigation involving the Causes of Action or other claims or causes of action constituting Estate property;

7. decide or resolve any motions,
adversary proceedings, contested or litigated matters, and any other matters, and grant or deny any motions or applications involving
the Debtor that are pending on or commenced after the Effective Date;

8. resolve any cases, controversies,
suits, or disputes that may arise in connection with the consummation, interpretation, or enforcement of the Prepackaged Plan,
or any Person’s obligations incurred in connection with the Prepackaged Plan, or any other agreements governing, instruments
evidencing, or documents relating to any of the foregoing, including the interpretation or enforcement of any rights, remedies,
or obligations under any of the foregoing;

9. hear and determine all controversies,
suits, and disputes that may arise out of or in connection with the enforcement of any subordination and similar agreements among
Creditors under section 510 of the Bankruptcy Code;

10. hear and determine all requests
for compensation and/or reimbursement of expenses that may be made for fees and expenses incurred before the Effective Date;

11. enforce any Final Order, the
Confirmation Order, the Final Decree, and all injunctions contained in those orders;

12. enter an order concluding
and terminating the Chapter 11 Case;

13. correct any defect, cure any
omission, or reconcile any inconsistency in the Prepackaged Plan, or the Confirmation Order, or any other document or instruments
created or entered into in connection with the Prepackaged Plan;

14. determine all questions and
disputes regarding title to the Estate property;

15. classify the Claims of any
Creditor and the treatment of those Claims under the Prepackaged Plan, re-examine Claims that may have been allowed for purposes
of voting, and determine objections that may be filed to any Claims;

16. take any action described
in the Prepackaged Plan involving the Debtor;

17. enter and implement such orders
that are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed, revoked, or vacated;

18. hear, determine and adjudicate
any motions, contested or litigated motions brought pursuant to section 1112 of the Bankruptcy Code;

19. hear, determine, and adjudicate
all matters the Bankruptcy Court has authority to determine under section 505 of the Bankruptcy Code, including determining the
amount of any unpaid liability of the Debtor or the Estate for any tax incurred or accrued during the calendar year in which the
Prepackaged Plan is confirmed;

20. enter a Final Decree as contemplated
by Bankruptcy Rule 3022; and

21. hear, determine, and adjudicate
any and all claims brought under the Prepackaged Plan.

B. Limitation on Jurisdiction : In
no event shall the provisions of this Prepackaged Plan be deemed to confer in the Bankruptcy Court jurisdiction greater than that
established by the provisions of 28 U.S.C. §§ 157 and 1334.

ARTICLE XIII.

EVENTS OF DEFAULT

A. Events of Default : An event
of default shall have occurred if the Reorganized Debtor or any other Person takes any action, fails to take any action, or fails
to refrain from taking an action prevented, required, or otherwise set forth in the Prepackaged Plan.

B. Remedies for Default :

1. Procedure : Subject to
section 1112 of the Bankruptcy Code, should an event of default occur by the Reorganized Debtor or any other Person, at least one
(1) party-in-interest must provide written notice of the default to the defaulting party and serve copies of the notice to all
parties identified in the Post-Confirmation Service List. If the default is not cured within ten (10) days after service of the
notice of default, the notifying party may present an ex parte order to the Bankruptcy Court setting a date and time when
the defaulting party must appear before the Bankruptcy Court and show cause why it should not be held in contempt of the Confirmation
Order.

2. Remedy for Default :
If the defaulting party is found to be in default of the Prepackaged Plan, the Bankruptcy Court shall:

a. assess the costs of proceeding
on the order to show cause against the defaulting party; and

b. designate a person to appear,
sign, and/or accept on behalf of the defaulting party the documents required under the Prepackaged Plan in accordance with Rule
70 of the Federal Rules of Civil Procedure, or enter such other order compelling compliance with the Prepackaged Plan that may
be necessary and that does not materially alter the terms of the Prepackaged Plan as confirmed.

3. Award to Prevailing
Party : The prevailing party in any show cause proceeding shall be entitled to recover reasonable attorneys’ fees and
costs to the extent not already awarded under this section.

ARTICLE XIV.

MISCELLANEOUS PROVISIONS

A. Conditions to Occurrence of the Effective
Date : The Prepackaged Plan shall not be effective, and the Effective Date shall not occur, unless and until the following conditions
shall have been satisfied or waived in accordance with Article XIV.B of this Prepackaged Plan:

1. The Bankruptcy Court shall
have entered the Confirmation Order in form and substance satisfactory to the Debtor and 210, and such Confirmation Order shall
have become a Final Order.

