Common use of Shares of Stock Clause in Contracts

Shares of Stock. All of the issued and outstanding shares of capital stock of the Borrower and its Subsidiaries are duly authorized, validly issued, fully paid and nonassessable (to the extent applicable thereto), have been issued in compliance with all federal and state and foreign securities laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived. The Borrower has reserved for issuance a number of shares of each class or series of Stock sufficient to cover all shares of Stock initially issuable upon conversion (whether a Forced Conversion, Major Transaction Conversion or any other conversion) of, or otherwise pursuant to, the Convertible Notes (the “Conversion Shares”) (computed without regard to any limitations on the number of shares that may be issued on conversion). Upon the issuance in accordance with the terms of the Facility Documents (including the Convertible Notes), the holders of the Convertible Notes will be entitled to the rights set forth in the Convertible Notes. The Conversion Shares have been duly authorized and, when issued will be validly issued, fully paid and non-assessable (to the extent applicable thereto) and free from all Liens with respect to the issue thereof, with the holders thereof being entitled to all rights accorded to a holder of Stock of the Borrower and issuable upon conversion of, or otherwise pursuant to, any such shares of Stock, and will not be issued in violation of, or subject to, any preemptive or similar rights of any Person that have not been waived or excluded such that they do not apply. Except as set forth in Schedule 3.18, there are no (a) Stock options or other Stock incentive plans, employee Stock purchase plans or other plans, programs or arrangements of the Borrower or any of its Subsidiaries under which Stock options, Stock or other Stock-based or Stock-linked awards are issued or issuable to officers, directors, employees, consultants or other Persons, (b) outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable or exercisable for, any Stock of the Borrower or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Borrower or any of its Subsidiaries is or may become bound to issue additional Stock of the Borrower or any of its Subsidiaries, or options, warrants or scrip for rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of Stock of the Borrower or any of its Subsidiaries, (c) agreements or arrangements under which the Borrower or any of its Subsidiaries is obligated to register the sale of any of their Stock or other securities under the Securities Act (other than the Registration Rights Agreement), (d) outstanding Stock or other securities or instruments of the Borrower or any of its Subsidiaries that contain any redemption (mandatory or otherwise) or similar provisions, or contracts, commitments, understandings or arrangements by which the Borrower or any of its Subsidiaries is or may become bound to redeem a security of the Borrower or any of its Subsidiaries, (e) Stock or other securities or instruments containing anti-dilution or similar provisions that may be triggered by the issuance of securities of the Borrower or any of its Subsidiaries, (f) stock appreciation rights or “phantom stock” plans or agreements or any similar plans or agreements to which Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries is otherwise subject or bound, (g) shareholders’ agreements, voting agreements with respect to priority or similar rights of first refusal or preemptive rights or similar agreements to which Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries is otherwise subject or bound, or (h) any restrictions upon the voting or transfer of any Stock of the Borrower or any of its Subsidiaries (other than restrictions on transfer imposed by Applicable Laws). The Borrower has received all required consents of its equity holders, warrant holders and other security holders to waive any applicable anti-dilution provision or other adjustment of any other class or series of Stock of the Borrower and of any outstanding warrants or convertible securities if any, that would otherwise be triggered by reason of the issuance of the Convertible Notes or the Conversion Shares. The issuance and delivery of the Convertible Notes does not and, assuming full conversion of the Convertible Notes will not: (A) require approval from any Governmental Authority (except for any approval required under the HSR Act); (B) obligate the Borrower to offer to issue, or issue, Common Shares or other securities to any Person (other than the Secured Parties); and (C) will not result in a right of any holder of the Borrower’s securities to adjust the exercise, conversion, exchange or reset price under, and will not result in any other adjustments (automatic or otherwise) under, any securities of the Borrower. Each Loan Party has furnished to Agent and each Lender true, correct and complete copies of each Loan Party’s Organizational Documents and any amendments, restatements, supplements or modifications thereto, and all other documents, agreements and instruments containing the terms of all Stock and other securities of each Loan Party, including Stock convertible into, or exercisable or exchangeable for, Common Shares or other Stock of any Loan Party or any of its Subsidiaries, and the material rights of the holders thereof in respect thereto.

