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OBLIGATIONS OF OUTSIGHT

Section 1.1 AHF Prepayment Amount. As soon as possible but no later than 30
days after the delivery to GG Medical of the audited annual consolidated financial statements of
OutSight pursuant to hereof (together with a Certificate of OutSight’s chief financial officer showing
in reasonable detail the calculation of the AHF Prepayment Amount), OutSight shall cause AHF to
prepay, on each such date, the outstanding principal amount of the debt to GG Capital in an amount
equal to the amount (the “AHF Prepayment Amount”) by which (a) OutSight Excess Cash Flow for the
immediately preceding fiscal year exceeds (b) an amount equal to five percent of OutSight as reflected
in the consolidated financial statements of OutSight or any of the OutSight Subsidiaries for such
immediately preceding fiscal year, determined in accordance with GAAP with each prepayment being
applied to the installments of principal bearing the highest rate of interest as of the date of such
application is made in the inverse order of their stated maturity; provided, however, that, upon full
payment by AHF under this of, which is the sum of the final installments due on the last Business Day
of December 2019 and in Section 2.2(d). OutSight Excess Cash Flow in an amount equal to the AHF
Prepayment Amount shall continue to be applied to prepayment of each of the Distribution Notes as
provided therein and interest on the principal amount shall be reduced to 10.25 % per annum.
Section 1.2 GG Parties’ Right to Challenge. The GG Parties shall have the right
to, directly or through an agent, examine, audit, inspect or copy the books, records and files kept and
maintained by OutSight as well as any underlying documentation reasonably necessary for such GG
Party to confirm the accuracy of OutSight’s determination of the AHF Prepayment Amount under
hereof.
(a) In the event that any such audit or examination discloses any discrepancies as
reasonably determined by any GG Party, OutSight and such GG Party shall meet within 30 days to
attempt to resolve such discrepancies.

(b) Notwithstanding any provision to the contrary contained in this Agreement, in

the event that any discrepancy cannot be resolved by OutSight and such GG Party within ten (10)
Business Days.

(c) Thereafter, a determination of the accuracy of the AHF Prepayment Amount

shall be made by an independent certified public accountant selected by such GG Party.

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 Section 1.3 Payments. All payments to be made by OutSight shall be made
without setoff, recoupment or counterclaim in immediately available funds pursuant to the Automatic
Drafting Agreement between OutSight and GG Medical.
ARTICLE II
USE AND OCCUPANCY

Section 2.1 This is where the Use and Occupancy materials will go.
ARTICLE III
CONDITIONS PRECEDENT; CLOSING

Section 3.1 Conditions Precedent to “Obligations of GG Parties. The obligations

of the GG Parties to consummate the transactions contemplated hereby shall be subject to satisfaction
of each of the following conditions (which may be waived specifically in writing by the GG Parties in
whole or in part) at or prior to the Closing Date:
(a) Release and Settlement Agreement. AHF and MHC shall have executed and
delivered a Release and Settlement Agreement in substantially the form attached hereto as of this
Agreement.

(b) Guaranties. AHF shall have executed and delivered a guaranty in favor of GG
Medical, in substantially the form attached hereto as Article I unless otherwise stated, guaranteeing the
obligations of MHC or any of the MHC FirstTier Subsidiaries to GG Medical guaranteeing the
obligations of AHF to the GG Parties.

Section 3.2 Conditions Subsequent of Obligations of GG Parties. The obligations

of the GG Parties to consummate the transactions contemplated hereby shall be subject to satisfaction
of each of the following conditions (which may be waived specifically in writing by the GG Parties in
whole or in part) immediately after the consummation of the transactions contemplated hereby:
(a) Merger Agreement. The (“Merger”) shall have been consummated strictly in
accordance with the terms of the Merger Agreement, without any waiver or amendment of any term,
provision or condition set forth therein (unless consented to by the GG Parties), and in compliance with
all applicable laws.

(b) OutSight Preferred Shares. The AHF Shares and the Magnum Shares shall
have been exchanged for all of the issued and outstanding shares (“Magnum Shares”).

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 Section 3.3 Conditions Precedent to Obligations of Credit Parties. The obligations
of the Credit Parties to consummate the transactions contemplated hereby shall be subject to satisfaction
of each of the following conditions (which may be waived specifically in writing by such Credit Parties
in whole or in part) at or prior to the Closing Date.
Section 3.4 Closing. The delivery of documents and instruments on the Closing
Date as contemplated hereby shall take place at 10:00 a.m. at the offices of Maeder Cook & Jackson
LLC, counsel for the GG Parties, located at 2049 Washington Park East Los Angeles, CA 90067.
ARTICLE IV
MISCELLANEOUS

Section 4.1 Survival of Representations and Warranties of Credit Parties. All

representations and warranties of the Credit Parties contained in this Agreement shall survive the
execution, delivery, and acceptance of this Agreement by the parties hereto and the consummation of
the transactions described herein or related hereto and shall expire on the Restructuring Termination
Date.
Section 4.2 Modification of Agreement; Sale of Interest. This Agreement may not
be modified, altered or amended except by an agreement in writing signed by the Credit Parties and the
GG Parties. None of the Credit Parties may sell, assign or transfer this Agreement or any of its rights,
title, interests, remedies, powers or duties hereunder or thereunder, and any such attempted or purported
sale, assignment or transfer shall be void and of no effect. The Credit Parties hereby consent to the
participation, sale, assignment, transfer or other Disposition by one or both of the GG Parties of this
Agreement or of any such GG Party’s rights, title, interests, remedies, powers or duties hereunder.
Section 4.3 Expenses.
(a) Notwithstanding the provisions of this, each of AHF and MHC shall reimburse
to GG Medical an amount equal to 20 percent of the legal costs incurred by GG Medical in connection
with the transactions contemplated by this Agreement and the other restructuring documents from and
after June 3, 2019.

Section 4.4 Automatic Drafting. After the occurrence and during the continuance
of a Default or an event of Default, all payments now or hereafter required to be made by the Credit
Parties pursuant to this Agreement, any of the other Restructuring Documents or any other agreement
between any Credit Party and any GG Party shall be made pursuant to the Automatic Drafting
Agreement between such Credit Party and such GG Party.

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Schedule 1 Schedule 1

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Part 1 Part 1

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