2. The Bankruptcy Court shall
have entered the Subordinated Claims Cap Order in form and substance satisfactory to the Debtor and 210, and such order shall have
become a Final Order.

3. Neither the 210 RSA nor the
Wolverine RSA shall have been terminated pursuant to the terms thereof.

4. The aggregate amount of Cure
Claims that are not subject to an objection shall not exceed $30,000 as of the Effective Date.

5. As of the Effective Date, the
aggregate amount of (a) Claims listed on the Debtor’s Schedules that are not designated as disputed, contingent, or unliquidated
and (b) Proofs of Claim filed that (i) are not duplicative of a Claim listed on the Schedules or (ii) have not been disallowed
pursuant to a Final Order, shall not exceed $50,000.

6. The Loan Documents shall have
been executed and delivered by the respective parties thereto, and all conditions precedent to the effectiveness of such documents
shall have been satisfied or shall have been waived by 210 in its sole discretion.

7. The SPA and SPA Ancillary Documents
shall have been executed and delivered by the respective parties thereto, and all conditions precedent to the effectiveness of
such documents shall have been satisfied or shall have been waived by 210 in its sole discretion.

8. All other corporate documents
necessary or appropriate to the implementation of the Prepackaged Plan, the 210 RSA, the Wolverine RSA, and/or the SPA shall have
been executed, delivered, and where applicable, filed with the appropriate governmental authorities.

B. Waiver of Conditions . Each of
the conditions set forth in Article XIV.B of this Prepackaged Plan may be waived in whole or in part by the Debtor with the written
consent of 210 after five (5) days’ notice to the Bankruptcy Court and parties in interest who have entered an appearance
in the Chapter 11 Case but without the need for a hearing.

C. Due Authorization by Claim and Interest
Holders : Each and every Claim and Interest Holder that elects to participate in the Distributions provided for herein warrants
that such Holder is authorized to accept, in consideration of its Claim against or Interest in the Debtor, any Distribution provided
for in this Prepackaged Plan and that there are no outstanding commitments, agreements, or understandings, express or implied,
that may or can in any way defeat or modify the rights conveyed or obligations undertaken by such Holder under this Prepackaged
Plan.

D. Filing of Additional Documentation :
On or before the Effective Date, the Debtor, may file with the Bankruptcy Court such agreements and other documents as may be reasonably
necessary or appropriate to effectuate and further evidence the terms and conditions of the Prepackaged Plan, each of which shall
be in a form and substance satisfactory to 210.

E. Further Authorizations : The Reorganized
Debtor may seek such orders, judgments, injunctions, and rulings as any one or more of them deem necessary to further carry out
the intentions and purposes of, and give full effect to the provisions of, the Prepackaged Plan.

F. Post Confirmation Service List :
Any Person that desires to receive notices or other documents required to be served under the Prepackaged Plan after the Confirmation
Date shall request, in accordance with Article XIV.I of the Prepackaged Plan, that the Debtor or Reorganized Debtor add such Person
to the Post-Confirmation Service List to be maintained by the Debtor or Reorganized Debtor. Entities not on the Post-Confirmation
Service List may not receive notices or other documents required to be served under the Prepackaged Plan after the Confirmation
Date. Any Person that provides an e-mail address may be served by e-mail after the Confirmation Date. The Debtor or Reorganized
Debtor shall file the Post-Confirmation Service List with the Bankruptcy Court and amend the Post-Service Confirmation List from
time to time.

G. Successors and Assigns : The rights,
benefits and obligations of any Person named or referred to in the Prepackaged Plan shall be binding on, and shall inure to the
benefit of, any heir, executor, administrator, successor or assign of such Person.

H. Transfer of Claims : Any transfer
of a Claim shall be in accordance with Bankruptcy Rule 3001(e). Notice of any such transfer shall be forwarded to the Reorganized
Debtor by registered or certified mail, as set forth in Article XIV.I of the Prepackaged Plan. Both the transferee and transferor
shall execute any notice, and the signatures of the parties shall be acknowledged before a notary public. The notice shall clearly
describe the interest in the Claim to be transferred. No transfer of a partial interest shall be allowed. All transfers must be
of one 100% of the transferor’s interest in the Claim.