Shares of Stock. All of the issued and outstanding shares of capital stock of the Borrower and its Subsidiaries are duly authorized, authorized and duly and validly issued, fully paid and nonassessable (to the extent applicable thereto)nonassessable, have been issued in compliance with all federal and state and foreign securities laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waivedwaived in writing. The Borrower has reserved for issuance a number of shares of each class or series of Common Stock sufficient to cover all shares of Stock initially issuable upon conversion (whether a Forced Conversion, Major Transaction Conversion or any other conversion) of, or otherwise pursuant to, the Convertible Notes (the “Conversion Shares”) and upon the exercise of, or otherwise pursuant to, the Warrants (the “Warrant Shares”) computed without regard to any limitations on the number of shares that may be issued on conversionconversion or exercise, as the case may be). Upon the issuance in accordance with the terms of the Facility Documents (including the Convertible Notes), the holders of the Convertible Warrants and Notes will be entitled to the rights set forth in the Convertible Warrants and Notes. The Warrant Shares issuable upon any exercise of the Warrants and the Conversion Shares issuable upon conversion of the Notes ), in each case, have been duly authorized and, when issued upon any such conversion, as applicable, will be duly and validly issued, fully paid and non-non- assessable (to the extent applicable thereto) and free from all taxes and Liens with respect to the issue thereof, with the holders thereof being entitled to all rights accorded to a holder of Stock of the Borrower and issuable upon conversion of, or otherwise pursuant to, any such shares of Common Stock, and will not be issued in violation of, or subject to, any preemptive or similar rights of any Person that have not been waived or excluded such that they do not applyPerson. Except All of the authorized, issued and outstanding shares of Stock of the Borrower and each of its Subsidiaries (and, and in the case of its Subsidiaries, the holders thereof) are set forth in Schedule 3.18, and, except as set forth in Schedule 3.18, there are no (a) Stock options or other Stock incentive plans, employee Stock purchase plans or other plans, programs or arrangements of the Borrower or any of its Subsidiaries under which Stock options, Stock or other Stock-Stock- based or Stock-linked awards are issued or issuable to officers, directors, employees, consultants or other Persons, (b) outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable or exercisable for, any Stock of the Borrower or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Borrower or any of its Subsidiaries is or may become bound to issue additional Stock of the Borrower or any of its Subsidiaries, or options, warrants or scrip for rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of Stock of the Borrower or any of its Subsidiaries, (c) agreements or arrangements under which the Borrower or any of its Subsidiaries is obligated to register the sale of any of their Stock or other securities under the Securities Act (other than except the Registration Rights Agreement), (d) outstanding Stock or other securities or instruments of the Borrower or any of its Subsidiaries that contain any redemption (mandatory or otherwise) or similar provisions, or contracts, commitments, understandings or arrangements by which the Borrower or any of its Subsidiaries is or may become bound to redeem a security of the Borrower or any of its Subsidiaries, (e) Stock or other securities or instruments containing anti-dilution or similar provisions that may be triggered by the issuance of securities of the Borrower or any of its Subsidiaries, Subsidiaries or (f) stock appreciation rights or “phantom stock” plans or agreements or any similar plans or agreements to which Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries is otherwise subject or bound, . There are no (g) shareholders’ agreements, voting agreements with respect to priority or similar rights of first refusal or preemptive rights or similar agreements to which Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries is otherwise subject or bound, or (h) any restrictions upon the voting or transfer of any Stock of the Borrower or any of its Subsidiaries (other than restrictions on transfer imposed by Applicable Lawsi). The Borrower has received all required consents of its equity holders, warrant holders and other security holders to waive any applicable anti-dilution provision or other adjustment of any other class or series of Stock of the Borrower and of any outstanding warrants or convertible securities if any, that would otherwise be triggered by reason of the issuance of the Convertible Notes or the Conversion Shares. The issuance and delivery of the Convertible Notes does not and, assuming full conversion of the Convertible Notes will not: (A) require approval from any Governmental Authority (except for any approval required under the HSR Act); (B) obligate the Borrower to offer to issue, or issue, Common Shares or other securities to any Person (other than the Secured Parties); and (C) will not result in a right of any holder of the Borrower’s securities to adjust the exercise, conversion, exchange or reset price under, and will not result in any other adjustments (automatic or otherwise) under, any securities of the Borrower. Each Loan Party has furnished to Agent and each Lender true, correct and complete copies of each Loan Party’s Organizational Documents and any amendments, restatements, supplements or modifications thereto, and all other documents, agreements and instruments containing the terms of all Stock and other securities of each Loan Party, including Stock convertible into, or exercisable or exchangeable for, Common Shares or other Stock of any Loan Party or any of its Subsidiaries, and the material rights of the holders thereof in respect thereto.

