Expressly subject to the consummation of the Notified Financing and the receipt by Borrower of the proceeds thereof, PFG consents to the following payments from the proceeds of the Notified Financing: (1) payments not to exceed $485,000 to be made to holders of Borrower's Series E Preferred Stock, (2) payment not to exceed $370,000 to Rapid Medical Response, LLC in payment of a promissory note in favor of such person, (3) monthly payments of $25,000 to Tonaquint Inc. and (4) payment not to exceed $1,000,000 to repay the bridge loan to which PFG consented in the Prior Forbearance (such payments specified in clauses (1) through (4), the " Special Permitted Payments ").  Additionally, PFG consents to (i) the Borrower's establishing a new class of preferred stock (the "Series G Preferred") with such designations, rights and preferences contained within the contemplated Certificate of Designations, substantially in the form attached hereto as Exhibit A , to be filed with the State of Delaware, (ii)  the Borrower's issuance 18,848 shares of Series G Preferred to Tyumen Holdings, LLC, an entity controlled by Jeffrey Peterson, the Company's Chief Executive Officer and 24,372 shares of Series G Preferred to Jim Dalton, the Company's former Chief Executive Officer and a consultant to the Company (iii) the amendment of the Borrower's charter to effectuate the reverse split of its common stock as reflected in the amendment attached hereto as Exhibit B , and (iv) a lock-up period with respect to 10,800 shares of Borrower's common stock issuable to PFG under the terms of that certain Conditionally-Effective Warrant Cancelation Agreement between PFG and Borrower dated as of September 9, 2016, such lock-up period not to exceed six (6) months.