I. Notices : Any notice required to
be given under the Prepackaged Plan shall be in writing and served upon the Debtor, 210, and any party that has filed an appearance
and request for notice in the Chapter 11 Case. Any notice that is allowed or required hereunder except for a notice of change of
address shall be considered complete on the earlier of (a) three days following the date the notice is sent by United States mail,
postage prepaid, or by overnight courier service, or in the case of mailing to a non-United States address, air mail, postage prepaid,
or personally delivered; (b) the date the notice is actually received by the Entities on the Post-Confirmation Service List by
facsimile or computer transmission; or (c) three days following the date the notice is sent to those Entities on the Post-Confirmation
Service List as it is adopted by the Bankruptcy Court at the Confirmation Hearing and as amended from time to time.

All notices and other communications to the
Debtor shall be addressed as follows:

WeWork

c/o Crossroads Systems, Inc.

11801 Domain Blvd., 3rd Floor

Austin, Texas 78758

Telephone: (512) 928-7335

Attention: Richard K. Coleman,
Jr.

with a copy to:

Eric Terry Law, PLLC

3511 Broadway Street

San Antonio, Texas 78209

Attn: Eric Terry (eric@ericterrylaw.com)

and a copy to:

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

Telephone: (212) 451-2289

Attention: Adam W. Finerman,
Esq.

All notices and other communication to 210,
shall be addressed as follows:

210/CRDS Investment LLC

8214 Westchester Drive, Suite
950

Dallas, Texas 75225

Attn: Caryn Peeples

caryn@atlascap.net

with a copy to:

Gibson, Dunn & Crutcher, LLP

2100 McKinney Avenue

Suite 1100

Dallas, Texas 75201

Attention: David L. Sinak, Esq.

DSinak@gibsondunn.com

J. U.S. Trustee Fees : The Debtor
will pay pre-confirmation fees owed to the U.S. Trustee on or before the Effective Date of the Prepackaged Plan. After confirmation,
the Reorganized Debtor shall file with the Bankruptcy Court and serve on the U.S. Trustee quarterly financial reports in a format
prescribed by the U.S. Trustee, and the Reorganized Debtor shall pay post-confirmation quarterly fees to the U.S. Trustee until
a Final Decree is entered or the case is converted or dismissed as provided in 28 U.S.C. 1930(a)(6).

K. Implementation : The Reorganized
Debtor shall be authorized to perform all reasonable, necessary and authorized acts to consummate the terms and conditions of the
Prepackaged Plan.

L. No Admissions : Notwithstanding
anything herein to the contrary, nothing contained in the Prepackaged Plan shall be deemed an admission by the Debtor, or any other
Person with respect to any matter set forth herein, including, without limitation, liability on any Claim or Interest or the propriety
of the classification of any Claim or Interest.

M. Substantial Consummation : Substantial
consummation of the Prepackaged Plan under section 1101(2) of the Bankruptcy Code shall be deemed to occur on the Effective
Date.

N. Good Faith : Confirmation of the
Prepackaged Plan shall constitute a finding that (i) the Prepackaged Plan has been proposed in good faith and in compliance with
the provisions of the Bankruptcy Code and (ii) the solicitation of acceptances or rejections of the Prepackaged Plan by all Entities
and the offer, issuance, sale, or purchase of any security offered or sold under the Prepackaged Plan has been in good faith and
in compliance with applicable provisions of the Bankruptcy Code.

O. Final Decree : Upon substantial
consummation, the Reorganized Debtor may request that the Bankruptcy Court enter a Final Decree closing the Chapter 11 Case and
such other orders that may be necessary and appropriate.

P. Severability of Prepackaged Plan Provisions .
If, prior to the Confirmation Date, any term or provision of the Prepackaged Plan is determined by the Bankruptcy Court to be invalid,
void or unenforceable, the Bankruptcy Court shall have the power to alter and interpret such term or provision to make it valid
or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid,
void or unenforceable, and such term or provision will then be applicable as altered or interpreted. Notwithstanding any such holding,
alteration or interpretation, the remainder of the terms and provisions of the Prepackaged Plan shall remain in full force and
effect and shall in no way be affected, impaired or invalidated by such holding, alteration, or interpretation. The Confirmation
Order shall constitute a judicial determination and will provide that each term and provision of the Prepackaged Plan, as it may
have been altered or interpreted in accordance with the foregoing, is valid and enforceable pursuant to its terms.

Dated: August 13, 2017

CROSSROADS SYSTEMS, INC.
/s/ Richard K. Coleman, Jr
By: | Richard K. Coleman, Jr.
Its: | Executive Director
29

EXHIBIT A

GLOSSARY OF DEFINED TERMS

1. 210 : 210/CRDS Investment LLC ,
a Texas limited liability company.

