Common use of Authority; Issuance of CVRs; Appointment of Rights Agent Clause in Contracts

Authority; Issuance of CVRs; Appointment of Rights Agent. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any violation of any provision of the Certificate of Incorporation or By-laws of the Company, or (ii) result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Company or its properties or assets which violation, in the case of clause (ii), individually or in the aggregate, would reasonably be expected to be material to the Company. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby. (b) One CVR will be issued immediately after the effectiveness of the Company Reverse Stock Split and prior to the consummation of the Acquisition, with respect to each share of Common Stock that is outstanding as of 5:01 p.m. Eastern Time on the Record Date. (c) The Company hereby appoints the Rights Agent to act as rights agent for the Company in accordance with the express terms and conditions set forth in this Agreement, and the Rights Agent hereby accepts such appointment.

Authority; Issuance of CVRs; Appointment of Rights Agent. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any violation of any provision of the Certificate of Incorporation or By-laws of the Company, or (ii) result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Company or its properties or assets which violation, in the case of clause (ii), individually or in the aggregate, would reasonably be expected to be material to the Company. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body Entity (as defined in the Merger Agreement) is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby. (b) One CVR will be issued immediately after the effectiveness of the Company Reverse Stock Split and prior to the consummation of the Acquisition, with respect to each share of Common Stock that is outstanding as of 5:01 p.m. Eastern Time on the Record Date. (c) The Company hereby appoints American Stock Transfer & Trust Company, LLC as the Rights Agent to act as rights agent for the Company in accordance with the express terms and conditions instructions hereinafter set forth in this Agreement, and the Rights Agent American Stock Transfer & Trust Company, LLC hereby accepts such appointment.

Authority; Issuance of CVRs; Appointment of Rights Agent. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any violation of any provision of the Certificate Articles of Incorporation or By-laws Bylaws of the Company, or (ii) result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Company or its properties or assets which violation, in the case of clause (ii), individually or in the aggregate, would reasonably be expected to be material to the Company. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby. (b) One CVR will be issued immediately after the effectiveness of the Company Reverse Stock Split and prior to the consummation of the Acquisition, with respect to each share of Common Stock that is outstanding as of 5:01 p.m. Eastern Central Time on the Record Date. (c) The Company hereby appoints [●] as the Rights Agent to act as rights agent for the Company in accordance with the express terms and conditions instructions hereinafter set forth in this Agreement, and the Rights Agent [●] hereby accepts such appointment.