Shares of Stock. All of the issued and outstanding shares of capital stock Stock of the Borrower Company and its Subsidiaries are duly authorized, authorized and duly and validly issued, fully paid and nonassessable (to the extent applicable thereto)non-assessable, have been issued in compliance with all federal and state and foreign securities laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived. The Borrower has reserved for issuance a number of shares of each class or series of Stock sufficient to cover all shares of Stock initially issuable upon conversion (whether a Forced Conversion, Major Transaction Conversion or any other conversion) of, or otherwise pursuant to, the Convertible Notes (the “Conversion Shares”) (computed without regard to any limitations on the number of shares that may be issued on conversion)waived in writing. Upon the issuance in accordance with the terms of the Facility Transaction Documents (including the Convertible NotesNew Notes and any Warrants), the holders of the Convertible New Notes and the Warrants will be entitled to the rights set forth in the Convertible NotesNew Notes and the Warrants, respectively. The Conversion Common Shares have been duly authorized and, when issued pursuant to this Agreement, will be duly and validly issued, fully paid and non-assessable (to the extent applicable thereto) and free from all taxes and Liens with respect to the issue thereof, with the holders thereof being entitled to all rights accorded to a holder of Stock of the Borrower and issuable upon conversion of, or otherwise pursuant to, any such shares of Common Stock, and will not be issued in violation of, or subject to, any preemptive or similar rights of any Person that have not been waived or excluded such that they do not applyPerson. Except as set forth in Schedule 3.18, there are no (a) Stock options or other Stock incentive plans, employee Stock purchase plans or other plans, programs or arrangements The Conversion Shares issuable upon conversion of the Borrower or New Notes have been duly authorized and, when issued upon any of its Subsidiaries under which Stock optionssuch conversion, Stock or other Stockwill be duly and validly issued, fully paid and non-based or Stock-linked awards are issued or issuable to officers, directors, employees, consultants or other Persons, (b) outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable or exercisable for, any Stock of the Borrower or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Borrower or any of its Subsidiaries is or may become bound to issue additional Stock of the Borrower or any of its Subsidiaries, or options, warrants or scrip for rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of Stock of the Borrower or any of its Subsidiaries, (c) agreements or arrangements under which the Borrower or any of its Subsidiaries is obligated to register the sale of any of their Stock or other securities under the Securities Act (other than the Registration Rights Agreement), (d) outstanding Stock or other securities or instruments of the Borrower or any of its Subsidiaries that contain any redemption (mandatory or otherwise) or similar provisions, or contracts, commitments, understandings or arrangements by which the Borrower or any of its Subsidiaries is or may become bound to redeem a security of the Borrower or any of its Subsidiaries, (e) Stock or other securities or instruments containing anti-dilution or similar provisions that may be triggered by the issuance of securities of the Borrower or any of its Subsidiaries, (f) stock appreciation rights or “phantom stock” plans or agreements or any similar plans or agreements to which Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries is otherwise subject or bound, (g) shareholders’ agreements, voting agreements assessable and free from all taxes and Liens with respect to priority the issue thereof, with the holders thereof being entitled to all rights accorded to a holder of Common Stock, and will not be issued in violation of, or subject to, any preemptive or similar rights of first refusal any Person. The Warrant Shares issuable upon exercise of, or otherwise pursuant to, the Warrants have been duly authorized and, when issued upon exercise of, or otherwise pursuant to, the Warrants, will be duly and validly issued, fully paid and non-assessable and free from all taxes and Liens with respect to the issue thereof, with the holders thereof being entitled to all rights accorded to a holder of Common Stock, and will not be issued in violation of, or subject to, any preemptive rights or similar agreements to which Borrower or rights of any Person. The Company has reserved from its authorized but unissued shares of its Subsidiaries is Common Stock, solely for the purpose of effecting conversions of New Notes in accordance with the New Notes Indenture and exercise of the Warrants, a party or by which number of shares of Common Stock that reflects the Borrower or any full amount of its Subsidiaries is otherwise subject or bound, or (h) any restrictions Conversion Shares and Warrant Shares issuable upon the voting or transfer of any Stock conversion of the Borrower New Notes and exercise of the Warrants, without regard to any limitation or any of its Subsidiaries (other than restrictions restriction on transfer imposed by Applicable Laws)the conversion or exercise thereof. The Borrower has received all required consents of its equity holdersCompany Stockholder Approval was obtained, warrant holders and other security holders the Conversion Limitation Termination Date occurred, prior to waive any applicable anti-dilution provision or other adjustment of any other class or series of Stock the date hereof. The execution, delivery and performance by the Company of the Borrower Transaction Documents and the consummation of any outstanding warrants or convertible securities if anythe Exchange, that would otherwise be triggered by reason of including the issuance of the Convertible Notes or Common Shares, the New Notes, the Conversion Shares. The issuance , the Warrants and delivery of the Convertible Notes does not and, Warrant Shares (assuming the full conversion of the Convertible New Notes and exercise of any Warrants) will not: (A) require approval from any Governmental Authority (except for any approval required under the HSR Act); (B) obligate the Borrower Company to offer to issue, or issue, shares of Common Shares Stock or other securities to any Person (other than the Secured PartiesHolder); and or (CB) will not result in a right of any holder of the BorrowerCompany’s securities to adjust the exercise, conversion, exchange or reset price under, and will not result in any other anti-dilution or other adjustments (automatic or otherwise) under, any securities of the Borrower. Each Loan Party has furnished to Agent Company (including the Series A Notes, Series B Notes and each Lender true2024 Notes) (and the accuracy of the representation in this clause (B) shall not require any consent or waiver by the Company’s equity holders, correct and complete copies of each Loan Party’s Organizational Documents and any amendments, restatements, supplements or modifications thereto, and all other documents, agreements and instruments containing the terms of all Stock and other securities of each Loan Party, including Stock convertible into, or exercisable or exchangeable for, Common Shares warrant holders or other security holders in respect of any anti-dilution provision or other adjustment or similar provision of any class or series of Stock of the Company and of any Loan Party outstanding warrants or any of its Subsidiaries, and the material rights Convertible Securities of the holders thereof in respect theretoCompany, that would otherwise be triggered by reason of the transactions contemplated hereby or by any other Transaction Document). As of August 21, 2023, the authorized shares of capital stock of the Company consist of 600,000,000 shares of Common Stock, of which 270,450,982 shares are issued and outstanding and 20,000,000 shares of preferred stock, none of which are issued and outstanding.