2. 210 Common Stock : The 1,427,314
shares of New Common Stock, or such other number of shares that shall constitute 49.49% of the New Common Stock (on a fully diluted
basis), to be issued by the Reorganized Debtor and purchased by 210 pursuant to the SPA in exchange for the SPA Purchase Consideration.

3. 210 Directors : Robert H. Alpert
and C. Clark Webb.

4. 210 RSA : The Restructuring Support
Agreement, dated as of August 3, 2017, by and among the Debtor, 210, and certain Holders of Preferred Interests.

5. Administrative Claim : A Claim
for costs and expenses of administration pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code,
including, without limitation (a) the actual and necessary costs and expenses incurred after the Petition Date and through
the Effective Date of preserving the Estate and operating the business of the Debtor (such as wages, salaries, or commissions for
services, and payments for goods and other services and leased premises); (b) Professional Fee Claims; (c) all fees and charges
assessed against the Estate pursuant to chapter 123 of the Judicial Code; and (d) all requests for compensation or expense reimbursement
for making a substantial contribution in the Chapter 11 Cases pursuant to sections 503(b)(3), (4), and (5) of the Bankruptcy Code.

6. Administrative Claim Bar Date :
Thirty (30) days after the Effective Date or such earlier deadline governing a particular Administrative Claim contained in an
order of the Bankruptcy Court entered before the Effective Date.

7. Administrative Claim Objection Deadline :
Twenty (20) days after the Administrative Claim Bar Date or such earlier deadline governing the objection to a particular Administrative
Claim contained in an order of the Bankruptcy Court entered before the Effective Date.

8. Allowance Date : The date a Claim
or Interest is Allowed.

9. Allowed : With respect to Claims
and Interests: (a) any Claim or Interest, proof of which is timely filed by the applicable bar date (or that by the Bankruptcy
Code or Final Order is not or shall not be required to be filed); (b) any Claim or Interest that is listed in the Schedules as
of the Effective Date as not disputed, not contingent, and not unliquidated, and for which no Proof of Claim has been timely filed;
or (c) any Claim Allowed pursuant to the Prepackaged Plan; provided that with respect to any Claim or Interest described
in clauses (a) or (b) above, such Claim or Interest shall be considered Allowed only if and to the extent that (i) no objection
to the allowance thereof has been interposed within the applicable period of time fixed by the Prepackaged Plan, the Bankruptcy
Code, the Bankruptcy Rules, or the Bankruptcy Court, or (ii) such an objection is so interposed and the Claim or Interest shall
have been Allowed by a Final Order. Except as otherwise specified in the Prepackaged Plan or an order of the Bankruptcy Court,
the amount of an Allowed Claim shall not include interest on such Claim from and after the Petition Date. For purposes of determining
the Allowed Amount of a Claim, there shall be deducted therefrom an amount equal to the amount of any Claim that the Debtor may
hold against the Holder thereof, to the extent such Claim may be offset, recouped, or otherwise reduced under applicable law.

10. Allowed Amount : The amount at
which a Claim or Interest is Allowed.

11. Assumed Executory Contract : An
Executory Contract or Unexpired Lease to be assumed under section 365 of the Bankruptcy Code pursuant to the terms of the Prepackaged
Plan.

12. AST : American Stock Transfer
& Trust Company, LLC, the Debtor’s transfer agent and registrar for its common stock.

13. Avoidance Action : Any causes
of action avoidance or equitable subordination or recovery under chapter 5 of the Bankruptcy Code or similar state law.

14. Bankruptcy Code : Title 11 of
the United States Code, 11 U.S.C. §§ 101-1532.

15. Bankruptcy Court : The United
States Bankruptcy Court for the Western District of Texas, San Antonio Division.

16. Bankruptcy Rules : The Federal
Rules of Bankruptcy Procedure, and the general, local, and chambers rules and orders of the Bankruptcy Court.

17. Business Day : Any day, other
than a Saturday, Sunday, or legal holiday.

18. Cash : Cash, cash equivalents,
and other readily marketable securities or instruments, including, without limitation, direct obligations of the United States
and certificates of deposit issued by federally insured banks.

19. Cause of Action : Any and all
claims, debts, demands, rights, defenses, actions, causes of action, suits, contracts, agreements, obligations, accounts, defenses,
offsets, powers, privileges, licenses and franchises of any kind or character whatsoever, known or unknown, suspected or unsuspected,
whether arising before, on, or after the Petition Date, in contract or in tort, at law or in equity, or under any other theory
of law, of the Debtor or the Estate, including (a) rights of setoff, counterclaim, or recoupment, and claims on contracts or for
breaches of duties imposed by law; (b) claims pursuant to section 362 of the Bankruptcy Code; (c) such claims and defenses
as fraud, mistake, duress, and usury; and (d) all Avoidance Actions.

20. Chapter 11 Case : The case pending
for the Debtor under chapter 11 of the Bankruptcy Code in the Bankruptcy Court.

21. Charter Amendment : The amendments
to the Reorganized Debtor’s corporate charter which shall become effective on the Effective Date and filed with the Secretary
of State of the State of Delaware, a form of which will be included in the Plan Supplement.

22. Claim : Any claim against the
Debtor as defined in section 101(5) of the Bankruptcy Code.

23. Claims Register : The official
register of Claims and Interests maintained by the Bankruptcy Court.

24. Class : A class of Holders of
Claims or Interests as set forth in the Prepackaged Plan.

25. Clerk : Clerk of the Bankruptcy
Court.

26. Common Interest : Any issued,
unissued, authorized, or outstanding share of common stock in the Debtor.

27. Confirm or Confirmation :
With respect to the Prepackaged Plan, the entry of the Confirmation Order.

28. Confirmation Date : The date upon
which the Confirmation Order is entered by the Bankruptcy Court on its docket, within the meaning of Bankruptcy Rules 5003 and
9021.

29. Confirmation Hearing : The hearing
at which the Confirmation Order is first considered by the Bankruptcy Court.

30. Confirmation Order : The order
of the Bankruptcy Court confirming the Prepackaged Plan pursuant to section 1129 of the Bankruptcy Code, as such order may be amended,
modified, or supplemented.

31. Continuing Directors : Richard
K. Coleman, Jr. and Robert G. Pearse.

32. Continuing Officers : Richard
K. Coleman, Jr., as Executive Director and Principal Executive Officer, Jennifer Crane as Chief Financial Officer and Mark Hood
as Executive Vice President.

33. Co-Proponents : The Debtor and
210.

34. Creditor : A Holder of a Claim.

35. Cure Claim : The amount owed to
the non-Debtor contracting party based upon the Debtor’s default under an Executory Contract or Unexpired Lease at the time
such Executory Contract or Unexpired Lease is assumed pursuant to section 365 of the Bankruptcy Code.

36. Debtor : Crossroads Systems, Inc.,
a Delaware corporation.

37. Derivative Litigation Claim :
Any claim, cause of action, demand, or any other right to payment derivative of or from the Debtor that is property of the Estate
under section 541 of the Bankruptcy Code.

38. Disclosure Statement : That certain
Disclosure Statement in Support of the Prepackaged Plan of Reorganization for Crossroads Systems, Inc. under Chapter 11 of the
United States Bankruptcy Code, dated as of August 13, 2017, including all exhibits attached thereto or referenced therein.

39. Disputed : With respect to any
Claim or Interest, any Claim or Interest listed on (a) the Claims Register that is not yet Allowed or (b) the Schedules as disputed.

40. Distribution : The property required
by the Prepackaged Plan to be distributed to the Holders of Allowed Claims and Allowed Interests.

41. Distribution Date : The date when
Distributions occur under the Prepackaged Plan.

42. Distribution Record Date : The
record date for purposes of making Distributions under the Plan on account of Allowed Claims and Allowed Interests, which date
shall be the Confirmation Date.

43. DTC : The Depository Trust Company.

44. Effective Date : The date selected
by the Debtor, in consultation with 210, that is a Business Day after the Confirmation Date on which the conditions as specified
in Article XIV.B of the Prepackaged Plan have been satisfied or waived. Unless otherwise specifically provided in the Prepackaged
Plan, anything required to be done by the Debtor or the Reorganized Debtor on the Effective Date may be done on the Effective Date
or as soon as reasonably practicable thereafter.

45. Entity : The meaning assigned
to such term by section 101(15) of the Bankruptcy Code.

46. Equity Security : Any equity security,
as defined in section 101(16) of the Bankruptcy Code, in the Debtor.

47. Estate : The bankruptcy estate
of the Debtor created by virtue of section 541 of the Bankruptcy Code upon the commencement of the Chapter 11 Case.

48. Executory Contract : A contract
to which the Debtor is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.

49. Final Decree : The decree for
the Chapter 11 Case contemplated under Bankruptcy Rule 3022.

50. Final Order : As applicable, an
order or judgment of the Bankruptcy Court or other court of competent jurisdiction with respect to the relevant subject matter,
which has not been reversed, stayed, modified, or amended, and as to which the time to appeal or seek certiorari has expired and
no appeal or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiorari
that has been or may be filed has been resolved by the highest court to which the order or judgment was appealed or from which
certiorari was sought. With respect to Confirmation of the Prepackaged Plan, Final Order shall also mean an order confirming the
Prepackaged Plan that has been entered on the docket in the Debtor’s Chapter 11 Case and as to which the 14-day stay of effectiveness
provided for in Bankruptcy Rule 3020(e) has been satisfied or waived, and as to which any motion to stay effectiveness or to amend
or modify such order has been denied or overruled.

51. General Unsecured Claim : Any
Claim that is not an Administrative Claim, Secured Claim, Priority Tax Claim, Priority Non-Tax Claim, or Subordinated Claim, including,
without limitation, (a) any Claim arising from the rejection of an Executory Contract or Unexpired Lease (other than a Subordinated
Claim arising from rejection of a Warrant/Option Contract) and (b) any portion of a Claim to the extent the value of the Holder’s
interest in property securing such Claim is less than the amount of the Claim, as determined pursuant to section 506(a) of the
Bankruptcy Code.

52. Governmental Unit : The meaning
assigned to such term by section 101(27) of the Bankruptcy Code.

53. Holder : A Person that is the
record owner of a Claim or Interest, as applicable.

54. Impaired : With respect to any
Class of Claims or Interests, a Class of Claims or Interests that is impaired within the meaning of section 1124 of the Bankruptcy
Code.

55. Indemnification Agreements : Indemnification
agreements that shall be entered into between the Debtor and each director of the Reorganized Debtor, a form of which will be included
in the Plan Supplement.

56. Insider : The meaning assigned
to such term by section 101(31) of the Bankruptcy Code.

57. Interest : Any Equity Security
in the Debtor, including all shares or similar securities in the Debtor, Preferred Interests and Common Interests, whether or not
transferable or denominated “stock”, and whether issued, unissued, authorized, or outstanding. Notwithstanding the
foregoing, the term Interest does not include any Warrant/Option.

58. Judicial Code : Title 28 of the
United States Code, 28 U.S.C. §§ 1-4001.

59. Loan Agreement : The loan agreement
to be entered into by and between 210 and the Reorganized Debtor on the Effective Date, a form of which will be included in the
Plan Supplement.

60. Loan Documents : The Loan Agreement,
Promissory Note, and related collateral and other documents.

61. Lien : With respect to any property
or asset, any mortgage, lien, interest pledge, charge, security interest, encumbrance, mechanics’ lien, materialman’s
lien, statutory lien or right, and other consensual or non-consensual lien, whenever granted and including, without limitation,
those charges or interests in property within the meaning of “lien” under section 101(37) of the Bankruptcy Code.

62. Liquidation Analysis : The liquidation
analysis contained in the Disclosure Statement.

63. New Common Stock : 2,883,466 shares
of common stock, par value $0.001 per share, or such other number of shares of common stock required to be issued by the Reorganized
Debtor to implement the terms of the Prepackaged Plan, including Article IV of the Prepackaged Plan.

64. New Organizational Documents :
The Charter Amendment and any other revisions, modifications, amendments, or restatements of the Debtor’s existing organizational
documents including without limitation its charter, articles of incorporation, by-laws, or other founding or governance documents
to be executed and approved pursuant to the terms of the Prepackaged Plan or Confirmation Order.

65. Person : person, including without
limitation, any individual, Entity, corporation, partnership, limited liability company, limited liability partnership, joint venture,
association, joint stock company, estate, trust, unincorporated association or organization, official committee, ad hoc committee
or group, governmental agency or political subdivision thereof, the U.S. Trustee, and any successors or assigns of any of the foregoing.

66. Petition Date : The date on which
the Debtor commenced its voluntary Chapter 11 Case .

67. Plan Supplement : The compilation
of documents and forms of documents, agreements, schedules, and exhibits to the Prepackaged Plan (a) in form and substance satisfactory
to the Debtor and 210 and (b) as may be altered, amended, modified, or supplemented from time to time in accordance with the terms
of the Prepackaged Plan, the 210 RSA, and the Wolverine RSA and in accordance with the Bankruptcy Code and Bankruptcy Rules, to
be Filed by the Debtor no later than five (5) days before the Confirmation Hearing or such other date as may be approved by the
Bankruptcy Court.

68. Post-Confirmation Service List :
The list of those Persons who have notified the Reorganized Debtor in writing, at or following the Confirmation Hearing, of their
desire to receive notice of all pleadings filed after the Confirmation Date and have provided the e-mail or physical address to
which such notices shall be sent.

69. Postpetition Tax Claim : An Administrative
Claim or other Claim by a Governmental Unit for taxes (and for interest and/or penalties related to such taxes) for any tax year
or period, which accrued or were assessed within the period from and including the Petition Date through and including the Effective
Date.

70. Postpetition Tax Claim Bar Date :
The later of (i) forty-five (45) days following the Effective Date and (ii) ninety (90) days following the filing with the applicable
Governmental Unit of the tax return for such taxes for such tax year or period, or by such earlier deadline governing a particular
Postpetition Tax Claim contained in an order of the Bankruptcy Court entered before the Effective Date.

71. Postpetition Tax Claim Objection
Deadline : Twenty (20) days after the Postpetition Tax Claim Bar Date or such earlier deadline governing the objection to a
particular Postpetition Tax Claim contained in an order of the Bankruptcy Court entered before the Effective Date.

72. Preferred Interest : Any issued,
unissued, authorized, or outstanding share of preferred stock in the Debtor, including, without limitation, any share of stock
classified by the Debtor as “Series F Convertible Preferred Stock” or “Series G Participating Preferred Stock”.

73. Prepackaged Plan : Prepackaged
Plan of Reorganization for Crossroads Systems, Inc. under Chapter 11 of the United States Bankruptcy Code.

74. Prepackaged Plan Objection Deadline :
[September 4, 2017].

75. Priority Non-Tax Claim : Any Claim
accorded priority in right of payment pursuant to section 507(a) of the Bankruptcy Code, other than a Priority Tax Claim or an
Administrative Claim.

76. Priority Tax Claim : Any Claim
of the kind specified in section 507(a)(8) of the Bankruptcy Code.

77. Pro Rata Share : With reference
to any Distribution on account of any Allowed Claim or Allowed Interest in a Class, a Distribution equal in amount to the ratio
(expressed as a percentage) that the amount of such Claim or Interest bears to the aggregate amount of all Allowed Claims or Allowed
Interests in the same Class.

78. Professional : A Person retained
or to be compensated under sections 327, 328, 330, 331, 503(b) or 1103 of the Bankruptcy Code.

79. Professional Fee Claim : A Claim
of a Professional for compensation for services rendered and/or reimbursement of costs and expenses incurred on and after the Petition
Date and prior to the Effective Date.

80. Professional Fee Claim Bar Date :
Thirty (30) days after the Effective Date or such earlier deadline governing a particular Professional Fee Claim contained in an
order of the Bankruptcy Court entered before the Effective Date.

81. Professional Fee Claim Objection
Deadline : Twenty (20) days after the Professional Fee Claim Bar Date or such earlier deadline governing the objection to a
particular Professional Fee Claim contained in an order of the Bankruptcy Court entered before the Effective Date.

82. Promissory Note . The promissory
note, the form of which shall be included in the Plan Supplement which shall be issued by the Reorganized Debtor to 210 in connection
with an advance under the Loan Agreement.

83. Proof of Claim : Any proof of
claim filed with the Bankruptcy Court with respect to the Debtor pursuant to section 501 of the Bankruptcy Code and Bankruptcy
Rules 3001 and 3002.

84. Proof of Claim Bar Date : [●].

85. Proposed Cure Claim Amount : The
amount that the Debtor represents, according to its books and records, is the Allowed Amount of the Cure Claim of a non-Debtor
contracting party under an Assumed Executory Contract to be assumed pursuant to the Prepackaged Plan.

86. Proposed Cure Claim Disclosure :
Disclosure containing the Proposed Cure Claim Amounts for each Executory Contract and Unexpired Lease to be assumed pursuant to
the Prepackaged Plan, attached hereto as Exhibit F or as otherwise included in the Plan Supplement.

87. Proposed Cure Claim Objection Deadline :
The deadline for filing objections to the Proposed Cure Claim Amounts on the Proposed Cure Claim Disclosure, which shall be the
same date as Prepackaged Plan Objection Deadline.

88. Protected Party : The Reorganized
Debtor, the Debtor, 210, and any of their respective current and former officers and directors, professionals, advisors, accountants,
attorneys, investment bankers, consultants, employees, agents, and other representatives (but solely in their capacity as such).

89. Record Holder . The Holder of
a Claim or Interest as of the Distribution Record Date.

90. Registration Rights Agreement .
The registration rights agreement between the Reorganized Debtor and 210 describing the registration rights provided by the Reorganized
Debtor to 210 under the Securities Act and the rules and regulations promulgated thereunder, a form of which will be included in
the Plan Supplement.

91. Reinstate or Reinstatement :
As to an Allowed Claim or Allowed Interest, leaves unaltered the legal, equitable and contractual rights to which such Claim or
Interest entitles its Holder.

92. Rejection Claim Bar Date : The
first Business Day that is thirty (30) days after the Effective Date or such earlier date that may be set by the Bankruptcy Court
concerning a particular Executory Contract.

93. Rejected Executory Contracts :
All Warrant/Option Contracts and the Executory Contracts and Unexpired Leases set forth on Exhibit E to the Prepackaged
Plan or as may be included in the Plan Supplement.

94. Reorganized Debtor : The Debtor
or any successors thereto by merger, consolidation or otherwise, on or after the Effective Date, after giving effect to the transactions
occurring on the Effective Date in accordance with the Prepackaged Plan.

95. Schedules : The schedules of assets
and liabilities, schedules of Executory Contracts and Unexpired Leases, and statements of financial affairs, as may be amended
from time to time, filed by the Debtor pursuant to section 521 of the Bankruptcy Code, the official bankruptcy forms, and the Bankruptcy
Rules.

96. Secured Claim : A Claim that is
(a) secured by a Lien on property in which the applicable Estate has an interest, which Lien is valid, perfected, and enforceable
pursuant to applicable law or by reason of a Bankruptcy Court order, or that is subject to setoff under section 553 of the Bankruptcy
Code, to the extent of the value of the Creditor’s interest in such Estate’s interest in such property or to the extent
of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code; or (b) Allowed
pursuant to the Plan as a Secured Claim.

97. Securities Act : The Securities
Act of 1933, as amended.

98. SPA : The Securities Purchase
Agreement to be executed by the Debtor and 210 on the Effective Date pursuant to which 210 will purchase the 210 Common Stock.

99. SPA Ancillary Documents : The
Charter Amendment, Registration Rights Agreement, Indemnification Agreements, and Waiver.

100. SPA Purchase Consideration :
The $4,000,000.00 purchase price to be paid by 210 to acquire the 210 Common Stock pursuant to the terms of the SPA.

101. Subordinated
Claim Cap Order : An order of the Bankruptcy Court, which may be the Confirmation Order, establishing the maximum amount of
Allowed Subordinated Claims at an amount not greater than $40,000.00.

102. Unexpired Lease : A lease to
which the Debtor is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.

103. Unimpaired : With respect to
a Class of Claims or Interests, a Class of Claims or Interests that is unimpaired within the meaning of section 1124 of the Bankruptcy
Code.

104. Voting Class : A Class entitled
to vote to accept or reject the Prepackaged Plan.

105. Voting Deadline : The deadline
for submitting a Ballot to accept or reject the Prepackaged Plan.

106. Waiver : The resolutions adopted
by the Debtor’s board of directors granting its approval to the transactions contemplated by the Plan and the SPA.

107. Warrant/Option : Any warrant,
option, or contractual right to purchase or acquire an Interest in the Debtor at any time and all rights arising with respect thereto.

108. Warrant/Option Contract : Any
Executory Contract that grants a non-Debtor contracting party a Warrant/Option.

109. Wolverine RSA : The Restructuring
Support Agreement, dated as of August 3, 2017, by and among the Debtor and Wolverine Flagship Fund Trading Limited.

EXHIBIT B

Form of Securities Purchase Agreement

[To be included in the Plan Supplement]

EXHIBIT C

Form of Loan Agreement

[To be included in the Plan Supplement]

EXHIBIT D

Officer and Director Disclosures

[To be included in the Plan Supplement]

EXHIBIT E

Rejected Executory Contracts List

[As may be amended by the Plan Supplement]

[To be supplied]

EXHIBIT F

Proposed Cure Claim Disclosure

[As may be amended by the Plan Supplement]

Counterparty | Contract Name | Cure

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